Thank you for selecting this MRD-Determinator Product from Ely Prudent Portfolios, LLC  ("Ely Portfolios"). Please read the Disclaimer, License Invoice Information and License Agreement Definitions, then review the License Terms that form the basis of Your MRD-Determinator License. You will commence the term of this License Agreement, establish its Effective Date and indicate Your willingness to accept this License Agreement and be bound by the terms listed below by any of the following acts: (1) continuing the Installation Program by clicking through the NEXT button or other means of completing the Installation Program, or (2) indicating Your acceptance of this License Agreement in a form of written acknowledgment with an appropriate original, facsimile or digital signature executing this License Agreement.

Demonstration or Sample Versions: This paragraph applies only to a demonstration version of the MRD-Determinator Product ("Demonstration Version"). If You have received an authorized Demonstration Version, then Ely Portfolios grants You the limited right ("Demonstration License") to use the Demonstration Version to the extent its features are enabled through the Installation Program for the period of time indicated in any accompanying License Invoice Information, or if no such information is provided, for thirty (30) days from the Effective Date ("Demonstration Term"). You understand and agree that Ely Portfolios provides the Demonstration Version for Your review "AS IS" with no warranties whatsoever and Ely Portfolios shall not be liable to You for, and You agree to waive all liability against Ely Portfolios arising from, any consequences resulting from Your installation and use of the Demonstration Version. Accordingly, by installing the Demonstration Version, You agree to be bound by all terms and conditions of this License Agreement; provided that the following terms and conditions shall not apply to the Demonstration Version: Section 5(fees), Section 6A (term), Section 7 (support), and Section 8A (warranty).

PLEASE NOTE: THIS LICENSE AGREEMENT IS A CONDITIONAL OFFER TO USE THE ELY PORTFOLIOS, LLC - MRD-DETERMINATOR PRODUCT. IF YOU DO NOT AGREE WITH EACH AND EVERY TERM OF THIS LICENSE AGREEMENT, ELY PORTFOLIOS IS UNWILLING TO LICENSE ITS MRD-DETERMINATOR PRODUCT TO YOU AND YOU MAY NOT USE THE MRD-DETERMINATOR PRODUCT FOR ANY REASON. IN THAT CASE, (1) IF THE INSTALLATION PROGRAM (MRD-DETERMINATOR EXECUTABLE FILE) IS IN PROGRESS, YOU MUST IMMEDIATELY TERMINATE THE INSTALLATION PROGRAM, (2) YOU MUST CEASE YOUR USE OF ALL VERSIONS OF THE MRD-DETERMINATOR PRODUCT IN YOUR POSSESSION, AND (3) YOU MUST DESTROY ALL DIGITAL FILES AND PHYSICAL MEDIA RECEIVED FROM ELY PORTFOLIOS. TO OBTAIN A REFUND, YOU MUST FOLLOW THE INSTRUCTIONS LOCATED AT THE END OF THIS LICENSE AGREEMENT**

Disclaimer: The MRD-Determinator Product contains formulas and assumptions about regulations (both current and proposed), letter rulings, and financial calculations that Ely Portfolios  believes are appropriate tools for estimating distribution dates and schedules, and other financial returns. The Product is based, in part, on what Ely Portfolios believes are reasonable interpretations of IRS Regulations, Proposed Regulations and Private Letter Rulings. Despite the reasonableness of these interpretations, the Proposed Regulations are subject to change, and may be reinterpreted by the taxing authorities, tax courts or other courts and authorities at any time. Furthermore, IRS Private Letter Rulings do not establish binding legal precedent, and are subject to change or may be disregarded by the relevant authority at any time. Therefore, before relying on the calculations produced by the Product, You should confirm the results by consulting with experts and by making independent calculations. Nothing in this Product is intended as advice regarding the purchase or sale of securities or other financial instruments whose returns may be analyzed in a Workbook.

License Invoice Information: The License Invoice accompanying this License Agreement, and incorporated herein by this reference, sets forth the License Fee and number of authorized users of the Product. Licensee may obtain either a single-user license or a multiple-user license, but only as set forth in the License Invoice. If the License Agreement includes a Demonstration License, the License Invoice may include additional terms applicable to the Demonstration Version.

License Agreement Definitions: This License Agreement uses the following defined terms:

"Client Workbooks" are Workbooks created from the Workbook Template.

"Documentation" means the electronic help files, user manuals or written materials that may be distributed in connection with the Product.

"Effective Date" means the first day of the License Agreement term and the date on which You agree to be bound by the License Agreement. Unless otherwise indicated in writing, the Effective Date is the date You first install any version of the MRD-Determinator Program on a computer.

"Installation Program" is the routine used to install the Program on Your authorized computer.

"License Invoice" is the accompanying invoice that is part of this License Agreement and sets forth all Licensee Fees, the number of authorized users hereunder, and dates of commencement and termination of the Licensee support provided hereunder. In some events this License Invoice may be in the form of an acceptance or confirmation of sale, but it shall in all events it is part of and incorporated into this License Agreement.

"Licensee" or "You" (and variations such as "Your") means the individual or business entity licensed under this License Agreement that is identified in the License Invoice.

"Licensor" is Ely Prudent Portfolios, LLC.

"Product" refers to the complete set of components provided to the Licensee, including the MRD-Determinator Program, the Installation Program, a Workbook Template used to prepare Client Workbooks and any Documentation.

"Program" means the software code portion of the Product or a component of the Product.

"Workbook Template" is the read-only template Workbook used to create Client Workbooks. It may not be copied or distributed in any form other than as necessary to create a Client Workbook.

"Workbooks" means the Workbook Template and Client Workbooks.

Some other terms not found here may be defined elsewhere in this License Agreement.
License Terms:

1. License. Ely Portfolios hereby grants Licensee a personal nonexclusive license ("License") during the term of this License Agreement to use the Program, the Workbooks and any Documentation, subject to the terms and conditions of this License Agreement. Ely Portfolios may later agree to License to You additional software that is part of the Ely Portfolios Financial Planning Suite. Unless superseded by different license terms from Ely Portfolios, the terms of this License apply to any such additional software, including all updates, upgrades and new versions of this Program.

2. Permitted Uses.

A. Single-User License. With a single-user License, You may:

i. Install the Program on no more than two computers simultaneously that are owned or in the possession of Licensee, such as a desktop and a laptop computer.

ii. Operate the Program, or allow it to be operated, simultaneously on only a single computer at any one time, notwithstanding the number of computers on which the Program is installed.

iii. Make archive or back up copies of the Installation Program. However, the copies must be labeled as backup or archive copies for use only if the regular copy becomes unusable.

B. Multiple-User License. With a multiple-user License, You may:
i. Install the Program on no more than two computers, such as a desktop and a laptop computer, simultaneously for each authorized user, which computers are owned or in the possession of Licensee.

Ii Operate the Program, or allow it to be operated, simultaneously at any one time on only a single computer for each of the authorized users, notwithstanding the number of computers on which the Program is installed.

Iii Make archive or back up copies of the Installation Program. However, the copies must be labeled as backup or archive copies for use only if the regular copy becomes unusable.

3. Uses Not Permitted. In all cases, You may not:

A. Use the Program concurrently on more than one computer or in a network or multiple user arrangement unless You pay for and obtain a multiple-user License.

B. Provide use of the Program in a computer service business or time-sharing operation.

C. Make copies of the Installation Program (except as provided for archival purposes).

D. Lend, rent, sell or grant sublicenses, leases or other rights in the Program, Installation Program or Documentation.

E. Reverse engineer, disassemble or decompile the Program, any password or make any attempt to discover the source code to the Program.

F. Modify the code, formulas or assumptions embedded in the Workbooks, or modify in any other way the Program or Documentation without the written permission of Licensor.

G. Remove the name of Licensor as displayed on any Program screen.

H. Use the Program, Documentation or Workbooks in any manner except as provided for above or by the written permission of Licensor.

4. Ownership and Transfer. The Program and Documentation contain proprietary information protected by law. Neither this License Agreement nor anything in this transaction transfers any ownership or intellectual property rights from Ely Portfolios to Licensee beyond the license rights expressly set forth herein. This License Agreement is personal to the Licensee Agreement and may only be transferred to another party without the consent of Ely Portfolios in the event that Licensee transfers its entire business to the other party. In such event, the new owner must notify Ely Portfolios
 promptly by sending an e-mail message to the then current support address of Ely Portfolios to receive any additional information or notices regarding the Product. Failure to notify Ely Portfolios of a change in ownership within thirty (30) days of its effective date will invalidate all warranty and support obligations of Ely Portfolios hereunder.

5. Fees. The "Basic License Fee" for the Program is stated in the License Invoice and includes Support Services set forth in Section 7 below for a period of one (1) year. Licensee may renew the Support Services upon payment of the "Annual Support Fee" then offered by Ely Portfolios within thirty (30) days of the expiration of the term, or any renewal term, of this License Agreement. If this License Agreement terminates without renewal of the Support Services within such thirty- (30-) day period, the Annual Support Fee shall not apply and any renewal shall be at the current Basic License Fee.

6. Termination.

A. Term. This License Agreement is effective commencing on the Effective Date and extending until terminated; however, the Annual Support Fee must be paid to receive updates, upgrades and support listed in Section 7 below during any renewal period. If Licensee fails to renew the Annual Support Fee, Licensee may continue to use the version of the Program provided to Licensee under this License Agreement without further charge indefinitely unless terminated as set forth below.

B. Termination. This Agreement terminates at the end of the Demonstration Term, if applicable, unless Licensee converts to a regular License. Licensee may terminate the License at any time by destroying all copies of the Program and Documentation. Ely Portfolios may terminate the License, upon thirty (30) days' written notice to Licensee, if Licensee fails to comply with any term or condition of this License Agreement and to cure such breach. In the event of such termination, Licensee will destroy all copies of the Program and Documentation. Termination will not affect or limit the ability of Ely Portfolios to otherwise enforce its legal rights. The following terms survive termination of this License Agreement: 4, 8B-I, 9, and 10.

7. Support. For a period of one (1) year after Licensee receives a full feature version and thereafter upon payment of the Annual Support Fee, Licensee shall be entitled to obtain:

A. All upgrades and updates to the Program. Licensee is not entitled to new products or new version releases under this Section, and such new products or versions shall only be available to Licensee at the then regular license fees.

B. Telephone support during Licensor's business hours. If this is a multiple user access License, then Licensee must select and notify Ely Portfolios of one person who will act as the telephone support contact for all Licensee's requests. Licensee may change this support contact from time to time upon notice to Ely Portfolios.

C. Access to product information and help on the Ely Portfolios' Web site, currently at "www.elyportfolios.com."

D. During the first thirty (30) days after Licensee receives the Program, thirty (30) minutes of telephone training for use of the basic Program.

E. All other consultation, programming and support will be charged at Ely Portfolios' then current consulting fees.

8. Warranties and Disclaimers.

A. Express Warranty. Ely Portfolios warrants to Licensee to replace or retransmit the downloaded electronic files or tangible media, if any, containing the Program and Documentation if such files or media contain a defect resulting from transmission or delivery from Ely Portfolios to Licensee, or any such media are defective, when used under normal conditions within the scope of this License for sixty (60) days after delivery to Licensee. This warranty does not extend to the manner or means in which the Program code was constructed or operates, which is covered in the disclaimer below, but only extends to file corruption or media defects that interfere with or prevent the Product from operating in the way it would operate if such corruption or defect had not been introduced into the file or media.

B. Disclaimers of Warranty. OTHER THAN THE EXPRESS WARRANTY (Section 8.A), Ely Portfolios DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND THERE ARE NO WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. The Program and Documentation are sold "AS IS." Ely Portfolios does NOT warrant that the functions contained in the Product will meet Licensee's requirements or that the operation of the Product will be uninterrupted or error-free. The Express Warranty does NOT cover the following:

i. Any media, electronic Program file or Documentation that has been subjected to damage or abuse.

Ii Any Product code that has been altered or changed in any way by anyone other than Ely Portfolios or its authorized representative.

Iii Problems caused by computer hardware, computer operating systems or the use of the Product in conjunction with other software programs.

iv. Failure of Licensee to follow the instructions for operation as contained in any Documentation or as instructed by Ely Portfolios.

The software product is not intended to be a "consumer good" or "consumer product" under state or federal warranty laws. The warranty provided herein gives Licensee specific legal rights, and Licensee may have other rights that vary from state to state.

C. Exclusive Remedy. In the event the media or Documentation does not conform to the Express Warranty (Section 8.A), Ely Portfolios will replace any media or Documentation that breaches that warranty if Licensee delivers the defective media or portion of Documentation to Ely Portfolios within sixty (60) days after the Product was delivered to Licensee. If this remedy fails to satisfy the obligation of Ely Portfolios for breach of any warranty, express or implied, then Ely Portfolios will refund to Licensee the License Fee paid, provided that Licensee has destroyed the Program or Documentation and a certificate, under penalty of perjury, that Licensee has destroyed all other full or partial copies of the Program or Documentation in Licensee's possession.

D. Exclusion of Consequential and Other Damages. Ely Portfolios WILL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER BASED ON CONTRACT, WARRANTY, BREACH OF STATUTORY DUTY, STRICT LIABILITY OR OTHER TORT, CONTRIBUTION OR OTHERWISE, EVEN IF ELY PORTFOLIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION APPLIES REGARDLESS OF ANY FAILURE OF EXCLUSIVE REMEDY (Section 8.C).

E. Licensee's Indemnification. LICENSEE WILL INDEMNIFY AND HOLD HARMLESS ELY PORTFOLIOS FROM ALL CLAIMS AND DAMAGES OF ANY TYPE ARISING FROM ANY THIRD PARTY AS A RESULT OF LICENSEE'S USE OR INABILITY TO USE THE PROGRAM.

F. Limitation of Liability. IN NO EVENT WILL ELY PORTFOLIOS BE LIABLE TO LICENSEE OR ANY THIRD PARTY. REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE LICENSE FEE PAID BY LICENSEE REDUCED BY A PRO RATA REDUCTION FOR EACH FULL OR PARTIAL MONTH OF THE FIRST TWELVE (12) MONTHS OF THE LICENSE THAT THE SOFTWARE IS ACTUALLY USED BY LICENSEE.

G. No Authority to Modify. The agents, employees, distributors and dealers of Ely Portfolios are not authorized to make modifications to this warranty or to make additional warranties binding on Ely Portfolios. Accordingly, additional statements such as advertising or presentations, whether oral or written, do not constitute warranties by Ely Portfolios and should not be relied upon by Licensee.

H. Enforcement. In the event of any legal action brought by Ely Portfolios to protect its rights hereunder, Ely Portfolios shall be entitled to reimbursement of its costs, including reasonable attorneys' fees.

I. General Warning and Disclaimer. You acknowledge that as with all complex planning activities, there are limitations that should be seriously considered, some of which are listed below. In all events, Ely Portfolios disclaims responsibility, without limitation, for any and all consequences of the following items:

i. The projections made by the Program are based upon assumptions that the user enters into the Program. In all likelihood there will be differences between the projected and actual results, as events and circumstances frequently do not occur as projected and those events and circumstances may be material.

ii There may be material factors that are part of the models or for which simplified estimates are given. By way of example and not by limitation, the estimated income tax results do not automatically take into consideration such factors as passive activity losses, recapture of depreciation, net operating loss carry-forward, selected alternative minimum tax preference items and the like. As such, the tax computations made by the Ely Portfolios' Program may be substantially incorrect in many circumstances.

iii Ely Portfolios has made commercially reasonable efforts to use IRS regulations, Proposed Regulations and Private Letter Rulings in this Program. However, the Internal Revenue Code and interpretations of the Internal Revenue Code frequently change and Private Letter Rulings do not establish binding legal precedent. The law in this area is subject to constant change and interpretation and therefore Ely Portfolios
 cannot guarantee the accuracy and timeliness of the calculations made by the Product or that the Product will be up to date or current at the time it is used to make calculations.

iv In all likelihood, there are defects and limitations in the Ely Portfolios' Program that will produce erroneous projections and output.

v. Not only does the accuracy of the projections and output produced by the Ely Portfolios' Program depend upon the interpretation of the current law, but it also depends upon the validity and accuracy of user inputs and user assumptions.

9. Arbitration. Any dispute arising out of or relating to this License Agreement or to the Program that is not settled by the parties themselves shall be submitted to binding arbitration in Bend, Oregon under the Commercial Arbitration Rules of the American Arbitration Association. The arbitration and any related proceedings shall be controlled by the U.S. Arbitration Act and to the extent not covered by that act, by the Oregon Arbitration Act.

10. General.

A. This is the entire agreement of the parties and supersedes any prior understandings, terms covering demonstration versions or other agreements or orders. This License Agreement cannot be modified or amended except by written instrument signed by both parties.

B. This License Agreement shall be governed and construed in accordance with the laws of California or by federal statute, where applicable.

C. If any provision of this License Agreement shall be found to be unenforceable, it shall be deemed severable from, and shall in no way affect the enforceability of, the remaining provisions of this License Agreement.

D. The exclusive venue for any court proceedings arising out of or related to this License Agreement or the Program is the state and federal courts of Sacramento, California.

E. All prices and fees are exclusive of applicable taxes on the sale or use of the Product. In the event Ely Portfolios charged such taxes on the License in this License Agreement, Ely Portfolios may add an equal amount to the total fee owed by Licensee hereunder. Ely Portfolios reserves the right in its sole discretion to accept reseller tax exemption certificates from purchasers.

**INSTRUCTIONS FOR A REFUND OR CREDIT:

Immediately destroy all software, digital files, any media (such as a CD-ROM) and documentation that You have received from Ely Portfolios
 in connection with the MRD-Determinator Product. If You wish to receive a refund for cash paid or credit to Your credit card account, You must send Ely Portfolios
 an e-mail message to the support address listed in this License Agreement or noted on the Ely Portfolios Web site at "www.elyportfolios.com" confirming that You have destroyed all Product materials received from Ely Portfolios. Upon receiving Your e-mail message, Ely Portfolios will refund Your cash payment or credit Your credit card account for any deposit or fee received in payment for the MRD-Determinator Product

By Clicking the following, you agree to all terms
and conditions outlined above