This End User Software License Agreement (this "Agreement") sets forth the terms and conditions of your use of the accompanying TC2000® stock and option analysis software application (the "Software"). For the purposes of this Agreement, "you" means you, the end user, and "Licensor" means Worden Brothers, Inc. d/b/a TC2000, as well as its subsidiaries and affiliates. Please read the following terms and conditions carefully. By clicking the acceptance button below, downloading the Software, installing the Software, and/or using the Software, you are consenting to be bound by and are becoming a party to this Agreement. If you do not agree to all of the terms of this Agreement, do not download, install, or use the Software.

1. Certain Definitions. In addition to all other defined terms set forth herein, the following terms, when capitalized, shall have the meanings set forth below for the purposes of this Agreement, unless the context clearly dictates a different meaning:

• A. "License" means the licensed rights granted to you to use the Software as provided in this Agreement.
• B. "Related Agreements" means and includes any and all other agreements, licenses, and contractual obligations between you and Licensor relative to the Software, TC2000, or other services provided by Licensor to you, including—without limitation—any TC2000 Membership Agreement and TC20000 Terms of Use.
• C. "Third Party Software" means and includes any software, widget, feature, or other product that is (i) owned by one or more third parties; (ii) licensed by Licensor from such third parties; (iii) utilized in the Software; and (iv) subsequently sublicensed by Licensor to you "AS-IS" hereunder.

2. License Grant.Subject to your continued and full compliance with the terms and conditions set forth herein, as well as all Related Agreements, Licensor hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable and world-wide license to use the Software and related documentation ("Documentation"), on a subscription basis, solely for the intended purposes of the Software as set forth in the Documentation, according to the provisions contained herein, and subject to payment of all applicable license or subscription fees.

3. Limitations. No license is granted to you in the human readable code of the Software (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Software and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of the Software, nor does it obligate Licensor to provide any maintenance or support to you or any other person or entity in connection with the Software. You may reproduce and provide no more than one (1) copy of the Software and Documentation for each device, computer, or workstation on which the Software is installed. Otherwise, the Software and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software and Documentation on any copies that you make.

4. Restrictions. You are not permitted to, and you represent, warrant, and covenant that you will not:

• A. Lease, rent, transfer, assign, distribute, or sublicense the Software or any rights therein;
• B. Install the Software on a network server, use the Software in a time-sharing arrangement or in any other unauthorized manner;
• C. Modify, adapt, translate, duplicate, disassemble, decompile, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the Software for any purpose, or otherwise attempt to discover the underlying source code of the Software or Third Party Software, for any purpose;
• D. For the purpose of designing, modifying, or developing software or services similar in purpose, scope, or function to the Software, engage in competitive analysis, benchmarking, use, evaluation or viewing of the Software or create any derivative programs, code, applications, or other works based upon the Software, whether for your internal use or for license or for resale;
• E. Import or export the Software or any Documentation (or any copies thereof) or any products utilizing the Software or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported; and/or
• F. Permit any third party, whether or not acting directly or on your behalf, to breach or violate any of the limitations or restrictions set forth in this Agreement.

5. Ownership. The Software, and any other intellectual property furnished to you now or hereafter by Licensor shall be and remain the exclusive property of Licensor and its licensors, subject only to the License rights granted to you in this Agreement. All goods and rights provided by Licensor to you under this Agreement are licensed and not sold. The Software and any Documentation are protected by copyright and other intellectual property laws and by international treaties.

6. Third Party Software. Third Party Software may be provided and utilized in connection with the Software, and may be required or necessary for the use of the Software. Any and all such Third Party Software is hereby sublicensed to you solely for use by you in connection with, and consistent with, the License to use the Software, and is provided "AS IS" and with no warranties of any kind. Any and all Third Party Software sublicenses will terminate automatically and immediately when this Agreement terminates. Third Party Software shall be subject to the same restrictions as those set forth with respect to the Software in Section 4 above (entitled "Restrictions").

7. Term. This License will be perpetual from the date that you first use the Software, if it is not earlier terminated.

8. Termination. You may terminate this License at any time by destroying the Software and any Documentation together with all copies and merged portions in any form. This License will also terminate immediately (i) upon any breach by you of this Agreement and/or any Related Agreement; (ii) upon the expiration or termination of this Agreement and/or any Related Agreement; and/or (iii) if you file for bankruptcy or are placed in receivership.

9. Obligations Upon Termination. Upon termination of this Agreement and/or the License for any reason whatsoever (i) the License and all sublicenses to Third Party Software hereunder will automatically and immediately terminate; (ii) you must immediately cease and desist from all use of the Software in any way; (iii) you must remove the Software from any and all devices, computers, and workstations on which the Software has been installed; (iv) you must return to Licensor, or destroy, all copies of the Software and Documentation; and (v) you must provide Licensor upon request with written certification of your compliance with the foregoing.

10. Survival. The provisions of the following Sections shall survive the expiration or termination of this Agreement: Section 1 (entitled "Certain Definitions"); Section 4 (entitled "Restrictions"); Section 5 (entitled "Ownership"); Section 9 (entitled "Obligations Upon Termination"); this Section 10 (entitled "Survival"); Section 11 (entitled "Disclaimer of All Warranties"); Section 12 (entitled "Limitation of Liability"); Section 13 (entitled "Indemnification"); Section 14 (entitled "Governing Law and Exclusive Venue"); Section 15 (entitled "Limitation of Actions"); and Section 16 (entitled "Miscellaneous").

11. DISCLAIMER OF ALL WARRANTIES. Some jurisdictions do not allow certain warranty disclaimers or limitations on liability. Only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you and Licensor’s liability will be limited to the maximum extent permitted by applicable law. Licensor disclaims any and all warranties and conditions, express, implied or statutory, including without limitation the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose. Licensor does not represent or warrant that the Software or any Third Party Software will operate securely or without interruption. All products and services provided by Licensor hereunder are provided "as is" and "as available." You expressly acknowledge that you have not entered into this Agreement in reliance upon any warranty or any representation except those specifically set forth herein. No dealer, agent, or employee of Licensor is authorized to make any modifications, extensions, or additions to this disclaimer of warranties.

12. LIMITATION OF LIABILITY. Under no circumstances and under no legal theory shall Licensor be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, lost profits, business interruptions, work stoppage, personal injury, physical or emotional impairment, computer failure or malfunction, or any and all other personal or commercial damages or losses arising from the use or inability to use the programs (whether or not due to any defects therein), or for any claim by any other party, even if Licensor shall have been informed of the possibility of such damages or claims. Under no circumstances and under no legal theory shall Licensor be liable to you or any other person for any amounts in excess of the amount of the license and/or subscription fees paid by you for the License granted under this Agreement. The foregoing limitations of liability shall not apply to liability for death or personal injury resulting from Licensor’s negligence to the extent applicable law prohibits such limitation.

13. Indemnification. You agree to indemnify, defend, and hold Licensor, and its employees, agents, consultants, subsidiaries, partners, affiliates, and licensors, harmless from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) that may arise from or are related to (i) any act or omission by you in connection with your use of the Software and/or Third Party Software, including but not limited to other than as expressly allowed by this Agreement; (ii) your breach of this Agreement or any Related Agreement; or (iii) any breach of a warranty or representation made herein to Licensor.

14. Governing Law and Exclusive Venue. This Agreement shall be governed by North Carolina law, except only for its conflict of laws principles, and any claim or action arising under or relating to this Agreement must be brought exclusively in a state court in New Hanover County, North Carolina, or the nearest federal court thereto. You irrevocably consent to personal jurisdiction and exclusive venue in such courts for the purposes of any such claim or action. The application of the United Nations Convention on Contracts in the International Sale of Goods is expressly excluded from this Agreement.

15. Limitation of Actions. You agree that any claim you may have arising out of or related to this Agreement, the License, and/or your use of the Software or Third Party Software, must be filed within one (1) year after such claim arose; otherwise, your claim shall be permanently barred.