END USER LICENSE AGREEMENT

FOR ROCKET INVENTORY

NOTICE TO USER: THIS IS A CONTRACT. BY USING THE ROCKET INVENTORY (“SOFTWARE”) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. READ THESE TERMS CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT USE THE SOFTWARE.

1. Definitions.

1.1 “Agreement” means this End User License Agreement.

1.2 “Rocket Inventory” means Rocket Inventory, LLC, a Minnesota limited liability company.

1.3 “Reseller” means Any party approved as a reseller by Rocket Inventory LLC

1.4 “Software” means (a) all of the contents of the files, disk(s), SD/USB Card(s) or other media with which this Agreement is provided, including but not limited to (i) Rocket Inventory or third party computer information or software; and (ii) related explanatory written materials or files, including user manuals, and any "read me" or "help" files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Rocket Inventory in the future (collectively, "Updates").

2. License.

2.1 License Grant. Rocket Inventory hereby grants to you a limited, non-exclusive, nontransferable, license to use the Software as are sublicensed to you herewith (the "License") which may be used solely for your benefit and not any other person. 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 source code of the Software or make any copies of the Software.

2.2 Acknowledgment and Reservation of Rights. You acknowledge and agree that Rocket Inventory 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 Rocket Inventory's intellectual property or other proprietary rights, except as expressly set forth herein. All rights not expressly granted herein are reserved to Rocket Inventory, including the right to make use of any and all trademarks, service marks or trade names associated with the Software.

2.3 Setup, Use and Support. You and the Reseller are solely responsible for the use and ongoing setup of the Software and do so at your own risk. Your initial setup will be done working with Rocket Inventory and may include filling out various templates with your data. If phone/email support is needed from Rocket Inventory, 5 hours will be provided at no charge. Additional support will be made available at the rate of $100 per hour.

2.4 Transfer. You may not, rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software except as may be expressly permitted herein.

3. Updates. Rocket Inventory, in its sole discretion, reserves the right to provide updates to

the Software in the future.

4. Term And Termination.

4.1 Term. The Term of this Agreement shall commence on the date you agree to this Agreement and shall continue until the subscription ends.

4.2 Actions on Termination. Upon termination, expiration, or cancellation of this Agreement for any reason, your right to the Software hereunder shall cease, the License granted hereunder shall terminate, and you shall immediately discontinue any 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 remain in full force and effect, including but not limited to the restrictions and obligations set forth in Sections 5, 6, 7.3 and 7.6 of this Agreement.

5. NO WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ROCKET INVENTORY DOES NOT WARRANT THAT THE SOFTWARE WILL BE BUG-FREE OR FREE FROM PROGRAM ERRORS, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO ROCKET INVENTORY'S KNOWLEDGE, THE SOFTWARE DOES NOT CONTAIN ANY VIRUS OR MALICIOUS CODE.

EXCEPT AS OTHERWISE SET FORTH HEREIN, ROCKET INVENTORY DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE SOFTWARE AND DOES NOT MAKE ANY WARRANTY REGARDING THE USE, INSTALLATION, OR THE RESULTS OF THE USE OF THE SOFTWARE. YOU AND RESELLER ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE AND DO SO AT YOUR SOLE RISK.

6. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL ROCKET INVENTORY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE 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 THEREOF, WHETHER ARISING UNDER THEORIES OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER THEORY, REGARDLESS WHETHER ROCKET INVENTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION 6 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 FROM ROCKET INVENTORY'S RENDERING OF TECHNICAL OR OTHER ADVICE OR SERVICE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ADVICE OR SERVICE RELATED TO USE OF THE SOFTWARE.

7. Miscellaneous Provisions.

7.1 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 maximum extent permitted by law.

7.2 Assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, you shall not assign, sublicense, or otherwise transfer all or any part of this Agreement except as set forth in Section 2.4.

7.3 Governing Law; Jurisdiction; Attorneys' Fees. This Agreement shall be construed as having been made in, and shall be governed in accordance with, the laws of the State of Minnesota, without regard to that state's choice of law rules or conflict of law provisions. You agree that both venue and personal jurisdiction over you shall be proper in any state in Hennepin County, Minnesota for purposes of any disputes arising out of or related in any way to this Agreement, and you hereby irrevocably consent to the jurisdiction of such courts. You agree to pay any attorneys’ fees that Rocket Inventory incurs in the enforcement of this Agreement.

7.4 Indemnification. You agree to indemnify, defend and hold Rocket Inventory, its affiliates and employees harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Software.

7.5 Injunctive Relief. You acknowledge and agree that monetary damages alone would not be an adequate remedy in the event of a material breach by you of your obligations under this Agreement and that, in such event, Rocket Inventory shall be entitled to injunctive relief without limitation and without bond to require you to comply with your obligations hereunder.

7.6 Export Restrictions. You shall not export or re-export the Software, or any part thereof, or any process or service that is the direct product of the Software (collectively the "Restricted Components"), to any country, person, or entity subject to United States export restrictions. You shall not export or re-export any of the Restricted Components: (i) to any country to which the U.S. has 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 from participating in U.S. export transactions by any agency of the U.S. government; or (iii) otherwise in violation of applicable law. You represent and warrant that neither the U.S. Bureau of Industry and Security or its predecessor, nor any other U.S. federal agency, has suspended, revoked, or denied your export privileges.

7.7 [Reserved].

7.8 Entire Agreement. This Agreement constitutes the exclusive and entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to the subject matter hereof.

7.9 Modification and Wavier. 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 performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY USING OR INSTALLING THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO ROCKET INVENTORY THE RIGHTS SET FORTH HEREIN.