Software License Agreement

For and in consideration of the purchase or use of the software packages or programs and accompanying documentation known as TOP BID ONLINE (hereinafter the "Software") sold and distributed by TOP BID, LLC, (hereinafter "Licensor"), and other good and valuable consideration, the purchaser or user of the Software (hereinafter "Licensee") by its purchase, acceptance or use of the Software agrees to the following terms.

LICENSE. Licensor agrees that the Licensee shall have the nonexclusive and nontransferable right to use the Software for the purposes for which it was intended. Licensee shall not copy, sell, transfer or otherwise deliver the Software to any other person or entity. Licensee has no, and through this Agreement gains no, ownership rights or interests in the Software. Licensee may make one copy of the Software so that it has a copy for backup or for title purposes, only.

INDEMNIFICATION. Licensee agrees to indemnify and hold harmless Licensor from any claims, demands and damages relating to or arising from Licensee's use of the Software.

TERM. This agreement is effective from the first date of Licensee's acceptance or use of the Software and shall remain in effect until it is terminated. You may terminate this Agreement at any time by completely destroying all copies of the Software. If this Agreement is terminated by the Licensor, Licensee must destroy all copies of the Software.

COPYRIGHT. The Software is owned by TOP BID, LLC, and is protected by the United States copyright laws. Your use and copying of the Software is limited as set forth in this Agreement and United States copyright laws.

WARRANTY. Licensor warrants, for a period of ninety (90) days after its installation, that the Software shall conform to the applicable user manual. Licensee's sole and exclusive remedy for the breach of this warranty is replacement of the Software with another copy of same or a refund of monies paid by the Licensee for the Software. Licensor does not warrant that the operation of the software will be uninterrupted or error-free or that all errors can be corrected. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR MAKES NO REPRESENTATIONS AS TO THE QUALITY, CONDITION OR PERFORMANCE OF THE SOFTWARE. LICENSOR HAS MADE NO REPRESENTATION OR WARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN.

LIMITATION OF DAMAGES. LICENSEE'S SOLE AND EXCLUSIVE REMEDY FROM LICENSOR FOR ANY CLAIMS ARISING FROM OR RELATING TO THE SOFTWARE SHALL BE LIMITED TO THE REPLACEMENT OF THE SOFTWARE OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY DAMAGES, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, OR ANY COSTS OR EXPENSES.

GOVERNING LAW. JURISDICTION. ATTORNEYS' FEES. This Agreement shall be interpreted and enforced under Alabama law. Any action relating to or arising from the Software or this Agreement shall be maintained in the appropriate Court in Tuscaloosa County, Alabama. Licensor may recover its attorneys' fees and costs from the Licensee should the Licensor have to take any action with respect to this Agreement or Licensee's use of the Software.

SUCCESSORS. This Agreement shall inure to the benefit of and be binding upon not only the Licensor and Licensee, but any successors and permitted assigns.

SEVERABILITY. If any part of this Agreement is or shall become unenforceable, such shall not affect the validity of any other provision of this Agreement, and this Agreement shall be interpreted and given full force and effect as if the unenforceable provision was not contained herein.