THE WORK (AS DEFINED BELOW) IS PROVIDED UNDER THE TERMS OF THIS LICENSE. THE WORK IS PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAW. ANY USE OF THE WORK OTHER THAN AS AUTHORIZED UNDER THIS LICENSE IS PROHIBITED.

BY EXERCISING ANY RIGHTS TO THE WORK PROVIDED HERE, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. THE LICENSOR GRANTS YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS.

This License Agreement is a legal agreement between you (either an individual or a single entity) and Phoenix Design Concepts, Inc. for the software product identified above, including any software, media, and accompanying on-line or printed documentation ("Product").

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT.

DEFINITIONS

• "Collective Work" means a work, consiting of the work and a graphical user interface supplied by another party. such as an end users website.A work that constitutes a Collective Work will not be considered a Derivative Work (as defined below) for the purposes of this License.
• "Derivative Work" means a work based upon the Work or upon the Work and other pre-existing works, such as a translation, musical arrangement, dramatization, fictionalization, motion picture version, sound recording, art reproduction, abridgment, condensation, or any other form in which the Work may be recast, transformed, or adapted, except that a work that constitutes a Collective Work will not be considered a Derivative Work for the purpose of this License.
• "Licensor" means the individual or entity that offers the Work under the terms of this License.
• "Original Author" means the individual or entity who created the Work. (Phoenix Design Concepts, Inc.
• "Work" means the copyrightable work of authorship offered under the terms of this License. The BPG Agent Solution, or The BPG Brokerage solution.
• "You" and "The Customer" means an individual or entity exercising rights under this License who has not previously violated the terms of this License with respect to the Work, or who has received express permission from the Licensor to exercise rights under this License despite a previous violation.

GRANT OF LICENSE

Provided that you comply with all terms and conditions of this agreement, Phoenix Design Concepts, Inc. grants you a nonexclusive license including the following rights:

• You may install and use one copy of the Product on a single computer.
• You may make (1) copy of the Product for backup and archival purposes.
• You may resell the software, as our agent, with the supplied or a custom front end provided that the license is paid for each distribution of the product (one License is required for each domain name the software runs under.) License fees must be paid to Phoenix Design Concepts within 30 days of installation of thework.
• Phoenix Design Concepts, Inc. reserves all rights not expressly granted to you in this agreement.

RESTRICTIONS

The license granted above is expressly made subject to and limited by the following restrictions:

• Derivative Work are expressly prohibited.
• If you distribute, publicly display, publicly perform, or publicly digitally perform the Work or any Collective Works, You must keep intact all copyright notices for the Work and give the Original Author credit reasonable to the medium or means You are utilizing by conveying the name (or pseudonym if applicable) of the Original Author if supplied; the title of the Work if supplied. Such credit may be implemented in any reasonable manner; provided, however, that in the case of a Collective Work, at a minimum such credit will appear where any other comparable authorship credit appears and in a manner at least as prominent as such other comparable authorship credit.

NO WARRANTY

This Product is provided on an "as is" basis without warranty of any kind, expressed or implied, including, but not limited to implied warranties of merchantability or fitness for a particular purpose. All other warranties are also expressly disclaimed.

LIMITATION OF LIABILITY

Under no circumstances and under no legal theory, tort, contract, or otherwise, shall Phoenix Design Concepts, Inc. 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, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will Phoenix Design Concepts, Inc. be liable for any damages in excess of the amount Phoenix Design Concepts, Inc. received from you for a license to the Product, even if Phoenix Design Concepts, Inc. shall have been informed of the possibility of such damages, or for any claim by any other party.

INDEMNIFICATION

Customer agrees that it shall defend, indemnify, save and hold Phoenix Design Concepts, Inc. harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against Phoenix Design Concepts, Inc. owners, their agents, their customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, agents, employees or assigns of the owners of Phoenix Design Concepts, Inc.. Customer agrees to defend, indemnify and hold harmless Phoenix Design Concepts, Inc. owner/s against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Phoenix Design Concepts, Inc.. (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customer from Phoenix Design Concepts, Inc.

SUITABILITY

The persons or company using this Product are solely responsible for thoroughly testing it to make sure it works to their satisfaction before purchasing a license and incorporating it into their programs. By obtaining a license, the licensee indicates that the Product has met his/her expectations and runs to his/her satisfaction.

TERMINATION

This License and the rights granted hereunder will terminate automatically upon any breach by You of the terms of this License. Individuals or entities who have received Collective Works from You under this License, however, will not have their licenses terminated provided such individuals or entities remain in full compliance with those licenses. The restrictions, indemnifacation, and limits of liability will survive any termination of this License

Subject to the above terms and conditions, the license granted here is perpetual (for the duration of the applicable copyright in the Work). Notwithstanding the above, Licensor reserves the right to release the Work under different license terms or to stop distributing the Work at any time; provided, however that any such election will not serve to withdraw this License (or any other license that has been, or is required to be, granted under the terms of this License), and this License will continue in full force and effect unless terminated as stated above.

Revised 8/22/2001