MasterPlan™ END USER LICENSE AGREEMENT (“EULA”)
SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE AND TO THE SOFTWARE. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEB SITE OR THE SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN DO NOT USE THIS WEB SITE OR THE SOFTWARE.

MASTERPLANCENTRAL.COM TOTAL INTEGRATION, LLC TERMS OF USE: BY USING MASTERPLAN SOFTWARE YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF TOTAL INTEGRATION, LLC’S ONLINE SERVICE AT MASTERPLANCENTRAL.COM, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY.

As part of the Service, TOTAL INTEGRATION, LLC will provide you with use of the Service (MASTERPLANCENTRAL.COM), including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the MASTERPLANCENTRAL.COM website incorporated by reference herein, including but not limited to TOTAL INTEGRATION, LLC’s privacy and security policies.

1. Privacy & Security
Disclosure TOTAL INTEGRATION, LLC’s privacy and security policies may be viewed at http:// www.MASTERPLANCENTRAL.COM. TOTAL INTEGRATION, LLC reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, TOTAL INTEGRATION, LLC occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. As a paying customer of the Service, you agree that TOTAL INTEGRATION, LLC can disclose the fact that you are a paying customer.

2. License Grant & Restrictions
TOTAL INTEGRATION, LLC hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by TOTAL INTEGRATION, LLC. You may not access the Service if you are a direct competitor of TOTAL INTEGRATION, LLC, except with TOTAL INTEGRATION, LLC’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities
You are responsible for all activity occurring under your User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify TOTAL INTEGRATION, LLC immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to TOTAL INTEGRATION, LLC immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another TOTAL INTEGRATION, LLC user or provide false identity information to gain access to or use the Service.

4. Account Information and Data
TOTAL INTEGRATION, LLC does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not TOTAL INTEGRATION, LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and TOTAL INTEGRATION, LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

5. Intellectual Property Ownership
TOTAL INTEGRATION, LLC alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the MASTERPLANCENTRAL.COM Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the MASTERPLANCENTRAL.COM Technology or the Intellectual Property Rights owned by TOTAL INTEGRATION, LLC. The MASTERPLANCENTRAL.COM name, the MASTERPLANCENTRAL.COM logo, and the product names associated with the Service are trademarks of TOTAL INTEGRATION, LLC or third parties, and no right or license is granted to use them.

6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. TOTAL INTEGRATION, LLC and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. TOTAL INTEGRATION, LLC does not endorse any sites on the Internet that are linked through the Service. TOTAL INTEGRATION, LLC provides these links to you only as a matter of convenience, and in no event shall TOTAL INTEGRATION, LLC or its licensors be responsible for any content, products, or other materials on or available from such sites. TOTAL INTEGRATION, LLC provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Internet Delays
TOTAL INTEGRATION, LLC’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TOTAL INTEGRATION, LLC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Offie of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re- export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 TOTAL INTEGRATION, LLC and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

9. Trademark/Logo License
By your use of the Service, you grant to TOTAL INTEGRATION, LLC a perpetual, non-exclusive royalty free fully paid world-wide license to use any name, image, likeness, trademark or logo (“Identifying Material”) associated with you, your employer, or any affiliate organization on whose behalf you are utilizing the Services for any advertising, marketing or promotion of the Services.  Such license includes, but is not limited to inclusion in TOTAL INTEGRATION, LLC’s current or past client list, use of the Identifying Material on the MASTERPLANCENTRAL.COM website, and use of the Identifying Material in any other marketing or advertising media whether currently known or hereinafter developed.  By your use of the services you agree to indemnify and hold harmless TOTAL INTEGRATION, LLC from any costs, settlements, losses, or damages incurred by TOTAL INTEGRATION, LLC,  you, your employer or any affiliate organization on whose behalf you are utilizing the Services due to TOTAL INTEGRATION LLC’s use of the Identifying Material in accordance with this paragraph.  If you do not consent to the license granted herein, you shall notify TOTAL INTEGRATION, LLC in writing via United States Postal Service certified mail to the Following Address:
TOTAL INTEGRATION, LLC
ATTN:    Marketing Department
8361 N. Rampart Range Road
Suite B-103
Roxborough Park, CO 80125

9. Modification to Terms
TOTAL INTEGRATION, LLC reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

10. Definitions As used in this Agreement
“Agreement” means these online terms of use, any materials available on the MASTERPLANCENTRAL.COM website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by TOTAL INTEGRATION, LLC from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know- how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; ” MASTERPLANCENTRAL.COM Technology” means all of TOTAL INTEGRATION, LLC’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by TOTAL INTEGRATION, LLC in providing the Service; “Service(s)” means TOTAL INTEGRATION, LLC’s online workflow management and data analysis developed, operated, and maintained by TOTAL INTEGRATION, LLC, accessible via http://www.MASTERPLANCENTRAL.COM or another designated web site or IP address, or ancillary online or offline products and services provided to you by TOTAL INTEGRATION, LLC, to which you are being granted access under this Agreement, including the MASTERPLANCENTRAL.COM AND TOTAL INTEGRATION Technology and the Content; “User(s)” means employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by TOTAL INTEGRATION, LLC at your request).

11. Cancellation
In order to cancel your account, you must log into the account manager and cancel your account there. No other cancellation requests will be honored.

12. Limits of Liability
TOTAL INTEGRATION, LLC WILL NOT BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE ACTUAL PURCHASE PRICE OF THE IMPLEMENTATION PROGRAM, WHETHER OR NOT TOTAL INTEGRATION, LLC KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES MIGHT BE INCURRED. In no event shall Total Integration, LLC, including, without limitation, agents, contractors, employees and affiliates, be liable for any special, incidental or consequential damages, including, without limitation, loss of profits or income, whether or not Total Integration, LLC had knowledge that such damages might be incurred. We will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misinformation or any failure to provide information, except such as may result from our sole negligence. We will not be liable for, nor will any adjustment, refund or credit of any kind be given as a result of, any loss, damage, delay, misinformation or failure to provide information caused by or resulting in whole or in part from: The act, default or omission of any person or entity, other than Total Integration, LLC, including those of any local, state or federal government agencies. Your violation of any of the terms and conditions contained in the Total Integration, LLC Terms and Conditions and the End User License Agreement, as amended or supplemented. Perils of the air, public enemies, criminal acts of any person(s) or entities, including, but not limited to, acts of terrorism, public authorities acting with actual or apparent authority, authority of law, local disputes, civil commotion, hazards incident to a state of war, local or national weather conditions, national or local disruptions in air or ground transportation networks (as determined solely by us), strikes or anticipated strikes (of any entity, including, but not limited to, other vendors or suppliers), labor disruptions or shortages caused by pandemic conditions or other public health event or circumstances, natural disasters (earthquakes, floods and hurricanes are examples of natural disasters), conditions that present a danger to our personnel, and disruption or failure of communication and information systems (including, but not limited to, our systems). Our compliance with verbal or written instructions from the company, or persons claiming to represent the company. Our inability to provide a copy of the implementation record. Your hiring of any additional employees after the start of the implementation program. Your use of an incomplete, inaccurate or invalid Total Integration, LLC account number or your failure to provide a valid Total Integration, LLC account number in good credit standing. Our failure to notify you of any delay, loss or damage in connection with personnel changes or policy changes in your company. Performance of any services will not constitute Total Integration, LLC as the company’s or anyone’s agent for any purpose. Total Integration, LLC will not be liable for the failure to provide any services or service options where our records do not reflect that the services or service options were selected by the company.

13. Not Suitable for Critical Use
The MasterPlan software service in all its forms is built for non critical use only. It should not be used in or allowed to communicate with any health critical applications or systems or any other vital, critical or valuable applications or system