REDMANE mCASE SOFTWARE LICENSE AGREEMENT Term License with Auto-Renewal This RedMane mCase Software License Agreement, which, together with all amendments, addenda, and licenses, constitutes the “Agreement,” is made, as of the date the last party signs this Agreement below (“Effective Date”) by and between the Licensee identified below, on the one hand, and RedMane Technology LLC, 8614 W. Catalpa Ave., Suite 1001, Chicago, IL 60656 (“RedMane”), on the other hand. RedMane. By signing this Agreement below, and by its Users’ accessing or using the Software or Services (each as defined below), Licensee signifies that it agrees to be bound by this Agreement. RedMane and Licensee are referred to in this Agreement separately as a “Party” and collectively as the “Parties.” In consideration of the terms and conditions and mutual obligations contained in this Agreement, the Parties agree as follows: 1. GRANT OF LICENSE Subject to the terms of this Agreement, and any applicable order or statement of work substantially in the form of the order attached to this Agreement to which the Parties mutually agree (“Order”), and unless terminated according to the terms herein, RedMane grants to Licensee, and Licensee accepts, a limited, revocable, non-exclusive, non-assignable (except as provided in this Agreement), non-transferrable (except as provided in this Agreement), non-sublicenseable license for Users to Use the Software for the duration stated in an applicable Order accepted by RedMane under this Agreement (“License”). The duration of the License granted shall commence upon the Order Effective Date and, unless terminated as specified herein, continue until the next calendar anniversary of the Order Effective Date or such other period of time specified in the Order (“Order Initial License Term”) at which time, unless otherwise specified in the Order, such Order Initial License Term may be subject to annual renewals according to the terms described below (“Order Renewal License Term”) (together, the Order Initial License Term and each Order Renewal License Term shall be referred to as the “Order License Term”). More than sixty (60) days prior to the beginning of each Order Renewal License Term, RedMane shall have the option to send Licensee a notice modifying the terms of the applicable Order, including any payment terms in accordance with Section 4.2 below. If Licensee fails to send RedMane notice that it does not wish to renew the Order for the Order Renewal License Term more than thirty (30) days prior to the commencement of the Order Renewal License Term, such new Order shall go into effect upon commencement of the Order Renewal License Term. “Users” means those individuals for which Licensee has purchased a License to Use the Software, as described in an Order accepted by RedMane under this Agreement. “Use” as it relates to Software shall mean: (i) the reading by Licensee’s authorized users (including Users) into or out of hardware memory of the Software and the execution of the Software whether in whole or in part by any individual having authorized access to the Software; (ii) to transfer into and store in equipment selected by Licensee (i.e., install) all or any portion of the Software; and (iii) to process and execute instructions, statements or data included in, or input to, the Software. “Software” means (i) the programs and applications consisting of machine readable logical instructions and tables of information, supplied in object code form, including those programs and applications described in any Order accepted by RedMane under this Agreement; (ii) all Documentation related to (i); and (iii) all Updates (but not Upgrades) provided by RedMane under this Agreement. Software as used in this Agreement does not include source code. “Documentation” means RedMane written materials, drawings, and specifications, whether in print or electronic form, pertaining to the methods, modes, processes, procedures and implementation of the Software, together with all revisions and additions, as identified in, required to be delivered, or otherwise delivered from time to time by RedMane to Licensee pursuant to this Agreement. 2. LICENSE RESTRICTIONS All licenses to the Software provided under this Agreement are to machine-readable object code of the Software. No license is granted in the source code of the Software. Licensee may use the Software only in the quantities, for the limited durations, on the platforms, and in the environments specified in an Order accepted by RedMane under this Agreement. Licensee shall not provide, license, sublicense, sell, resell, distribute, rent, lease, lend, or permit access to or use of the Software to anyone other than a User as permitted herein. Licensee shall use its best efforts to safeguard the Software so as to insure that no unauthorized party has access to the Software and that no party makes any unauthorized copy of the Software. Licensee shall not use the Software for any timesharing or service bureau purposes or otherwise use or allow the use of the Software for the benefit of any third party (including by way of multiplexing or pooling) other than as expressly permitted by RedMane in writing. Licensee shall not generate income from any third party’s use of the Software. Licensee shall use its best efforts to assist RedMane in identifying and preventing any unauthorized use, copying, or disclosure of Software or any portions thereof or any of the algorithms or the logic contained in the Software. Licensee shall advise RedMane immediately in the event Licensee learns, or has reason to believe, that any party to whom Licensee has given access to the Software has violated, or intends to violate, the terms of this Agreement or an Order accepted by RedMane under this Agreement, and Licensee will cooperate with RedMane in seeking injunctive or other equitable relief in the name of Licensee or RedMane against any such person. Licensee shall not, and shall not permit any third party to, decompile, disassemble, reverse engineer, create derivative works of, attempt to discover any source code or underlying ideas or algorithms of, or modify the Software in any way, without the prior written consent of RedMane. Licensee shall not remove or alter any copyright notice or any other notices that appear on the Software. Except as otherwise expressly permitted under this Agreement, Licensee shall not have any rights to use any Software, in whole or in part, for any other use or purpose whatsoever and any right not expressly granted to Licensee under the terms of this Agreement shall be reserved to RedMane. Licensee shall be solely responsible to RedMane for the observance and compliance with all terms and conditions of this Agreement by its employees, contractors, service providers, agents and any other third party who has been permitted access to the Software as a result of its action or inaction, whether or not such party is actually permitted to have such access under the terms of this Agreement. 3. SERVICES 3.1 General. “Services” means [(i) Maintenance Services and (ii) other] services, that may be provided to Licensee by RedMane under this Agreement. 3.2 [Maintenance Services. “Maintenance Services” means general telephone support, reporting Errors/emergency technical assistance, and the provision of Updates to Software that RedMane may, from time to time and in its sole discretion, offer Licensee. These Maintenance Services are included in the License Fees paid for Software licensed to Licensee to the extent described in the applicable Order. “Updates” means patches and other Error corrections or minor enhancements or a minor change in functionality issued from time to time. An Update is typically identified by a change in a number to the right of the first decimal point in the Software’s version number (e.g. v.5.0 to v.5.1 or v.5.1.1). “Error(s)” means a reproducible failure by the Software to conform to the applicable Documentation when operating in the proper environment, which materially or significantly impacts the Software’s operational performance or functional performance. “Upgrades” means the introduction of new versions or releases of the Software or significant new enhancements or functionality for the Software. An Upgrade typically is identified by a change in a number to the left of the first decimal point in the Software’s version number (e.g. v.5.0 to v.6.0) “Release” means a redistribution of Software that contains new features, new functionality, and/or performance improvements that RedMane decides, in its sole discretion, to make generally available to its other customers receiving Maintenance Services, at no additional charge, and any related Documentation. During the period of the Order, to the extent provided by RedMane as part of Maintenance Services as specified in the Order, RedMane shall provide the following types of Maintenance Services (a) General Telephone Support. RedMane shall use reasonable efforts to respond to questions from the Licensee regarding the installation and use of the Software. Hotline Support will be available between the hours of 8:00 AM and 4:30 PM, Central time, Monday through Friday, but excluding New York Stock Exchange (NYSE) Holidays. Hotline Support can be initiated by the Licensee via phone or by email, using the Hotline Support Contact Information that RedMane provides. When contacting RedMane for Hotline Support, the Licensee must specify the name of the Software, the version of the Software, and the operating environment in which the Software is installed, as applicable. (b) Reporting Errors/Emergency Technical Assistance. So long as the Licensee submits a written description of suspected Error(s) to RedMane and provides RedMane with any and all requested data which RedMane reasonably may require to reproduce the operating conditions similar to those present when the suspected Error(s) was discovered (an “Error Notification” or “EN”), RedMane shall use reasonable commercial efforts to promptly confirm the EN as an Error and shall notify Licensee of its proposed resolution for correcting the Error. There are four “Severity Levels,” each ranked in order of the severity of its effect on the end user Licensee in an actual production environment. Licensee shall classify each EN in accordance with the following charts. For purposes of this Agreement, when using the Software other than in an actual production environment (e.g., during development or testing phases) and reporting Errors to RedMane, the most severe classification level of an EN that a Licensee can assign shall be Severity Level 2. The Severity Levels and their appropriate descriptions and service levels are as follows: Severity Level 1 Description Critical - System-wide outage. Service is down or unavailable. Service Levels If requested, RedMane will use commercially reasonable efforts to respond to the EN by correcting the Error(s) (or providing a workaround) as soon as is reasonably practicable. Level 1 Severity will be responded to within one hour and a resolution will be proposed within 48 hours. Severity Level 2 Description Urgent – Critical functionality is impaired or significantly degraded. Service Levels If requested, RedMane will use commercially reasonable efforts to respond to the EN within 4 hours and correct the Error(s) (or providing a workaround) within 48 hours. Severity Level 3 Description Moderate – partial, non-critical loss of functionality of the software. Error causes minor inconvenience. All primary functions available and performance not severely degraded. Service Levels If requested, RedMane will respond to the EN within 8 business hours and correct the Error(s) within 72 business hours. Severity Level 4 Description Minor – General usage question or bug fix. No impact to functionality or performance. Recommendation for future Upgrade. Service Levels RedMane will acknowledge receipt of request within 24 hours and will have a resolution by next software update. RedMane may reclassify ENs after receipt and evaluation. RedMane shall use reasonable commercial efforts to correct such reported Error(s) by providing a corrected version of the Software and any updated Documentation per the Service Levels indicated in the tables above. It is understood that such corrected version of the Software may also include Updates to the Software and Upgrades to the Software specifically requested by Licensee in accordance with the terms below: Expressly excluded from the definition of an Error(s) are defects or failures in hardware or in software not provided by RedMane, failures due to operator error or misuse, failures arising from enhancements or modifications to the Software made by the Licensee or a third party, or problems arising from Licensee’s failure to comply with RedMane’s written instructions or Documentation. In the event RedMane is requested to perform Services regarding Error(s) and RedMane subsequently determines that the Error was due to one of the excluded causes listed in this section, then the Licensee shall pay RedMane its standard time and materials rates for efforts to investigate and resolve the request. RedMane agrees that it shall, at approximately the same time it makes a Release available to other customers, make the Release available to the Licensee as part of the Maintenance Services. If Upgrades are specifically requested by Licensee, such Upgrades shall be implemented (i) at RedMane’s sole discretion as a separate professional consulting service described in Section 3.3 below and (ii) provided that Licensee supplies all information, documentation, and traces necessary to make such Upgrades. Licensee acknowledges that any Upgrades that are created by RedMane at the request of another licensee will not necessarily be made a part of any new Release for Licensee under this Agreement. RedMane shall provide the Services described above only in connection with a “Supported Release” of the Software. A “Supported Release” refers to the then-current Release of the Software, as designated by RedMane. The Supported Release includes the prior Release of the Software, unless either (i) the then-current Release is six (6) months old or (ii) the then-current Release has been placed into production by Licensee for sixty (60) days. Licensee shall provide primary support for the Software to its Users. Licensee shall be responsible for the distribution, installation, testing, supervision, and management of corrected versions of the Software.] 3.3 Other Services. All services [other than Maintenance Services] that are provided by RedMane to Licensee under this Agreement—such as, e.g., customization, training, professional consulting services, and other related services—shall be provided under the terms and conditions of an Order that is accepted by RedMane or under a separate services agreement between the Parties. Such other services shall be offered in accordance with terms and conditions determined by RedMane solely at its discretion, and nothing in this Agreement shall obligate RedMane to provide any such other services. 4. PAYMENT 4.1 License Fees. Licensee will make payment to RedMane of any fees for a License as specified in any applicable Order executed by the parties (“License Fees”). Payment of such License Fees shall be made in U.S. currency within thirty (30) days of the date of invoice. License Fees are non-refundable. 4.2 Renewal Subscription Fees. RedMane may increase the fees for a License once per year up to five percent (5%) over the previous year’s fees by providing the Licensee written notice of the increase at least sixty (60) days prior to the expiration of the then-current Order License Term. An invoice for the upcoming year’s fees for a License (“Subscription Fee Renewal Invoice”) shall serve as such prior written notice. Licensee shall be deemed to have accepted such new fee for the upcoming Order Renewal License Term if it has not sent RedMane written notice that it does not wish to renew the License for the Order Renewal License Term for the Software more than thirty (30) days prior to the commencement of the Order Renewal License Term. 4.3 Late Payments; Taxes. A late payment charge of one and one-half percent (1.5%) per month shall be charged upon unpaid balances due for more than thirty (30) days. RedMane shall have the right to recover expenses, including reasonable attorneys’ fees, in any action to collect amounts due under this Agreement. All pricing and fees under this Agreement are exclusive of taxes. Except for taxes based on RedMane’s net income, Licensee shall pay any federal, state, local, VAT or other governmental taxes, fees or duties imposed on the licensing, export, use or possession of the Software, or any other transaction contemplated by this Agreement. Notwithstanding anything in this Agreement to the contrary, if, under any applicable law, Licensee is required to withhold tax or any other amount from any payment to RedMane, the amount due to RedMane shall be increased by an amount such that the amount RedMane receives is equal to the amount RedMane would have received if no withholding had been required. 5. TERM AND TERMINATION 5.1 Term. This Agreement is effective upon the Effective Date (as defined above) and shall continue until it is terminated under its terms. The term for each License ordered by Licensee under this Agreement shall commence upon Licensee’s payment of the applicable License Fee(s) for such License and shall continue for the limited duration specified for such License, as stated in an Order accepted by RedMane under this Agreement, unless such License is terminated under the terms of this Agreement. 5.2 Termination for Convenience. Either Party may terminate this Agreement and all Licenses granted under this Agreement at least thirty (30) days prior to the next anniversary of the Order Effective Date, upon thirty (30) days prior written notice of termination (hereinafter, a termination under this Section 5.2 shall be referred to as a “Termination for Convenience”). 5.3 Termination for Cause. Either Party may terminate this Agreement and all Licenses granted under this Agreement immediately without notice from it to the other Party for any of the following reasons: (i) by RedMane for Licensee’s failure to make monetary payment of any amount due to RedMane under this Agreement for the Licenses set forth in the Order by the date such payment is due (hereafter, a termination under this subsection (i) shall be referred to as a “Termination for Nonpayment”); (ii) by either Party as a result of other Party’s breach of any material, non-monetary provision of this Agreement (including, but not limited to, a breach of Section 2 (License Restrictions), Section 6 (Ownership of Software), or Section 7 (Proprietary Information)) that is not cured within thirty (30) days of written notice of such breach to the breaching party (hereafter, a termination under this subsection (ii) shall be referred to as a “Termination for Breach”); and (iii) by either Party when (a) the other Party is the subject of a Chapter 7 petition of involuntary bankruptcy which is not dismissed within sixty (60) days; (b) the other Party is the subject of a Chapter 7 petition of voluntary bankruptcy which is not dismissed within thirty (30) days; or (c) the other Party makes a general assignment for the benefit of creditors or is appointed a receiver on account of its insolvency (hereinafter, a termination under this subsection (iii) shall be referred to as a “Termination for Insolvency”). 5.4 Effect of Termination. In the case of a Termination for Nonpayment, a Termination for Breach resulting from the Licensee’s breach, or a Termination for Convenience invoked by Licensee, any unpaid payment obligations of Licensee shall survive and continue beyond termination and RedMane shall be considered to have earned all fees set forth in a terminated Order and shall be entitled to retain any fees that have already been paid by Licensee and to collect the balance of any fees that remain unpaid by Licensee. 5.5 Obligations Upon Termination. Upon termination by RedMane of this Agreement, Licensee shall immediately cease all access to and use of the Software and un-install and delete or destroy all copies of the Software. Upon termination by RedMane of any License granted under this Agreement, Licensee shall immediately cease all access to and use of the Software permitted by such terminated License and un-install and delete or destroy all copies of the Software permitted to be made by such terminated License. 5.6 Cessation of Services. Upon termination of this Agreement for any reason, RedMane will immediately cease providing any Services being provided by RedMane under this Agreement. 6. OWNERSHIP OF SOFTWARE All right, title, interest, ownership, and patent rights, trademark rights, copyrights, and trade secret rights (collectively, “Intellectual Property Rights”) in and to the Software and all copies, modifications, enhancements, and derivative works of the Software vest in and belong to RedMane and/or its suppliers. This Agreement confers no title or ownership in the Software or any copies, modifications, enhancements, or derivative works of the Software and is not a sale of any rights. The structure, organization, and code of the Software are the valuable trade secrets, confidential information, and Proprietary Information (as defined below) of RedMane and/or its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant the Licensee any rights in the Software or any copies, modifications, enhancements, and derivative works of the Software. Licensee agrees it will not take any action that jeopardizes RedMane’s proprietary rights or acquire any right in the Software, including any actions in violation of Section 2 (License Restrictions). Licensee hereby assigns and shall assign any rights it has or may have in any modifications, enhancements, and derivative works of the Software that are made by Licensee, whether such modifications, enhancements, and derivative works of the Software are permitted by this Agreement or not. If required, Licensee specifically agrees that it will obtain, at RedMane’s reasonable request, the execution of any instrument that may be appropriate to assign these rights to RedMane or perfect these rights in RedMane’s name. RedMane’s rights to modifications and enhancements of the Software are not an implied license to Licensee to make any modifications or enhancements to the Software. 7. PROPRIETARY INFORMATION 7.1 Confidentiality. In the course of carrying out the provisions of this Agreement, Licensee may receive or acquire from RedMane information or data pertaining to specifications, drawings, sketches, models, samples, computer programs, methods, concepts, know-how, techniques, processes, and other technical or business information that RedMane desires to protect against unauthorized use or further disclosure. For purposes of this Agreement, “Proprietary Information” shall mean: (i) any information in written, other tangible, or electronic form which is labeled as “Confidential”, “Proprietary” or with a legend of similar import; (ii) any Software in any form (including related Documentation), whether or not labeled in accordance with the preceding; (iii) any and all trade secrets relating to RedMane’s business, products, services, or technologies; (iv) any and all information relating to RedMane’s business, financial information, customers, schedules, projects, programs, products, and services not generally known to the public; and (v) information orally disclosed to Licensee or received by Licensee through observation and identified by RedMane as confidential at the time of such disclosure. For the avoidance of doubt, the Software is Proprietary Information of RedMane. The obligations in this Section 7.1 (Confidentiality) shall not apply to any Proprietary Information received from RedMane which is: (i) lawfully in Licensee’s possession, with no restriction on use or disclosure, prior to its acquisition from RedMane; (ii) received in good faith by Licensee, with no restrictions on use or disclosure, from a third party not subject to any confidential obligation to RedMane; (iii) now or later becomes publicly known through no breach of confidential obligation by Licensee; or (iv) independently developed by or for Licensee without any reliance on or use of confidential information of RedMane. 7.2 Disclosure and Use. RedMane shall remain the exclusive owner of its Proprietary Information and Licensee shall not use or disclose RedMane’s Proprietary Information except for the purposes expressly permitted by this Agreement. Licensee shall exercise the same degree of care and protection with respect to RedMane’s Proprietary Information that it exercises with respect to its own proprietary information and shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any of RedMane’s Proprietary Information other than (i) Users of Licensee for the purposes that are expressly permitted in this Agreement; and (ii) any RedMane affiliates and third party consultants to RedMane that RedMane identifies to Licensee as a party that has a need to know the information regarding RedMane’s exercise of any of its rights or obligations under this Agreement. 7.3 Disclosure Under Applicable Law and Notification. If Licensee receives a request to disclose any of RedMane’s Proprietary Information, whether pursuant to a subpoena, an order issued by a court or other governmental authority of competent jurisdiction, or otherwise, and, on advice of legal counsel, determines that disclosure is required under applicable law, Licensee agrees that, prior to disclosing any of RedMane’s Proprietary Information, it shall: (i) notify RedMane of the existence and terms of such request or advice, (ii) cooperate with RedMane in taking legally available steps to resist or narrow any such request or to otherwise eliminate the need for such disclosure, at RedMane’s sole expense, if requested to do so by RedMane, and (iii) if disclosure is required, it shall be the sole obligation of RedMane to use its commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment shall be afforded to such portion of RedMane’s Proprietary Information as is required to be disclosed. 7.4 Continuing Obligations. The obligation of non-disclosure and non-use with respect to the Software and any of RedMane’s Proprietary Information shall survive the expiration or termination of all Order License Terms and continue indefinitely (or for so long as permitted by applicable law). 8. WARRANTIES AND DISCLAIMER OF WARRANTIES 8.1 Licensee’s Warranties. Licensee represents and warrants that (a) it has full power and authority to enter into this Agreement; (b) it has not entered into any contract or commitment which shall interfere with the performance of its obligations under this Agreement; and (c) it has the right to grant access to and use of all data provided to RedMane in connection with this Agreement. 8.2 Disclaimer of Warranties. REDMANE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, DESIGN, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY REDMANE SHALL CREATE A WARRANTY AND LICENSEE MAY NOT RELY UPON SUCH INFORMATION OR ADVICE. REDMANE DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. ALL SOFTWARE IS PROVIDED BY REDMANE “AS IS.” THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE SHALL BE WITH LICENSEE. 9. LIMITATION OF LIABILITY 9.1 LIMITATION ON TYPE OF DAMAGES. IN NO EVENT WILL REDMANE, ITS AFFILIATES, OR ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, OR SUPPLIERS BE LIABLE TO LICENSEE (OR TO ANY OTHER THIRD PARTY PERMITTED ACCESS TO OR USE OF THE SOFTWARE) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM DELAY; LOSS OF GOODWILL; LOSS OF, DAMAGE TO, OR INTERRUPTION OF DATA OR NETWORKS; LOST PROFITS, REVENUE, OR SAVINGS (ACTUAL OR ANTICIPATED); OTHER LOST PROFITS OR ECONOMIC LOSS IN CONNECTION WITH OR ENSUING FROM USE OF THE SOFTWARE PROVIDED BY REDMANE UNDER THIS AGREEMENT; OR INABILITY TO USE ANY SOFTWARE PROVIDED BY REDMANE PURSUANT TO THIS AGREEMENT, EVEN IF LICENSEE OR ANY OTHER THIRD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 LIMITATION ON AMOUNT OF DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF REDMANE, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, AND SUPPLIERS FROM ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT EXCEED THE AGGREGATE OF THE FEES PAID TO REDMANE FOR THE SOFTWARE SET FORTH IN THE APPLICABLE ORDER FOR WHICH THE CAUSE OF ACTION ACCRUED IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE WHEN THE CAUSE OF ACTION ACCRUED. THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM ARISES IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, INCLUDING BREACH OF WARRANTY. THIS LIMITATION SHALL ALSO SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT. 9.3 LIMITATION ON TIME OF ACTION. NO ACTION ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED. 10. GENERAL 10.1 Third-Party Products. Certain third-party products that are used with the Software are separately licensed to the Licensee by third parties for usage with the Software. In this respect, Licensee acknowledges and agrees that RedMane is not the supplier of such third-party products and shall have no responsibility whatsoever for any such third-party products. 10.2 Compliance With Laws. Licensee shall use the Software made available by RedMane hereunder in compliance with all applicable federal, state, and local laws, regulations, and communications common carrier tariffs, including, without limitation, all import and export restrictions. RedMane reserves the right to take all actions, which it believes necessary, in its sole discretion, to comply with applicable laws, regulations and tariffs. Licensee agrees to discontinue any improper use of the Software promptly after receipt of written notice from RedMane as is reasonably feasible under the circumstances. 10.3 Force Majeure. Neither Party shall be held responsible for any delay or failure in performance of this Agreement caused by fires, embargoes, requirements imposed by government regulations, civil or military authorities, terrorism, or acts of God, beyond the control of the Parties and which could not have been avoided through the application of reasonable foresight or diligent effort. 10.4 Applicable Law and Choice of Venue. The construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois, and all actions under this Agreement shall be brought in a court of competent subject matter jurisdiction of the State of Illinois and both Parties agree to accept and submit to the personal jurisdiction of such court. The Parties agree that under no circumstances shall the Uniform Computer Information Transactions Act (UCITA), or any version thereof, apply to this Agreement. 10.5 Assignment. Licensee shall not assign or delegate any right, interest, obligation, or duty under this Agreement, or any Order under this Agreement, without the prior written approval of RedMane. Any attempted assignment or transfer, whether by merger, consolidation, operation of law, or otherwise, that is in contravention of the above provision shall be void and ineffective. RedMane may assign or delegate any right, interest, obligation, or duty under this Agreement, or any Order under this Agreement, upon notice to Licensee. 10.6 Non-Waiver. Either Party’s failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or equity, or to exercise any option herein provided will in no way be construed to be a waiver of such provisions, rights, remedies, or options or in any way to affect the validity of this Agreement. 10.7 Survival. Any terms of this Agreement, which by their nature extend beyond the date this Agreement ends shall remain in effect until fulfilled and shall apply to respective permitted successors and assignees. 10.8 Entire Agreement. This Agreement, including all addenda, amendments, and Orders hereto or hereunder, is the entire agreement between the Licensee and RedMane relating to the license of the Software, and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the license of the Software or any other subject matter covered by this Agreement. The terms of this Agreement shall not be modified except by the consent of both Parties given in a writing signed by an officer of both Parties. No third party is authorized to modify this Agreement or to make any warranties, representations, or promises that are different from those set forth in this Agreement without express written permission from RedMane. 10.9 Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any court of competent and appropriate jurisdiction, then such provisions are herewith waived to the extent necessary for this Agreement to be otherwise enforceable in such jurisdiction.