ORBLOGIC END USER SOFTWARE LICENSE AGREEMENT This License Agreement (referred to herein as License or Agreement) is entered into as of the date of creation of Amazon Machine Image (AMI)(the Effective Date) by and between ORBLOGIC, Inc. (Licensor) and the AMI creation organization (Licensee) (individually, a Party, and together, the Parties), whereby Licensor grants, and Licensee accepts, a license to use the Licensed Software (as defined below) on the terms and conditions identified herein. This License shall become effective upon the creation of AMI in Amazon environment OR execution of an ORBLOGIC Purchase Agreement (or Order Form) by authorized representatives of both Parties, or the date of download, AMI creation, whichever occurs first (the Effective Date). DEFINITIONS: Annual Maintenance Services Fee: shall mean the amount identified in the ORBLOGIC Purchase Agreement or Order Form. Authorized System(s): shall mean computer systems, storage devices and networks owned, operated or under the supervision and control of Licensee. Authorized User (otherwise referred to as Named User): For purposes of this License, the term Authorized User shall mean any individual employee, agent or contractor of Licensee accessing or using the Licensed Software solely on behalf and for the benefit of Licensee in the operation of Licensee's business. Such user shall have a username and password registered in the Content Management System through single sign on or directly within Licensor's work-area. Current Release: shall mean the latest Upgrade of the Licensed Software offered by ORBLOGIC for general commercial distribution. Documentation: shall mean Licensor's standard user manuals and/or related documentation generally made available to licensees of the Licensed Software. Domain: shall mean a resolving web address that displays a website for view by an intended audience. This could be internal to the Licensee's network or external to the public. A domain is defined as (e.g.) http://xyz.com and any pages post forward-slash (e.g.) http://xyz.com/site1. A domain allows for regional extensions (e.g. .com; .co.uk, .fr) if localized through the CMS work-area, using the same website application and templates. A sub-domain is considered by Licensor to be a separate domain (e.g.) http://abc.xyz.com. Licensed Software: For purposes of this Agreement, the term Licensed Software shall mean the executable, object code version of Licensor's proprietary software specifically identified in a ORBLOGIC Purchase Agreement or Order Form. Maintenance Services: shall mean the maintenance and support services for the Licensed Software to be provided by described in the ORBLOGIC Purchase Agreement, Order Form, or Exhibit B, as applicable. Update: shall mean service packs, patches, and or hot fixes. Upgrade: shall mean the release of a new version of the Licensed Software which ORBLOGIC makes available under Maintenance Services. Server: Shall mean one installation or application instance of a physical or virtual server with a maximum of four (4) central processing units. LICENSE: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicenseable right and license to install and operate the Licensed Software on Authorized Systems and for the number of Authorized Users, Domains, or Servers set forth in the Purchase Agreement or the Order Form. Licensee shall use the Licensed Software solely in accordance with applicable Documentation provided by Licensor, solely for use by Authorized Users, and solely for Licensee's internal business purposes. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicenseable right and license to make copies of the Documentation provided by Licensor, solely for use by Authorized Users in connection with the exercise of rights granted herein. Licensee acknowledges that no right is granted to modify, adapt, translate, publicly display, publish, create derivative works or distribute the Documentation. DELIVERY: As soon as Licensee as said above creates an AMI commercially practicable after the Effective Date, Licensee shall able to use the Licensed Software. The Licensed Software is for use only by Licensee in exercising its rights under the license set forth herein. Delivery shall be deemed complete upon an email by Licensor to the Licensee's Technical Contact designated in the ORBLOGIC Purchase Agreement or Order Form ( Delivery Date'). Such email shall make the Licensed Software available to the Licensee. Terms for delivery are as follows: electronic delivery will be Ex Works (EXW) ORBLOGIC's facility when the software is available to the Licensee. RIGHTS, RESTRICTIONS and RESPONSIBILITIES: Licensee acknowledges and agrees that is shall be responsible for all acts or omissions of Authorized Users. Any act of omission by an Authorized User which, if undertaken by the Licensee, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Licensee. Licensee shall undertake reasonable efforts to make all Authorized Users aware of the provisions of this Agreement as applicable to such Authorized User's use of the Licensed Software, and shall cause Authorized Users to comply with such provisions. Licensee will not use the Licensed Software or Documentation for any purpose beyond the scope of the license granted herein. Such prohibited uses include, but are not limited to, (i) authorizing or permitting use of the Licensed Software or Documentation by persons or entities other than Authorized Users; (ii) using the Licensed Software except as set forth within the Documentation; (iii) using any add-on products without appropriate licensing or purchase; (iv) marketing or distributing the Licensed Software or the Documentation; (v) assigning, sublicensing, selling, leasing or otherwise transferring or conveying, or encumbering Licensee's rights under the license granted herein; (vi) modifying or creating any derivative works of the Licensed Software, Documentation, or any component thereof; (vii) decompiling, disassembling, reverse engineering or otherwise attempting to obtain or perceive the source code from which any component of the Licensed Software is compiled or interpreted. Licensee acknowledges that nothing is this Agreement shall be construed to grant Licensee any right to obtain or use such source code. Licensor will have the right, at its own expense, upon reasonable prior notice, to periodically inspect and audit Licensee's use of the Licensed Software and Documentation for purposes of determining Licensee's compliance with the terms and conditions herein. Licensee agrees to cooperate with Licensor in the performance of any such audit, and shall provide to Licensor such access to Licensee's relevant records, data, information, personnel and/or facilities as Licensor may reasonably request for such limited purposes. Licensee shall undertake all measures necessary to ensure that its use of the Licensed Software and the Documentation complies in all respects with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the Parties. Additionally, Licensee acknowledges that Licensor makes no representation or warranty that the Licensed Software may be exported without appropriate licenses or permits under applicable law, or that any such license or permit has been, will be or can be obtained. TERM AND TERMINATION: This License is perpetual and shall continue so long as Licensee uses the Software in compliance with this License. In the event of a material breach of any of the terms of this Agreement, the non-breaching party shall have the right to terminate this Agreement upon thirty (30) days prior written notice specifying the breach to the other, provided that such breach has not been cured within said thirty (30) day period. In the event of non-payment by Licensee, Licensor may terminate this Agreement immediately upon written notice if Licensee fails to pay outstanding invoices within ten (10) days of receiving written notice of such non-payment. In the event of termination of this Agreement by Licensor for Licensee's material breach, Licensee shall, upon the effective date of such termination, cease using the Licensed Software and, at Licensor's discretion, immediately return to Licensor or destroy the Licensed Software and Documentation, and all copies thereof. In the event of destruction, Licensee shall provide Licensor with an affidavit of destruction in a form acceptable to Licensor certifying that it has destroyed all copies of the Licensed Software AMI and there must not be an copy running on local and/or in home hardware and Documentation. Where Licensee terminates Maintenance Services only, the License to the Licensed Software continues in full force and effect and Licensee is not required to return or destroy the Licensed Software and Documentation. Either Party may terminate this Agreement immediately upon written notice after the other Party has executed an assignment for the benefit of creditors or filed for relief under any applicable bankruptcy, reorganization, moratorium, or similar debtor relief laws, or in the event that a receiver has been appointed for the other Party or any of its assets or properties, or an involuntary petition in bankruptcy has been filed against such other Party, which proceeding or petition has not been dismissed, vacated, or stayed within thirty (30) days. OWNERSHIP AND PROPRIETARY RIGHTS: Licensor retains all right, title and interest in and to the Licensed Software deployed on AMI and as individual entity, the Documentation and associated intellectual property rights. Licensee acknowledges that it neither owns nor acquires any rights in any of the foregoing not expressly granted by this Agreement. WARRANTY: Licensor warrants, for the benefit of Licensee only, that the Licensed Software deployment on Amazon AMI will perform in all material respects in accordance with the description in the Documentation for a period of three (3) months from the AMI creation Date. Licensor does not warrant the use of the Licensed Software will be uninterrupted or error free, nor that program errors will be corrected. This warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee's failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Licensed Software deployed inside AMI by any person or entity other than Licensor. In the event of a breach of warranty, Licensee's sole and exclusive remedy is repair of all or any portion of the Licensed Software. If such remedy fails of its essential purpose, Licensee's sole remedy and Licensor's maximum liability shall be a refund of the paid purchase price for the defective Licensed Software till the date the defect detected only. This warranty is only valid if Licensor receives written notice of breach of warranty no later than thirty days after the warranty period expires. LIMITATION OF WARRANTIES AND LIABILITY: EXCEPT AS SET FORTH IN THE AFOREMENTIONED SECTION, THE LICENSED SOFTWARE AND DOCUMENTATION ARE SOLD AS IS AND WITHOUT ANY WARRANTIES AS TO THE PERFORMANCE, MERCHANTIBILITY, DESIGN, OR OPERATION OF THE SOFTWARE. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. EXCEPT AS DESCRIBED IN THE AFOREMENTIONED SECTION, ALL WARRANTIES EXPRESS AND IMPLIED ARE HEREBY DISCLAIMED. NEITHER LICENSOR OR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA OR USE OF DATA, INTERRUPTION OF BUSINESS NOR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER OR ARISING OUT OF, OR IN ANY WAY RELATED TO THIS AGREEMENT, HOWEVER, CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE CUMULATIVE LIABILITY OF LICENSOR TO LICENSEE FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE LESSER OF (I) TEN THOUSAND DOLLARS (U.S. $1,000.00) OR (II) THE TOTAL AMOUNT OF ALL FEES THEN-PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. MAINTENANCE SERVICES: Licensor shall provide Maintenance Services as specified within the Purchase Agreement or Order Form, according to the terms set forth within Exhibit B. The Maintenance Period shall commence upon the Effective Date and continue for a period of twelve (12) months thereafter ( Initial Maintenance Period) unless this Agreement is sooner terminated in accordance with the Term and Termination section herein. After the Initial Maintenance Period, Licensee may elect to purchase additional maintenance according to the terms set forth within Exhibit B. The Annual Maintenance Service Fee as described in this Agreement entitles Licensee access to the following maintenance services: (i) notification of and access to Updates released by ORBLOGIC, (ii) notification of and access to Upgrades to the then Current Release, and (iii) support specifically set forth within Exhibit B. Maintenance Services does not include new modules released by ORBLOGIC which include significantly different features and functionality which are packaged and marketed as separate modules. The Annual Maintenance Service Fee may be increased by ORBLOGIC on each anniversary of the Effective Date. ASSIGNMENT: Licensor shall be entitled to assign this Agreement or the License in whole or in part, and its rights and obligations hereunder, without advance notice and without cost, to any current and future parent, subsidiary or affiliate of such assigning party and to a business entity in connection with a merger, or sale or contribution of some or all of its assets. Written confirmation notice of any assignment will be given by the Licensor to Licensee as soon as commercially reasonable. Otherwise, all rights and obligations are not assignable without prior written consent of the Licensee, which consent shall not be unreasonably withheld. DISPUTE RESOLUTION: In the event of any dispute or disagreement between the Parties hereto either with respect to this Agreement or the subject matter thereof, each Party will appoint a neutral representative whose task it will be to meet for the purpose of endeavoring to resolve such dispute or to negotiate for an adjustment to such provision. No formal proceedings for the resolution of such dispute may commence until either representative concludes in good faith that an amicable resolution through continued negotiations of the matter in the issue does not appear likely. Pending resolution of any such dispute by settlement or final judgment (including disputes not yet in litigation), this Agreement shall remain in full force and effect. Notwithstanding the foregoing, either Party may seek preliminary restraining orders, preliminary injunctions or other equitable relief from a court of competent jurisdiction pending the completion of the procedure set forth herein. This section will survive the expiration or termination of this Agreement. MISCELLANEOUS: This Agreement and its performance and all claims arising from the relationship between the parties contemplated herein shall be governed by, construed and enforced in accordance with the laws of the State of New Hampshire without regard to conflict of laws principles thereof. The parties agree that any action brought in connection with this Agreement shall be maintained only in a court of competent subject matter jurisdiction located in the State of New Hampshire or in any court to which appeal there from may be taken. The parties hereby consent to the exclusive personal jurisdiction of such courts in the State of New Hampshire for all such purposes. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from governing this License. If any provision of this License is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. No action arising from or related to this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued, except that an action for non-payment may be brought within two (2) years after the date such amount was due. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. This Agreement may not be modified other than in a writing signed by both parties. This Agreement and the Schedules hereto represent the entire understanding between the parties with respect to its subject matter. No other terms or conditions (including the terms of any purchase order or other documents provided by Licensee) shall apply, and all such other terms or conditions are hereby excluded from this Agreement. NOTICES: To Licensor: ORBLOGIC, Inc 15 Chestnut Place Ho Ho Kus, NJ. 07423 Attn. Gary Hassan, Chief Executive Officer garyhassan@ORBLOGIC.com EXHIBIT B MAINTENANCE TERMS AND CONDITIONS IF APPLICABLE AND PURCHASED BY LICENSEE Maintenance subscription period of performance begins on the Effective Date and ends following the completion of the number of years purchased thereafter. This renewable service includes the specific items listed in the Maintenance table included in your Purchase Agreement or Order Form. Standard Maintenance is available at 30% of the net software cost and includes what is listed therein. 24x7x365 Premium Maintenance is available at 40% of the net software cost and is described in your Purchase Agreement or Order Form, as applicable. You can renew maintenance subscriptions annually or on a multi-year basis (as applicable, based upon your original Maintenance term) by contacting your dedicated ORBLOGIC account manager. ORBLOGIC understands and agrees that Licensee in its sole discretion may elect to renew or terminate the subscription agreement on an annual basis or multi-year basis, as applicable based upon your original Maintenance term, and ORBLOGIC shall provide Licensee with a correct and accurate invoice prior to the expiration of the then current subscription agreement. In an event where Licensee opts to not renew their maintenance Licensee will lose the rights to the services provided by maintenance; specifically standard technical support, the ability to upgrade, the ability to receive updates, and the rights to use their test and development Non-Production keys. Reinstatement of Maintenance shall be subject to reinstatement fees. Notify ORBLOGIC on changes to contact information for maintenance renewal notices. Notices are sent via email approximately 45 days in advance of expire date. SERVICE LEVEL AGREEMENT Standard Support (8AM - 5PM Eastern Time (ET) Mon - Fri., excluding Holidays**) Troubleshooting and consultation according to the following escalation protocols and procedures: Contact Methods Phone Case - When the Licensee calls the support line, a case will be opened and information will be gathered (such as Company, Contact, Phone #, Email, Version, Brief Description, etc.) NOTE: Cases submitted after 7pm may be followed-up with the next morning subject to the severity of the case. Web Form - Licensee can submit cases through the Licensor web site form (See support page for the link). An automated reply message will be sent out with the case number to the Licensee. Email - Licensee may submit cases by emailing support@ORBLOGIC.com. Chat - Chat is available to the Licensee via the ORBLOGIC web Response Time: Licensor shall use best commercially reasonable efforts to respond within the timeframes set forth below. Contact Method Response Time Average Response Times Phone Case P1 Less than 2 hrs 6 minutes Phone Case P2 or P3 Less than 2 hrs 25 minutes Web Form Up to 1/2 day 2 hours Email Up to 24 hours 5 hours *A Technical Support Engineer is available in chat from 9:00am to 6:00pm (EST). In the event that a case cannot be resolved immediately in the chat session, then the created case will be followed up within 6business hours. Plan for Permanent Fix - This timeframe represents the time from when Licensee contacts Licensor to report the problem to when Licensor provides a permanent/long term solution. Licensor shall use best commercially reasonable efforts to resolve the problems within the timeframes set forth below. Priority Plan for Permanent Fix 1 - 2 business days 2 - 5 business days 3 -10 business days Priority Rating Priority 1 (P1)- Site down, Production Upgrade Issue Priority 2 (P2)- Major Security Issue, Critical Site Component , Upgrade Issue, Esync failure Priority 3 (P3) - Non-Critical Site Component, Minor Security Issue, All other questions or issues **Normal ORBLOGIC support is not available during on the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day (Thursday and Friday), Christmas Day **Premium ORBLOGIC support is not available during on the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day (Thursday and Friday), Christmas Day After Hours Maintenance for Premium Maintenance Subscribers (8pm - 8am Eastern Time (ET) Mon. - Fri., All Day Sat. / Sun.) Premium Maintenance includes access to support outside of regular business hours including nights, weekends, and holidays. Response Times: For Priority 1 and Priority 2 cases Licensor shall use best commercially reasonable efforts to respond to problems within the timeframes set forth below. For Priority 3 cases, a case will be entered into the tracking system and follow-up will occur after 8am (EST) on the next business day. Contact Method Response Time Average Response Times Phone Case Up to 2 hours 15 minutes