1. END USER LICENSE A. SOFTWARE. The Software licensed under this Agreement (the “Software”) is defined and described on the cover page of this Agreement. The price or other consideration payable by Customer for the Software is set forth on the cover page of this Agreement. B. LICENSE GRANT. For each fully paid subscription during the Term, Licensor hereby grants to Customer a limited, non-exclusive and non-transferable right to access and use the Software, without right of sublicense, in object code form in connection with Customer’s internal business operations. Except for copies made for backup and archival purposes, Customer may not make copies of the Software except as expressly authorized in this Agreement or by Licensor in writing. C. RESTRICTIONS ON USE. Customer may not access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or any other purposes that are competitive to Licensor. Customer may not reverse engineer, decompile, disassemble or discover the Software; modify, adapt or translate the Software or create derivative works of any kind based on the Software or content; make more copies of the Software than specified in this agreement or allowed by applicable law; publish the Software for others to copy; rent, lease, lend, distribute, sublicense, or assign the Software; or use the Software for commercial software hosting services or operating a service bureau. D. RESTRICTIONS ON MODIFICATION. Customer agrees that Licensor is not responsible for any problems that result from modifications made by Customer or a third party or that are caused by third party hardware or software, and is not obligated to provide support for modifications of the Software to the extent its operation has been impacted by any modifications. E. INTELLECTUAL PROPERTY OWNERSHIP. The Software is licensed. This Agreement only gives Customer rights to use the Software in accordance with the terms of this Agreement. Licensor reserves all other rights. Customer further acknowledges that the Software, including all code, content, protocols, software, and documentation are Licensor’s property or the property of Licensor’s licensors, and are protected by U.S. and international copyright, trademark, patent and other proprietary rights and laws relating to intellectual property rights. The original and all copies of the Software, and all modifications, corrections, or enhancements to the Software and any other computer programs licensed by Licensor to Customer, documentation relating thereto, and all inventions, systems, processes, improvements and patentable ideas, which were or are later conceived by Licensor alone or with others in whole or in part are the sole property of Licensor. All work performed by Licensor now or hereafter, under this Agreement, the SOW or otherwise, will not be considered a work for hire, and Licensor will own all copyrights in all software and other materials developed or created by Licensor. F. EXPORT RESTRICTIONS. Customer acknowledges that the Software is subject to U.S. export jurisdiction. Customer agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations and Office of Foreign Assets Control Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. G. MICROSOFT PRODUCTS. The Software may incorporate certain Microsoft products. The license terms of these products are referenced in this document, and in agreeing to the terms of this agreement, you are also agreeing to the terms of the individual Microsoft End User License Agreements applicable to such Microsoft software. 2. TERM A. TERM OF LICENSE. Customer’s license rights to the Software shall commence on the Effective Date of the Agreement and unless otherwise terminated as provided herein, shall expire at the expiration of the term set forth on the cover page of this Agreement. B. TERMINATION CAUSED BY DEFAULT. If either party fails to observe or perform any material obligation under this Agreement, the non-defaulting party may give written notice to the defaulting party specifying the material failure. If the material failure is not corrected or a mutually agreed plan to correct the failure has not been established within thirty (30) days after the date of such notice, the non-defaulting party may terminate this Agreement upon written notice to the defaulting party. The right of the non-defaulting party to terminate this Agreement under this Section is in addition to all other rights that are available to it under this Agreement, at law or in equity. C. DISPOSITION OF SOFTWARE ON TERMINATION. Upon the expiration or termination of this Agreement for any reason, the license and all other rights granted to Customer hereunder shall immediately cease, and Customer shall: (i) uninstall and return the Software (including all third party software licensed or provided to Customer by Licensor) to Licensor together with all reproductions and modifications of the Software and all copies of any documentation, notes and other materials respecting the Software; (iii) purge all copies of the Software or any portion thereof from any computer storage device or medium on which Customer has placed or has permitted others to place the Software, including copies of the Software made for archival and backup purposes; and (iii) provide Licensor a written certification that Customer has complied with all of its obligations under this Section. 3. INDEMNITY A. Indemnification by Customer. Customer shall indemnify, defend and hold Licensor and its Affiliates harmless from and against any and all liabilities, claims, demands, damages, costs and expenses or money judgments (including reasonable attorneys’ fees) asserted against, incurred by or rendered against any of them from third party claims or actions arising from Customer’s use of the Software, negligence, misrepresentation, or breach of this Agreement. Licensor shall give Customer prompt notice of any such claims, and permit the Customer to control the defense and settlement of claims, and reasonably cooperate with the Customer in connection with the defense and settlement of claims. B. Indemnification by Licensor. Licensor agrees to defend and indemnify Customer and to hold it harmless from all damages awarded against Customer, and all reasonable expenses (including attorneys’ fees) incurred by Customer, for any claim of infringement of a third party’s patent rights or copyrights against Customer by virtue of Customer’s authorized use of the Software as delivered by Licensor, but only if Licensor is given prompt notice of any such claim and the right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Customer shall fully cooperate with Licensor in connection with the foregoing. Notwithstanding the foregoing, Licensor assumes no liability or indemnity obligation for claims of infringement of intellectual property rights arising from (i) use of the Software in combination with non-Licensor approved third party products, including software and equipment, (ii) modifications or maintenance of the Software by a party other than Licensor or an entity authorized by Licensor to make modifications or perform maintenance, (iii) misuse of the Software, and (iv) failure of Customer to implement any improvement or updates to the Software, if the infringement claim would have been avoided by the use of the improvement or updates. Should the Software as delivered by Licensor become or, in Licensor’s opinion, be likely to become, the subject of a claim of infringement, Licensor may, at its option and expense either (a) procure for Customer the right to continue to use the Software as contemplated hereunder, or (b) replace or modify the Software and/or modify its use to make its use hereunder non-infringing, without material loss of functionality. If neither option is reasonably available to Licensor, then this Agreement may be terminated at the option of either party hereto without further obligation or liability. C. Warranties and Warranty Disclaimers. LICENSOR MAKES NO WARRANTY WITH RESPECT TO THE SOFTWARE, WHICH IS PROVIDED AS-IS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. ALL MICROSOFT SOFTWARE INCORPORATED IN THE SOFTWARE IS PROVIDED AS-IS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. D. Limitations of Liability. IN NO EVENT SHALL LICENSOR OR ITS LICENSORS (INCLUDING MICROSOFT), ON THE ONE HAND, OR CUSTOMER, ON THE OTHER, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE LICENSED SOFTWARE, OR ANY SERVICES RENDERED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF LICENSOR TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR THE SOFTWARE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. Additionally, neither Licensor, nor any of its licensors or employees, shall be liable for any damage or expenses resulting from actions or omissions of Customer, or its employees, or from actions or omissions undertaken in good faith, in reliance upon Customer’s instructions or directions. Under no circumstances shall any employees of any party hereto be personally liable to any other party hereto for any claim arising out of or related to this Agreement or the Software. 4. MISCELLANEOUS. A. The parties are independent contractors, and nothing contained in this Agreement shall be construed or implied to create the relationship of partners, joint venturers, agent and principal, employer and employee, or any relationship other than that of independent contractors. Licensor shall retain the right to perform work for others, including competitors of Customer, during the term of this Agreement. Neither this Agreement, nor any provision thereof, can be modified or waived in any way, except by an agreement in writing signed by each of the parties affected thereby, expressly consenting to such modification or waiver. This Agreement shall in all respects be interpreted, enforced and governed by and under the laws of the State of Florida exclusive of its conflict of laws principles. The parties hereby agree that the venue for the resolution of any dispute arising from this Agreement, subject to the arbitration provisions set forth herein, is proper in Hillsborough County, Florida. "Affiliate" shall mean any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the party.