END USER LICENSE AGREEMENT
WHEREAS, Licensor has developed a proprietary loan grading web application system and
supporting documentation relating thereto; and
WHEREAS, Licensee desires to obtain a license to use Licensor’s loan grading web
application system for its own internal business purposes; and
WHEREAS, subject to the terms and conditions set forth below, Licensor is willing to grant a
limited license to Licensee and Licensee desires to obtain such license, all upon the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement,
Licensor and Licensee agree as follows:
I. DEFINITIONS
1.1
"Licensed Documentation" shall mean all of the written, printed, electronic, or other
format materials published or otherwise made available by Licensor that relate to the functional,
operational, and/or performance capabilities of the Licensed Web Application.
1.2
"Licensed Web Application" shall mean the proprietary loan grading web application
created and designed by Licensor, as well as any updates, technical revisions or enhancements
thereto as may be provided by Licensor from time to time.
Other terms shall have the meanings given to them herein.
II. LICENSE
2.1
License. Subject to the provisions of this Agreement as well as the payment of all
applicable license fees, Licensor hereby grants to Licensee and Licensee hereby accepts from
Licensor, a limited, personal, revocable, nonexclusive, nontransferable, nonassignable right and
license to use the Licensed Web Application solely in connection with the Licensee’s own internal
business purposes (the “License”). Except as explicitly provided in this Section 2.1, no license under
any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, express or
implied, are granted by Licensor to Licensee under this Agreement.
2.2
Access. Upon payment of all applicable fees, Licensor shall provide Licensee with
access to the Licensed Web Application and the Licensed Documentation (collectively, the
“Content”). Licensee may establish one user account to access the Content, which access will be
limited by the use of an identifying username and password. Licensee is solely responsible for all
activity occurring under Licensee’s user account and agrees to notify Licensor immediately if
Licensee becomes aware of any loss, theft or unauthorized use Licensee’s username or password.
Except where Licensor has actual notice of loss, theft or unauthorized use of Licensee’s username or
password, Licensor shall have the right to rely, without further inquiry, on provision of the username
and password as sufficient to authenticate use of the Content by Licensee.
2.3
Restrictions on Use. Licensee shall not, nor shall it allow any of its affiliates or any
third party to, make any alterations, modifications or revisions to the Content. Licensee shall not

conduct, cause or permit: (i) the use, copying, modification, rental, lease, sublease, sublicense, or
transfer of the Content except as expressly provided in this Agreement; (ii) the creation of any
derivative works based on the Content, or any component thereof; or (iii) the reverse engineering,
disassembly, decompiling or recompiling of the Content.
2.4
Ownership of Materials. All patents, copyrights, circuit layouts, source code, object
code, microcode, mask works, trade secrets, and other proprietary rights in or related to the Content
are and will remain the sole and exclusive property of Licensor, whether or not specifically
recognized or perfected under the laws of the jurisdiction in which the Content is used or licensed.
Licensee will not take any action that infringes or otherwise jeopardizes Licensor’s proprietary rights
or acquire any right in the Content or any other Confidential Information (as defined below) of
Licensor. Licensor will own all rights in any copy, translation, modification, adaptation, or
derivation of the Licensed Web Application or other items of Licensor’s Confidential Information,
including any improvement or development thereof. Licensee will obtain, at Licensor’s request, the
execution of any instrument that may be appropriate to assign these rights to Licensor or perfect
these rights in Licensor's name.
2.5
Licensor Obligations. Except as otherwise expressly set forth herein, Licensor’s sole
obligation with respect to the Content shall be to provide access to the Content in accordance with,
and subject to, the provisions of this Agreement.
2.6
Third-Party Software and Hardware. Licensee shall have sole responsibility to obtain
and pay for any third-party software or hardware necessary or desirable to access the Content or
operate the Licensed Web Application.
III. FEES
3 .1
Fees. To obtain the License granted hereunder, Licensee shall pay the fee set forth on
Schedule 1 hereto and incorporated herein by this reference (the “License Fee”). Licensor may
modify the License Fee upon thirty (30) days prior notice to Licensee.
3.2
Taxes. All governmental taxes (including, without limitation, sales and use taxes),
tariffs, assessments, duties or levies of any kind or nature relating to or arising from this Agreement
or Licensee’s use of the Licensed Web Application (other than taxes based on Licensor’s income)
shall be the sole liability and responsibility of Licensee.
IV. TERMINATION
4.1
Termination For Cause. Licensor may terminate this Agreement immediately upon
notice to Licensee for: (i) Licensee's breach of any representation, warranty or covenant set forth in
this Agreement; (ii) Licensee’s misuse of the Content in contravention of this Agreement; or (iii) the
failure of Licensee to perform any of its obligations under this Agreement.
4.2
Termination Without Cause. This Agreement may be terminated by Licensor or by
Licensee at any time following the date that is ninety (90) days from the date of this Agreement, with
or without cause, for any reason or no reason, effective thirty (30) days following the giving of
written notice thereof by the terminating party.

4.3
Termination for Bankruptcy or Insolvency of Licensee. This Agreement shall
immediately terminate and be of no further force or effect, without notice or any other action by
Licensor, upon: (i) the institution of bankruptcy, receivership, insolvency, reorganization, or other
similar proceedings by or against Licensee under any section or chapter of the United States
Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state
thereof; (ii) the insolvency or making of an assignment for the benefit of creditors or the admittance
by Licensee of any involuntary debts as they mature or the institution of any reorganization
arrangement or other readjustment of debt plan of Licensee not involving the United States
Bankruptcy Code; (iii) the appointment of a receiver for all or substantially all of Licensee’s assets;
or (iv) the taking of any corporate (or other entity) action by the board of directors (or other
managers) of Licensee in furtherance of any of the above actions.
4.4
Remedies; Effect of Termination. Upon termination of this Agreement, Licensee
shall return to Licensor all Content and any other Confidential Information of Licensor, in whatever
form such materials are held by Licensee and including all copies thereof. Licensee acknowledges
that all such materials are the property of Licensor and Licensee agrees not to retain any copies of
such materials after the termination or cancellation of this Agreement. Upon Licensor’s written
request, Licensee agrees to provide a written certification to Licensor that Licensee has complied
with the Licensor’s demand in a form acceptable to Licensor. In addition to the remedies set forth
above or otherwise under this Agreement, Licensor may electronically disable access to the Licensed
Web Application upon the termination or cancellation of this Agreement.
4.5
Licensor’s Cure Right. If there is a material breach by Licensor of this Agreement,
Licensor may, in its sole discretion: (i) procure for Licensee the right to continue using the Content
or any portion thereof; (ii) replace or modify the Content, or any portion thereof, to cure the breach;
or (iii) terminate Licensee’s right to use the Content and provide Licensee a partial refund or credit,
in an amount determined to be equitable by Licensor, in Licensor’s sole discretion, for a portion of
the License Fee actually paid by Licensee to Licensor hereunder.
4.6
Survival. The termination of this Agreement, for whatever reason or for no reason,
shall not affect any liability or obligation of either party hereunder which shall have accrued prior to
or as a result of such termination, including, but not limited to, any liability for loss or damage on
account of breach, nor shall the termination of this Agreement (by either party, for whatever reason
or for no reason) affect the terms or provisions hereof which contemplate performance by or
continuing obligations of a party beyond the termination hereof, including, without limitation, the
obligations of Licensee under Sections 2.3, 2.4, 4.4, Article VI, Article VII, Article VIII, Article IX,
Article X, and Sections 11.6, 11.15, 11.17 and 11.18 of this Agreement.
V. LICENSEE WARRANTIES
Licensee hereby represents and warrants that: (i) if Licensee is an entity, it is a legal entity
duly organized, validly existing and in good standing in the jurisdiction of its organization; (ii) it has
all requisite power and authority to execute, deliver and perform its obligations hereunder; (iii) the
Agreement has been duly and validly executed and delivered by Licensee, and constitutes a valid and
binding obligation of Licensee, enforceable against Licensee in accordance with its terms; and (iv) it
will comply with all laws and regulations applicable to the performance of its obligations hereunder,
including, without limitation, the United States Export Administration Regulations, and will obtain
all applicable permits and licenses required of it in connection with its obligations hereunder.

VI. DISCLAIMER OF WARRANTIES
LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT THE CONTENT IS
PROVIDED “AS IS” WITH ALL FAULTS, AND THAT THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE
LICENSEE. LICENSOR DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONTENT OR ITS
CONDITION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WITHOUT LIMITING
THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE CONTENT WILL MEET
LICENSEE’S NEEDS OR REQUIREMENTS, OR THAT THE OPERATION OF THE LICENSED
WEB APPLICATION OR OTHER USE OF THE CONTENT WILL BE UNINTERRUPTED,
DEFECT-FREE, VIRUS-FREE, ERROR-FREE, OR OTHERWISE PROBLEM-FREE.
VII. LIMITATION OF LIABILITY
LICENSOR SHALL NOT BE LIABLE FOR ANY (i) SPECIAL, INDIRECT,
INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING
LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT
OR THE OPERATION OF THE LICENSED WEB APPLICATION OR OTHER USE OF THE
CONTENT, INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES
ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE, PROFITS OR
GOODWILL, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO
EQUIPMENT, AND CLAIMS AGAINST LICENSEE BY ANY THIRD PARTY, INCLUDING,
WITHOUT LIMITATION, CLAIMS, FINES OR PENALTIES BROUGHT OR OTHERWISE
IMPOSED BY ANY GOVERNMENTAL AUTHORITY, EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (ii) DAMAGES (REGARDLESS OF
THEIR NATURE) FOR ANY DELAY OR FAILURE BY LICENSOR TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND LICENSOR’S
REASONABLE CONTROL; OR (iii) CLAIMS MADE SUBJECT OF A LEGAL PROCEEDING
AGAINST LICENSOR MORE THAN ONE (1) YEAR AFTER ANY SUCH CAUSE OF ACTION
FIRST AROSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
LICENSOR’S LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT
LAW, TORT LAW, WARRANTY, OR OTHERWISE SHALL BE LIMITED TO DIRECT
DAMAGES NOT TO EXCEED THE LESSER OF (i) THE LICENSE FEE ACTUALLY
RECEIVED BY LICENSOR FROM LICENSEE UNDER THIS AGREEMENT OR (ii) THE
ACTUAL AMOUNT OF MONEY DAMAGES INCURRED BY LICENSEE.
VIII. CONFIDENTIALITY
8.1
Confidential Information. Each party acknowledges that, pursuant to this Agreement,
the parties may receive confidential information regarding the business of the other, and agrees that
either party (the "Discloser") may at its option make available to the other party (the "Recipient")
non-public information relating to all forms and types of financial, business, marketing, operations,
scientific, technical, economic and engineering information, whether tangible or intangible, including
without limitation, patterns, plans, compilations, program devices, formulas, designs, prototypes,
methods, techniques, processes, procedures, programs, codes, know-how, computer software,
databases, product names or marks, marketing materials or programs, plans, specifications, shoppractices, customer lists, marketing lists, supplier lists, engineering and manufacturing information,

price lists, costing information, employee, independent contractor and consulting relationship
information, accounting and financial data, profit margin, marketing and sales data, strategic plans,
resumes of consultant(s), trade secrets and all other proprietary information of Discloser, its
affiliates, subsidiaries or parent (including all originals, copies, digests and summaries in any form)
(collectively, "Confidential Information"). The term "Confidential Information" shall not include
any information which:

(i) is or becomes publicly known through no wrongful act or failure to act on the part of
the Recipient;
(ii) is known to the Recipient without proprietary restrictions at the time of disclosure by
the Discloser or becomes rightfully known to the Recipient without proprietary
restrictions from a source other than the Discloser;
(iii) is independently developed by the Recipient without reference to the Confidential
Information disclosed by the Discloser with appropriate written documentary
evidence; or
(iv) is disclosed by order of law, provided, however, that in such event the Recipient
shall, if permitted, first give written notice thereof to the Discloser and shall fully
cooperate (but at the Discloser’s sole cost and expense) in the Discloser’s attempting
to obtain a protective order or other waiver or exclusion from the court or other
applicable governmental or other authority.
8.2
Licensor’s Confidential Information. Licensee acknowledges that the Content is
confidential and proprietary property of the Licensor, the development of which required the
expenditure of considerable time and money by Licensor, and is Confidential Information subject to
the restrictions stated above.
8.3
Due Care and Disclosure. The Recipient agrees to receive the Confidential
Information in confidence and to keep the Confidential Information confidential using the same
degree of care used by the Recipient to protect its own Confidential Information of like nature, but in
no event less than a reasonable level of care. The Recipient shall not use, copy, or disclose, nor
permit any of its personnel to use, copy, or disclose the same for any purpose that is not specifically
authorized under this Agreement.
8.4
Notification Obligation. If Licensee becomes aware of any unauthorized use or
disclosure of the Confidential Information of Licensor, Licensee shall promptly and fully notify
Licensor of all facts known to it concerning such unauthorized use or disclosure. Notwithstanding
the foregoing, Licensee shall exercise its best efforts to preserve the confidentiality of the
Confidential Information including, without limitation, by cooperating with Licensor to obtain an
appropriate protective order or other reliable assurance that confidential treatment will be accorded
the Confidential Information by such tribunal.
8.5
Use. The Recipient shall use such Confidential Information only in connection with
the furtherance of the business relationship between the parties, and for no other purpose. Nothing in
this Agreement, however, shall restrict either party from using, disclosing or disseminating its own
Confidential Information in any way. Licensee shall not permit any personnel of Licensee to remove
any proprietary or other legend or restrictive notice contained or included in any material provided by
Licensor. Licensee shall ensure that prior to the use of and access to Licensor’s Confidential
Information each employee is apprised of the confidential and proprietary nature of the same.

8.6
Third-Party Access. Licensee shall not allow, and shall take all reasonable
precautions to prevent, any third party to have access to Licensor’s Confidential Information. If
Licensee wishes to disclose any of Licensor’s Confidential Information to contractors engaged by
Licensee to provide technical support services in connection with the Licensed Web Application,
Licensee must obtain Licensor's prior written approval for such disclosure, which may be withheld in
Licensor’s sole discretion, and Licensee shall ensure that such contractors understand the confidential
and proprietary nature of Licensor’s Confidential Information and agree to abide by the terms of this
Agreement.
8.7
Irreparable Harm. Each party acknowledges that any violation of the provisions of
this Article by either party may cause the other party immediate and irreparable damage for which
the non-breaching party cannot be adequately compensated by monetary damages. Therefore, in the
event of any such breach, the non-breaching party shall be entitled to seek preliminary or other
injunctive relief, an order for specific performance, and any other equitable relief that a court may
determine to be appropriate, and the non-breaching party shall not be required to post a bond or any
other form of surety upon obtaining such equitable relief. The parties agree that such equitable relief
will be in addition to any damages or other remedies provided by law and otherwise available to the
non-breaching party by reason of the other party’s breach.
IX. INDEMNIFICATION
9.1 Indemnification. Licensee shall indemnify and defend Licensor, its managers, members,
employees and affiliates, and shall hold such parties harmless from and against any and all losses,
claims, liabilities, damages or expenses, including fines, penalties, attorneys’ fees and court costs,
arising out of or in connection with: (i) any breach of warranty, misrepresentation, or nonfulfillment
of any obligation on the part of Licensee (or any employee, agent or other personnel of Licensee)
under this Agreement; (ii) any use of the Content not in accordance with this Agreement or for
purposes not intended by Licensor; (iii) any modification of the Licensed Web Application made by
any person other than Licensor; (vi) any interpretation of the output generated by the Licensed Web
Application, regardless of who interpreted such output; (v) any governmental filing made, or any
document subject to governmental regulation created, whether submitted to a governmental authority
or otherwise, that was based, in whole or in part, on the output generated by the Content; and (vi) the
malfunctioning of any Content while in the possession of Licensee.
9.2
Assumption of Defense. If Licensee fails to assume the defense of any actual or
threatened action covered by this Article within the earlier of (i) any deadline established by a third
party in a written demand or by a court or (ii) thirty (30) days of notice of the claim, Licensor may
follow such course of action as it reasonably deems necessary to protect its interest, including,
without limitation, settlement of the claim, and shall be indemnified for all costs reasonably incurred
in such course of action, including without limitation reasonable attorneys’ fees and all costs
associated with settlement.
X. ARBITRATION
Any unresolved dispute, controversy or claim arising out of or relating to this
Agreement shall be settled by binding arbitration. The expedited procedures of the
Commercial Arbitration Rules of the American Arbitration Association in effect on the date
that the arbitration is initiated as provided herein shall govern the procedure for the

arbitration. The arbitration shall be conducted by a single arbitrator selected by the Licensor.
In making an award, the arbitrator shall apply and follow the substantive laws of the State of
Iowa applicable to contracts and agreements made entirely in Iowa, without regard to conflicts
of law principles, as they exist on the date the arbitration demand is filed, and to the extent
applicable, the Federal Arbitration Act found at 9 U.S.C. § 1, et. seq. The arbitration, including
the rendering of the awared, shall take place in Des Moines,Iowa. Any award rendered by the
arbitrator may be entered as a judgment or order and confirmed or enforced by either party in
Des Moines, Iowa. If either party brings or appeals any judicial action to vacate or modify any
award rendered pursuant to arbitration or opposes the confirmation of such award and the
party bringing or appealing such action or apposing confirmation of such award does not
prevail, such party will pay all of the costs and expenses (including, without limitation, court
costs and attorneys’ fees) incurred by the other party in defending such action. The arbitrator
may only grant a remedy or relief that is within the scope of this Agreement. The arbitrator
shall not award punitive or exemplary damages, and each party to this Agreement waives their
respective right to recover such damages under any circumstances.
XI. MISCELLANEOUS PROVISIONS
11.1 Notice. Any notice or demand hereunder shall be in writing and shall be sent by
registered or certified United States mail, postage prepaid, to the address set forth below or to such
other addresses as the parties may designate in writing and shall be effective upon receipt.
Legosys Solutions
2600 Grand Ave, Suite 400
Des Moines , Iowa 50312
Attn: President
11.2 Use of Licensee's Name. Licensor shall be entitled to use Licensee's name in a client
list at Licensor's discretion.
11.3 Attribution and Press Releases. Licensee shall not issue any press release,
promotional material, advertisements, or similar materials discussing the attribution of the Content or
the parties' relationship before obtaining Licensor's written approval to the content and issuance of
any such material.
11.4 Construction. The parties agree that any principle of construction or rule of law that
provides that an agreement shall be construed against the drafter of the agreement in the event of any
inconsistency or ambiguity in such agreement shall not apply to the terms and conditions of this
Agreement.
11.5 Modifications. This Agreement may not be amended or modified except by written
instrument signed by the parties; provided, that a change in the License Fee shall not be deemed to be
an amendment or modification of this Agreement.
11.6 Assignment. Licensor shall have the right to assign this Agreement. Licensee shall
not assign this Agreement without the prior written consent of Licensor, which consent may be
withheld in Licensor’s sole discretion. Any prohibited assignment or sublicense shall be null and
void.

11.7 Binding Effect on Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective successors, legal
representatives and assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any person other than the parties hereto (and their respective successors, legal representatives
and assigns) any rights, remedies, liabilities or obligations under or by reason of this Agreement.
11.8 Waiver. No delay or omission on the part of Licensor in exercising any right
hereunder shall operate as a waiver of such right or any other right under this Agreement.
11.9 Headings. The article, section and paragraph headings used herein are for reference
only and shall not limit or control any term or provision of this Agreement or the interpretation or
construction thereof.
11.10 Schedules. All schedules referred to, in, or attached to this Agreement are integral
parts of this Agreement as if fully set forth herein and are incorporated herein by this reference.
11.11 Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be contrary to law, or otherwise unenforceable for any reason, the remaining
provisions of this Agreement shall remain in full force and effect.
11.12 Entire Agreement. This Agreement and the schedules referred to herein constitute the
entire contract between the parties hereto pertaining to the subject matter hereof and supersede all
prior proposals, agreements, understandings, negotiations, and discussions, whether written or oral,
of the parties in connection with the subject matter hereof.
11.13 Nature of Relationship; Authority of Parties. Nothing contained in this Agreement
and no action taken or omitted to be taken by Licensor or Licensee pursuant hereto shall be deemed
to constitute the parties a partnership, an association, a joint venture or other entity whatsoever. This
Agreement is not intended and shall not be construed to constitute Licensor or Licensee to be an
agent of the other or cause Licensor or Licensee to be responsible in any way for the acts, omissions,
debts, liabilities or obligations of the other. Neither Licensor nor Licensee has the authority to bind
the other in any respect whatsoever.
11.14 Attorneys' Fees. In the event of an alleged breach of this Agreement by Licensee,
Licensor shall be entitled to reimbursement of all of its costs and expenses, including reasonable
attorneys' fees, incurred in connection with such dispute, claim, or litigation, including any appeal
therefrom.
11.15 Force Majeure. In the event that either party is prevented from performing or is
unable to perform any of its obligations under this Agreement due to any cause beyond its reasonable
control, then that party's performance shall be excused and the time for performance shall be
extended for the period of delay or inability to perform due to such occurrence.

