Licensee Initials _________

EVALUATION LICENSE AGREEMENT

This Evaluation License Agreement (this “Agreement”) is made by and between Automated Trackers, LLC

(“Licensor”) and You, effective as of the date of the first installation of the Software by You.

BY ACCESSING, USING, OR INSTALLING ALL OR ANY PART OF THE SOFTWARE, AS

DEFINED BELOW, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF

1.1 “Software” shall mean the object code form

of the software product(s) provided herewith, and their

associated Documentation as set forth on Schedule A,

attached hereto.

1.2 “Documentation” shall mean all written and

electronic information generally made available by

Licensor to its customers relating to the operation and

functionality of the Software, including user manuals,

installation guides and any “read me” or “help” files.

transferable, License to install and use one copy of the

object code version of the Software solely for

evaluation and trial purposes subject to the terms and

condition of this Agreement. You may not rent, lease,

sell or otherwise attempt to make any commercial gain

through use or distribution of the Software. You may

not make any use, or engage in any distribution of the

Software, except as expressly authorized herein. You

may not reverse engineer, decompile, disassemble,

modify, or make any other attempt to access the

2.2 Acknowledgment and Reservation of Rights.

You acknowledge and agree that Licensor owns all

intellectual property and other proprietary rights in

and to the Software, including, without limitation, all

trademarks, service marks and trade names associated

with the Software. Furthermore, You acknowledge

and agree that this Agreement does not and shall not

be construed to transfer to You any express or implied

license to Licensor’s intellectual property or other

proprietary rights, except as expressly set forth herein.

Software and do so at Your own risk.

2.4 Non-Competition. You shall not use all or

any part of the Software, or any ideas, concepts,

technology, know-how or other information embodied

within or learned from the Software in any manner in

competition with Licensor during the term of this

Agreement and for a period of two (2) years following

the latter of the expiration or termination of (i) this

Agreement or (ii) any other agreement between the

Software by You and continue for a period of sixty

(60) days from such date. This Agreement shall

automatically terminate at the end of this period.

Licensor may earlier terminate this Agreement at any

time. Notwithstanding any provision of this

Agreement to the contrary, once You have installed

and used the Software hereunder, upon expiration of

the term, You may not receive another evaluation

license for the same version of the Software

previously evaluated hereunder. This restriction shall

Licensor at Your expense within ten (10) days or

destroy all copies of the Software in Your possession

or control. Immediately upon termination, expiration

or cancellation of this Agreement for any reason, Your

right to the Software hereunder shall cease, the

Evaluation License granted hereunder shall terminate,

and You shall immediately discontinue and all use of

the Software. All provisions of this Agreement which

by their nature are intended to survive the expiration

or termination of this Agreement shall survive and

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4.1 YOU ACKNOWLEDGE THAT THE

SOFTWARE IS PROVIDED TO YOU FOR

EVALUATION PURPOSES ONLY. THE

WARRANTY OF ANY KIND, WHETHER

EXPRESS OR IMPLIED, INCLUDING

WITHOUT LIMITATION, ANY WARRANTY

OF MERCHANTIBILITY OR FITNESS FOR A

NOT MAKE ANY WARRANTY REGARDING

THE USE, INSTALLATION, OR THE RESULTS

OF THE USE OF THE SOFTWARE. YOU ARE

SOLELY RESPONSIBLE FOR YOUR

INSTALLATION AND USE OF THE

SOFTWARE AND DO SO AT YOUR SOLE

RISK.

5. LIMITATION OF LIABILITY.

OUT OF THE INSTALLATION, USE OR

INABILITY TO USE, THE SOFTWARE

(INCLUDING, WITHOUT LIMITATION, ANY

LOSS OF DATA, COST OF PROCUREMENT OF

SUBSTITUTE GOODS, DISRUPTION OF

BUSINESS, LOSS OF PROFITS, OR ANY

OTHER MATTER RELATING TO YOUR USE

OR INABILITY TO USE THE SOFTWARE) OR

RELATED IN ANY WAY TO THIS

AGREEMENT OR THE SUBJECT HEREOF,

EXCLUSIONS AND DISCLAIMERS SET

FORTH IN THIS SECTION 5 SHALL APPLY TO

THE MAXIMUM EXTENT PERMITTED BY

APPLICABLE LAW, EVEN IF ANY REMEDY

FAILS OF ITS ESSENTIAL PURPOSE. NO

OBLIGATION OR LIABILITY SHALL ARISE

TECHNICAL OR OTHER ADVICE OR

SERVICE IN CONNECTION WITH THIS

AGREEMENT, INCLUDING, WITHOUT

INCIDENTAL DAMAGES AND SO THE ABOVE

LIMITS AND EXCLUSIONS MAY NOT APPLY

TO YOU OR MAY BE LIMITED BY LAW. IN

EXCEED THE AMOUNTS PROVIDED BY YOU

TO LICENSOR IN THE FORM OF FEES OR

OTHER COMPENSATION PROVIDED

HEREUNDER.

6. CONFIDENTIALITY.

6.1 Proprietary Information. The Software,

including, without limitation, the information included

in its modules, procedures, and functions, their

arrangement, organization, program logic, and

methods of interaction, and all related documentation

(including, without limitation, the Documentation),

solely owned by Licensor, together with all related

benefit of Licensor. You shall not sell, license,

publish, display, distribute, disclose, or otherwise

make available or allow to be made available the

Proprietary Information to any third party nor use such

Proprietary Information except as expressly authorized

by this Agreement. You shall not disclose or permit

the disclosure of any such Proprietary Information, or

any flow charts, logic diagrams, user manuals,

screenshots, or screens embodying, referencing or

summarizing all or any part of such Proprietary

Licensee Initials ________

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cooperate with Licensor , serve as liaison between

9.1 Severability. The provisions of this

Agreement are severable. If any provision of this

Agreement is held to be invalid, illegal or

unenforceable, such provision is to that extent to be

deemed omitted and not part of this Agreement. The

validity, legality, or enforceability of the remaining

provisions shall in no way be affected or impaired

thereby and shall be valid and enforceable to the

Notwithstanding the foregoing, You shall not assign,

Licensor.

9.3 Governing Law and Forum Choice. This

Agreement shall be construed as having been made in,

and shall be governed in accordance with, the laws of

of law rules or conflict of law provisions. You agree

that both venue and personal jurisdiction over You

shall be proper in any state or federal court in Harris

County, Texas for purposes of any disputes arising

injunctive relief to require You to comply with your

States export restrictions. You shall not export or re-

export any of the Restricted Components: (i) to any

country to which the U.S. embargoed or restricted the

export of goods or services, or to any national of any

such country, wherever, located, who intends to

transmit or transport the Restricted Components to

such country; (ii) to any person or entity who has been

prohibited form participating in U.S. export

transactions by any agency of the U.S. government; or

and supersedes all prior agreements, negotiations,

9.7 Modification and Waiver. No modification

of this Agreement and no waiver of any breach of this

Agreement shall be effective unless in writing and

signed by an authorized representative of the party

against whom enforcement is sought. No waiver of

any breach of this Agreement and no course of dealing

between the parties shall be construed as a waiver of

any subsequent breach of this Agreement. The failure

of either party at any time or times to require