SIMPLIFIED SOLUTIONS, INC.

APPLICATION SERVICES AGREEMENT

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY INSTALLING OR USING ALL OR ANY PORTION OF THE SIMPLIFIED SOLUTIONS, INC. APPLICATION YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND CONFIRM YOUR ACCEPTANCE OF IT.  YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED ACCESS TO THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS APPLICATION.

1.         DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings whenever capitalized:

1.1       "Application" shall mean the Simplified Solutions, Inc. software application or applications, individually and/or severally operating on the Application Server.

1.2       "Application Server" shall mean the server(s) owned, leased or otherwise controlled by Licensor.

1.3       "End User" shall mean any person or entity who accesses, connects to, logs onto or otherwise uses the Application, whether by means of (a) an online connection through the Internet; (b) direct telecommunications connection to the Application Server; or (c) any other form of connection to the Application Server, such as through use of an intranet.

1.4       "Licensor Technology" shall mean the Application, Application Server, Licensor Mark and Application Updates, Application Upgrades and any and all intellectual property rights related thereto.

1.5       "Person" shall mean any natural person, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, trust, union, association, court, tribunal, agency, government, department, commission, self‑regulatory organization, arbitrator, board, bureau, instrumentality or other entity, enterprise, authority or business organization.

1.6       "Licensee" shall mean the person accepting this license.

2.         GRANT OF RIGHTS AND RESTRICTIONS.

2.1       License. Subject to the terms and conditions contained in this Agreement, and further subject to any prior licenses or third‑party agreements of Licensor with respect thereto, Licensor hereby grants to during the term hereof, and Licensee hereby accepts, a worldwide, non‑exclusive, non‑transferable, non‑sublicensable right and license to access the Application during the term of this Agreement, solely in the form of compiled, executable code, through the Application Server, solely for its internal business, personal and noncommercial use.

2.2       Restrictions. Except as otherwise set forth hereunder, Licensee shall not assign, modify, create derivative works of, sublicense, market, copy, co‑brand, private label, grant third parties the right to use, frame or link to the Licensor Technology, or any portion thereof, sell, lease, loan, rent, distribute, convey, publish, publicly display or otherwise transfer, or pledge as security or otherwise encumber, the rights and licenses granted hereunder with respect to the Licensor Technology, or any portion thereof. Licensee shall not modify, reverse engineer, decompile, reverse, compile, translate, adapt or disassemble, or in any way attempt to reconstruct or discover any source code or algorithms of the Licensor Technology, or any portion thereof, by any means whatsoever. Except as otherwise set forth herein, Licensee shall not use the Licensor Technology, or any portion thereof, in any manner to provide service bureau, time‑sharing or other computer services to third parties or for the benefit of third parties. Licensee shall not cause or permit any third party to do any of the foregoing.

2.3       Reserved Rights. Any rights not expressly granted by Licensor to Licensee are reserved by Licensor, and all implied licenses are disclaimed. Licensee shall not exceed the scope of the licenses granted hereunder.

3.         HOSTING AND CONNECTIVITY FOR THE APPLICATION.

3.1       Hosting of the Application. Licensor shall, at its own expense, provide for the installation of the Application on the Application Server. Licensor shall bear sole responsibility for the operation and maintenance of the Application Server hardware, its operating system and/or its platform software and any third‑party application software associated with, or necessary for, the reasonable operation and functioning of the Application Server, including functions associated with access to the Application in accordance with this Agreement.

3.2       Link to the Application Server. Licensor shall not be responsible for the Licensee's and End User's connection to the Application Server and Application. Licensee shall be solely responsible for any computer equipment and operating software required to use the Application. Such equipment and software shall include the components and conform to the minimum configuration requirements specified in any documentation provided to Licensee by Licensor.

3.3       Licensor Technology. Licensor shall be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the Licensor Technology and content.

3.4       Licensee Content. Licensor shall use commercially reasonable efforts to integrate the Licensee Content into the Application. To the extent necessary to effectuate this provision, Licensee shall provide to Licensor duplicate copies of Licensee Content in the format designated by Licensor.

4.         FEES, PAYMENTS AND ACCOUNTING MATTERS.  Licensee shall pre‑pay license fees in accordance with the schedule set by the Licensor.  Licensee shall reimburse Licensor for all reasonable costs and expenses incurred (including reasonable attorney's fees) in collecting any overdue amounts. Licensor's obligations hereunder, and Licensee's right to access the Licensor Technology, are subject to the Licensee's timely payment of all fees hereunder.

5.         SUPPORT AND MAINTENANCE.  Licensee shall be responsible for providing End Users with First Line Support. "First Line Support" shall mean providing assistance to End Users via telephone, facsimile, electronic mail or otherwise with respect to the Licensor Technology, including, but not limited to, (a) receiving and processing support issues relating to the Licensor Technology; (b) characterizing and analyzing support issues; (c) resolving calls; and (d) clarifying functions and features of the Licensor Technology as made available by Licensor.  Support and maintenance shall not include additional consulting or customization services, such services being provided by Simplified Solutions, Inc. on a separate fee for service basis as outlined elsewhere. 

6.         PROFESSIONAL SERVICES.  For installation, professional and/or technical support services in excess of those services set forth in Section 5 hereof, including, but not limited to, any implementation services, Licensor shall charge Licensee for such services at Licensor's then current rates, which rates are subject to change without notice to Licensee, and Licensee shall reimburse Licensor for any and all reasonable out‑of‑pocket expenses related to Licensor's performance of any such services.

7.         COMPANY AND END USER USE OF THE APPLICATION.

7.1       End User Access to the Application. Licensee shall cause any and all End Users to comply to the terms of service, as amended from time to time and made available on Licensor's website.

7.2       Authorization. Licensee shall notify Licensor immediately of any unauthorized use of the Application or any other breach of its security, including but not limited to unauthorized use of a password. Licensor shall have no obligation to monitor the use of the Application by End Users and/or the content of any End User session. However, Licensor reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, statute, regulation, rule, legal process or other governmental request.

7.3       Passwords and Use. Licensee is responsible for all uses of Licensee's passwords, whether or not authorized by Licensee. Licensee is responsible for maintaining the confidentiality of Licensee's passwords. Licensee agrees to immediately notify Licensor of any unauthorized use of a Licensee password of which Licensee becomes aware.

8.         INTELLECTUAL PROPERTY.

8.1       Ownership/Intellectual Property Rights. Licensee acknowledges that, as between the parties, Licensor retains all right, title and interest in and to the Licensor Technology, including, but not limited to, copyrights, trademarks, service marks, patents and other proprietary rights, and no such rights are conveyed to Licensee by virtue of this Agreement.

8.2       End User Information. Licensee shall be the sole and exclusive owner of all information collected, inputted or otherwise provided to Licensor by End Users accessing the Application (collectively, the "User Data"). During the Term of this Agreement and to the extent permitted by applicable law, Licensee hereby grants to Licensor, and Licensor hereby accepts, a world‑wide, perpetual, non‑exclusive, sublicensable, through multiple tiers, right and license to use the User Data for any legal purposes whatsoever. Notwithstanding the foregoing, Licensor shall have the right to report the User Data, in the aggregate, to third parties, provided that such data (i) does not identify Licensee as the source of such data; (ii) does not identify any individual End User; (ii) does not represent more than twenty percent (20%) of the material disclosed by the Licensor; and (iii) such usage complies with all applicable laws.

9.         WARRANTIES.

9.1       Availability of the Application Server. Licensor shall use commercially reasonably efforts to make the Application Server reasonably available to End Users, subject to maintenance, force majeure events and any other event not within the control of Licensor.

9.2       No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, LICENSOR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‑INFRINGEMENT. THE LICENSOR TECHNOLOGY IS PROVIDED "AS IS." ANY USE OF THE LICENSOR TECHNOLOGY BY COMPANY IS AT COMPANY'S OWN RISK. LICENSOR DOES NOT WARRANT THAT THE LICENSOR TECHNOLOGY SHALL MEET COMPANY'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSOR TECHNOLOGY SHALL BE UNINTERRUPTED OR ERROR‑FREE OR THAT ALL ERRORS SHALL BE CORRECTED. COMPANY ACKNOWLEDGES AND AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF A COMPANY AND/OR AN END USER'S TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. COMPANY ACKNOWLEDGES AND AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE FOR OR LIABLE FOR ANY CONTENT OR CONDUCT OF ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, COMPANY CONTENT OR CONTENT OF ANY LINKED SITES. COMPANY ACKNOWLEDGES AND AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE LICENSOR TECHNOLOGY BY ANY END USER OR OTHER THIRD PARTY. IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION 9 IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT PERIOD.

10.       TERM AND TERMINATION.  This Agreement shall become effective on the date of acceptance and shall remain in full force and effect for a period of twelve (12) months unless earlier cancelled or terminated as set forth in this Agreement. Thereafter, the Agreement shall automatically renew for successive twelve (12) month terms, unless either party provides to the other party written notice of its intention to terminate at least thirty (30) days prior to the expiration of the then‑current term.

11.       LIMITATION OF LIABILITY.  THE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE LICENSOR TECHNOLOGY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR OTHERWISE PAYABLE TO LICENSOR BY COMPANY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE UPON WHICH ANY SUCH LIABILITY ARISES. COMPANY MAY NOT BRING AN ACTION OR SUIT AGAINST LICENSOR AFTER THE FIRST ANNIVERSARY DATE UPON WHICH ANY LIABILITY ARISES HEREUNDER. IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE TO COMPANY OR ITS END USERS FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, COSTS OF PROCUREMENT OF SUBSTITUTE TECHNOLOGY, COST OF CAPITAL, LOSS OF GOODWILL, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE.

12.       GENERAL.

12.1     Applicable Law.   This Agreement and the rights and duties of the parties hereto shall be construed and determined in accordance with the internal laws of the State of Maryland without regard to its conflict of laws principles and without application of the Maryland Uniform Computer Information Transactions Act (Md. Code Ann., Comm. Law, §§ 22‑201, et seq. (2000)). The parties agree that the exclusive jurisdiction for any action or proceeding with respect to this Agreement or any action or proceeding brought to enforce any breach hereof or thereof against a party shall be in any federal or state court situated in the State of Maryland, in one or more actions or proceedings, and by acceptance of this Agreement, the parties irrevocably consent to such exclusive jurisdiction in such courts and to the proper venue therein.

12.2     Compliance with Applicable Laws. Licensee's use of the Licensor Technology shall comply with all applicable laws, statutes, regulations, ordinances or other rules. Licensee shall not export or permit the export of the Licensor Technology to any country in contravention of any law of the United States or any other country, including the Export Administration Act and regulations relating thereto.

12.3     Assignment. Licensee may not assign this Agreement, in whole or in part, without the prior written consent of the Licensor, which consent shall not be unreasonably withheld; provided that Licensee acknowledges and agrees that Licensor's withholding of such consent in the event of a proposed assignment to a competitor of Licensor or any of its Affiliates shall not be deemed unreasonable. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective successors and assigns.

12.4     Notices. All notices, requests, demands, waivers and other communications required or permitted hereunder must be in writing and shall be deemed to have been duly given (a) when delivered by hand or confirmed facsimile transmission; (b) one (1) day after delivery by receipted overnight delivery; or (c) three (3) days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the party at the address of a party, or to such address and/or facsimile number as either party shall furnish to the other party in writing.

12.5     Integrated Agreement. This Agreement constitutes the complete integrated agreement between the parties concerning the subject matter hereof. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded and canceled in their entirety.

12.6     Amendments. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either party unless mutually assented to in writing by authorized representatives of both parties.

12.7     Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided in writing. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by either party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a party to enforce each and every such provision thereafter.

12.8     Severability. If any provision of this Agreement is adjudged by a court to be invalid, void or unenforceable, the parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that this Agreement shall in any event otherwise remain valid and enforceable.

12.9     Force Majeure. Neither party shall be deemed to be in breach of this Agreement as a result of or liable to the other for any delays in the performance of its obligations hereunder (except for the payment of money due under this Agreement) caused by fire, explosion, act of God, strikes, war, riot, government regulation or act or any other cause beyond the reasonable control of such party, provided that each party gives the other party written notice promptly and uses its best efforts to cure the delay. If the delay continues for a period in excess of six (6) months, either party shall be entitled to terminate this Agreement on written notice.

12.10   Independent Contractors. Nothing in this Agreement shall make Licensor and Licensee partners, joint venturers or otherwise associated in or with the business of the other. Licensee is and shall always remain an independent contractor. Neither party shall be liable for any debts, accounts, obligations or other liabilities of the other party, its agents or employees. Neither party is authorized to incur debts or other obligations of any kind on the part of or as agent for the other except as may be specifically authorized in writing. This Agreement is not a franchise agreement and does not create a franchise relationship between the parties, and if any provision of this Agreement is deemed to create a franchise between the parties, then this Agreement shall automatically terminate.

12.11   Authority. Each party represents that the persons executing this Agreement on its behalf has the requisite corporate authority to do so which is not subject to any further ratification or approval.

12.13   Injunctive Relief. All rights, remedies and powers of Licensor hereunder are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers given hereby or any laws now existing or hereafter enacted. Licensee acknowledges and agrees that if Licensee breaches any obligations hereunder, Licensor may suffer immediate and irreparable harm for which monetary damages alone shall not be a sufficient remedy, and that, in addition to all other remedies that Licensor may have, Licensor shall be entitled to seek injunctive relief, specific performance or any other form of relief, including, but not limited to, equitable relief, to remedy a breach or threatened breach hereof by Licensee and to enforce this Agreement, and Licensee hereby waives any and all defenses and objections it may have on grounds of jurisdiction and venue, including, but not limited to, lack of personal jurisdiction and improper venue, and waives any requirement for the securing or posting of any bond in connection with such remedy.

12.14   Non‑exclusivity. Licensee acknowledges that its right and license to access the Licensor Technology under this Agreement is non‑exclusive, and that Licensor reserves the right to sell and distribute any of its Licensor Technology to any third party anywhere in the world, and to appoint any third party to do so, without giving Licensee notice thereof and without incurring any liability to Licensee therefor.

            12.15   Interpretation. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular and all words in any gender shall extend to and include all genders.

12.16   Captions and Headings. The captions and headings used in this Agreement are used for convenience only and are not to be given any legal effect.