END USER LICENSE AGREEMENT

IMPORTANT – READ CAREFULLY BEFORE USING THIS SOFTWARE:

THIS DOCUMENT CONTAINS THE TERMS AND CONDITIONS GOVERNING YOUR USE OF CERTAIN TECHNOOGY SERVICES GROUP, INC. SOFTWARE, INCLUDING OPENMIGRATE AND ACTIVE WIZARD, IN THE FORM OF AN AGREEMENT BETWEEN YOU AND TECHNOLOGY SERVICES GROUP, INC., THE TECHNOLOGY SERVICES GROUP, INC. END USER LICENSE AGREEMENT, BELOW.

BY CLICKING ON THE ACCEPT BUTTON, OR BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ARE INCIDATING THAT YOU HAVE READ THIS AGREEMENT AND CONSENT TO BE BOUND BY ALL TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, CLICK ON THE “CANCEL” BUTTON AND/OR DO NOT INSTALL THE SOFTWARE.

TECHNOLOGY SERVICES GROUP, INC., END USER LICENSE AGREEMENT

ANY THIRD PARTY SOFTWARE, INCLUDING ANY THIRD PARTY’S PLUG-IN, THAT MAY BE PROVIDED WITH THE SOFTWARE IS INCLUDED FOR USE AT YOUR OPTION. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY’S LICENSE AGREEMENT. TECHNOLOGY SERVICES GROUP, INC. IS NOT RESPONSIBLE FOR ANY THIRD PARTY’S SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE.

1. GRANT OF LICENSE.

Technology Services Group, Inc. (“TSG”) hereby grants to you a non-exclusive license to use the TSG software (“Software”) and any related documentation (“Documentation”) subject to the terms in this Agreement.

2. LICENSE RESTRICTIONS.

a) You may not:

• (i) permit other individuals to use the Software unless if they agree to the terms of this Agreement;
• (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation;
• (iii) rent, lease, transfer or otherwise transfer rights to the Software or Documentation ; or
• (iv) remove any proprietary notices or labels on the Software or Documentation.

b) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdictions in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

3. TITLE.

Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in TSG. The Software is protected by the copyright laws of the United States and international copyright treaties.

4. WARRANTIES AND LIABILITIES.

DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TSG FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TSG DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE MANNER. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TSG BE LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF TSG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TSG’S TOTAL LIABILITY FOR ANY DIRECT DAMAGES SHALL NOT EXCEED TWENTY-FIVE DOLLARS ($25.00). BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL TSG BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITAITON DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF TSG SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

5. TERMINATION.

This License Agreement will automatically terminate if you fail to comply with any term hereof. No notice shall be required from TSG to effect such termination. You may also terminate this License Agreement at any time by notifying TSG in writing of termination. Upon any termination of this License Agreement, you shall immediately discontinue use of the Software and shall within three (3) days return to TSG, or certify destruction of, all full or partial copies of the Software, documentation and related materials provided by TSG.

6. NO ASSIGNMENT.

announcement is made. If TSG does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, TSG may terminate this Agreement on thirty (30) days’ written notice. Both parties shall perform under this Agreement until such termination is effective.

7. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPERT RESTRICTIONS.

U.S. GOVERNMENT RESTRICTED RIGHTS: This Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (1) through (d) of the Commercial Computer Software—Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is Technology Services Group, Inc., 230 West Monroe, Suite 1950, Chicago, IL 60606. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North Korea, Serbia (except Kosovo), Sudan and Syria or any other country subject to a U.S. embargo or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Parties List or Entity List. By using the Software you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not expert or re-export the Software to any prohibited country, or to any prohibited person, entity, or end-user as specified by U.S. expert controls. For more information on the U.S. Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, and the Bureau of Export Administration (“BXA”), please see the BXA homepage (http://www.bxa.doc.gov).

8. IMPORTANT—MISCELLANEOUS.

a) Jurisdiction and Governing Law. You and TSG hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois to resolve any disputes and claims cognizable in court relating in any way, or arising out of, this license agreement, the Software, or your use of the Software. This license agreement and all disputes and claims relating in any way to, or arising out of, this license agreement, the Software, or your use of the Software, shall be governed by the laws of the State of Illinois.

b) Complete Agreement. This Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by TSG or not. The acceptance of any purchase order you place is expressly made conditional on your consent to the terms set forth herein. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of TSG. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

Copyright (c) 2006 TSG. All rights reserved.