END-USER LICENSE AGREEMENT

BASECAMP SOFTWARE

NOTICE TO USER: PLEASE READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity), Kid to Kid/Uptown Cheapskate and its affiliate, BaseCamp Franchising, Inc. ("BASECAMP"). This agreement governs all existing and future software developed by BASECAMP, including but not limited to the Inventory Management and Appraisal Program ("IMAP"), the Baseline Point of Sale software ("BASELINE"), and the Q software suite ("Q") and includes any upgrades, updates, patches, feature enhancements and additional versions of the software that replace or supplement the original software as well as any and all associated media, printed materials, online or electronic documentation (collectively "SOFTWARE") distributed by or on behalf of BASECAMP. By expressly accepting these terms or by downloading, installing, activating, and/or otherwise using the SOFTWARE, you are agreeing that you have read, and that you agree to comply with and are bound by the terms and conditions of this EULA and all applicable laws and regulations. If you do not agree to the terms of this EULA, you may not download, install, activate or otherwise use the SOFTWARE. If you are accepting these terms and conditions on behalf of an entity, you acknowledge that you have the appropriate authority to accept these terms and conditions on behalf of such entity.

1. Grant of License. This SOFTWARE is licensed, not sold. Subject to the terms, conditions and restrictions of this EULA, BASECAMP hereby grants you a limited, personal, nonexclusive, and except as otherwise set forth in Section 7 below, nontransferable, license, without right to sublicense. You may use the SOFTWARE solely for business on approved devices and/or in such configurations as expressly permitted by BASECAMP, for such period as specified in the Franchise Agreement, subject to license, limitations and conditions set forth in Section 2 below. BASECAMP will install the software on a store's network server provided that you have appropriate licenses on or for each station of the network where the software will be used. Some SOFTWARE may require purchase or acquisition of additional software or hardware to enable functionality, such as Q that requires additional software, "CheckIn" and "Gatekeeper" which are redeemed through the App Store and installed on the appropriate Apple devices.

2. License Limitations and Conditions. This license is conditioned upon BASECAMP receiving your timely payment of the licensing fees and/or royalties related to the SOFTWARE, if any, as well as compliance with all applicable conditions outlined in the Franchise Agreement. You may not copy the software. You may not loan, rent, share, lease or transfer the SOFTWARE or otherwise transfer or assign the right to use the software, except as stated in this Section and Section 6, below. You may not reverse, engineer, decompile, or disassemble the software.

3. Licensing Fee. You agree that you have fully paid all software licensing fees in accordance with your Franchise Agreement.

4. Computer Support Fee. You agree to pay an ongoing Computer Support Fee, as outlined in your Franchise Agreement. A portion of that fee will be utilized for the BASECAMP developed software maintenance and upgrades. Except for the initial Licensing Fee, BASECAMP certifies that all upgrades, updates, patches, feature enhancements and additional versions of the software that replace or supplement the original software, if any, as well as any and all associated media, printed materials, online or electronic documentation is included in the monthly Computer Support fee.

5. Rights Reserved. BASECAMP SOFTWARE IS LICENSED, NOT SOLD. Except for the license expressly granted in this EULA, BASECAMP retains all rights, title, and interest in and to the SOFTWARE and in all related content, materials, copyrights, trade secrets, patents, trademarks, derivative works and any other intellectual property rights, including but not limited to the reproduction, modification, distribution, transmission, adaptations, translation, display, republication or performance of the SOFTWARE as well as any and all rights not expressly granted herein.

6. Compliance. Upon request by BASECAMP, you will certify in writing that all use of SOFTWARE is in compliance with the terms of this EULA and you grant BASECAMP, or its agent(s) or representatives(s) the right to perform a reasonable audit and agree to cooperate and provide all records reasonably related to your compliance with this Agreement.

7. Transferability. You may permanently transfer the SOFTWARE and accompanying written materials (including the most recent update and all prior versions) only for the store in which the license was issued and by obtaining written permission from BASECAMP. You may not retain any copies and the transferee agrees to be bound by the terms of this Agreement. Such a transfer terminates your license.

8. Your Responsibilities. You are responsible for: (a) all activities that occur under your account; (b) maintaining the confidentiality of any User Name, passwords or log-in credentials; (c) taking reasonable steps to prevent unauthorized access to confidential information. You must promptly report any unauthorized use of this proprietary information to BASECAMP.

9. Electronic Notices. You authorize us to provide you any information and notices regarding the SOFTWARE in electronic form. We may provide Notices to you by email or by posting the Notice on a web or mobile page designated by BASECAMP for this purpose.

10. WARRANTY; DISCLAIMER OF WARRANTY. WE LICENSE THE SOFTWARE "AS IS" AND WITH ALL FAULTS. WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND COST OF ANY SERVICE AND REPAIR IS WITH YOU. BASECAMP, AT ITS SOLE DISCRETION, WILL MAKE REASONABLE EFFORTS TO REMEDY ANY DEFECT OR GLITCH IN THE SOFTWARE AS PER THE TERMS OUTLINED IN THE FRANCHISE AGREEMENT.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BASECAMP OR ITS OWNERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF BASECAMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BASECAMP'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE TERMS OUTLINED IN THE FRANCHISE AGREEMENT.

12. INDEMNIFICATION. TO THE EXTENT PERMITTED BY LAW THROUGH THIS LICENSE, YOU, THE LICENSEE, AGREE TO INDEMNIFY AND HOLD HARMLESS BASECAMP, ITS OWNERS AND EMPLOYEES, AND ANY PERSON FROM AND AGAINST ALL CLAIMS, LIABILITIES, LOSSES, CAUSES OF ACTION, DAMAGES, JUDGMENTS, AND EXPENSES, INCLUDING THE REASONABLE COST OF ATTORNEYS' FEES AND COURT COSTS, FOR INJURIES OR DAMAGES TO THE PERSON OR PROPERTY OF THIRD PARTIES, INCLUDING, WITHOUT LIMITATIONS, CONSEQUENTIAL DAMAGES AND ECONOMIC LOSSES, THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE, MODIFICATION, OR DISTRIBUTION OF THIS SOFTWARE OR PROGRAM, ITS OUTPUT, OR ANY ACCOMPANYING DOCUMENTATION.

13. JURISDICTION. THE PARTIES EXPRESSLY AGREE THAT JURISDICTION AND VENUE FOR ANY AND ALL PURPOSES REGARDING ANY DISPUTE, SUITE, CAUSE OF ACTION OR COMPLAINT REGARDING THIS SOFTWARE OR ITS USES SHALL BE HEARD IN THE THIRD DISTRICT COURT, SALT LAKE COUNTY, STATE OF UTAH AND THE LAWS OF THE STATE OF UTAH WILL GOVERN.

BY ACCEPTING THIS AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS INDICATED ABOVE. FRANCHISEES WHO OWN MORE THAN ONE STORE MAY ACCEPT THIS EULA ONCE ON BEHALF OF ALL STORES.