BOTTOMLINE TECHNOLOGIES (DE), INC.

LICENSING AGREEMENT

PLEASE READ CAREFULLY BEFORE PROCEEDING. THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSING AGREEMENT ("AGREEMENT") GOVERN USE OF THE ACCOMPANYING SOFTWARE BY THE BUSINESS OR GOVERNMENTAL ENTITY ("CUSTOMER") WHICH ACQUIRED THE SOFTWARE. INSTALLATION OF THE SOFTWARE FORMS A BINDING AGREEMENT BETWEEN CUSTOMER AND BOTTOMLINE TECHNOLOGIES (DE), INC. ("BOTTOMLINE"). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CONTACT BOTTOMLINE AND DO NOT INSTALL THE SOFTWARE.

The Software may initially be provided with a temporary unlock code or license key ("License Key") that will cause the Software to cease operation after a predetermined period of time. Customer is responsible for obtaining a permanent License Key, at no additional charge to Customer, from Bottomline prior to expiration of the temporary License Key.

1. Document Precedence.
   1. To the extent that Customer has a legally binding licensing agreement executed by both Customer and Bottomline (an "Executed Licensing Agreement"); the terms of this Agreement are subordinate to the terms and conditions of the Executed Licensing Agreement.
   2. To the extent there is any conflict between the terms of this Agreement and the terms of any Sales Order issued by Bottomline and signed and executed by a representative of the Customer, the terms and conditions printed on the Sales Order shall take precedence over conflicting provision of this Agreement.
   3. This Agreement and, if applicable the terms printed on the Sales Order and the Executed Licensing Agreement form the entire agreement between Bottomline and Customer governing Customer's use of the Software and Support Services and cancels any previous agreements or understandings, whether oral, written or implied. If a purchase order, sales confirmation, or other document is issued by Customer as part of the transaction pursuant to which Customer acquired the Software, related software, or related services (including Software Support and renewals thereof), and such other document includes any additional or different terms or conditions than these License Terms and, if applicable, the Executed Licensing Agreement and terms printed on the Sales Order, Customer acknowledges and agrees that all such additional or different provisions are of no effect or under any circumstances binding on Bottomline. Provided however, any price, quantity and payment terms specified on a purchase order will perform part of the agreement between Bottomline and Customer to the extent such terms are not inconsistent with these License Terms, the Executed Licensing Agreement, or terms printed on the Sales Order, if any. For the avoidance of doubt, any additional or different terms or conditions contained on any purchase order or other document issued by Customer after the formation of this Agreement, including any purchase order that Customer may issue for the renewal of Software Support are objected to by Bottomline without further notice of objection and shall be of no effect or under any circumstances binding on Bottomline.
2. Software License.
   1. If Customer has purchased a production server license to the Software (the "Production License"), Bottomline hereby grants to Customer a license to install and use a single active instance of the Software (the "Production System"). An active instance of the Software is a copy of the Software that is in a form available to a processor for operation.
   2. If Customer has purchased a license to C-Series Cash Reporting the quantity of workstations on which the Cash Reporting Client may be concurrently installed is limited to the quantity of Cash Reporting Client licenses purchased by Customer.
   3. If Customer has purchased a production workstation or seat license to the Software (the "Production License"), Bottomline hereby grants to Customer a license to install and use the Software on a single workstation (the "Production System") and access and use the Software product only through the user interface of the Production Workstation, the user interface of any other computer and/or via a network.
   4. For each production component or module license Customer has purchased with Customer's Production License, Bottomline herby grants to Customer a license to install and use the component or module on the same Production System.
   5. If Customer has purchased a disaster recovery license for the Software and each module or component, Customer may install and use the Software, and each module or component for which a disaster recovery license is purchased, on an additional system which is: i) subject to, and compliant with, all limitations and restrictions applicable to the corresponding Production License/Production System and its components or modules; and ii) used solely for backing up the Production System and operating in production only when the Production System is inoperable.
   6. If Customer has purchased a non-production license for the Software and each component or module, Customer may install and use the Software, and each component or module for which a non-production license is purchased, on an system (the "Non Production System") which is: i) subject to, and compliant with, all limitations and restrictions applicable to the corresponding Production License/Production System and its components or modules; and ii) used solely for design, test, and other non-production purposes. No production use or other use for financial benefit is permitted. Provided however, C-Series Software subject to a non-production license may be operated in place of the Production System if the Production System is inoperable. The Non-Production Software shall not be used for real-time back up of the Production System or operated in an environment which provides for automated fail-over to the Non-Production System if the Production System becomes inoperable.
   7. If the Software is licensed by Bottomline on a per-user basis the quantity, and type, of user credential records (i.e. log-in and password) that may be concurrently configured is limited to the quantity, and type, of User Access Licenses acquired by Customer for use with the Production License. Customer is responsible for configuring entitlements for users accessing the Software pursuant to Limited Function User Access Licenses to assure that such users only access the permitted functions.
   8. If the Software is licensed by Bottomline on a per-client basis the Software may be configured to concurrently support a quantity of client systems that does not exceed the quantity of Client Licenses acquired by Customer for use with the Production License.
   9. If the Software is licensed on a per-printer basis, the quantity of defined printer queues/destinations (including virtual printers) may not exceed the quantity of Printer Licenses acquired by Customer for the Production License.
   10. If the Software is licensed on the basis of any parameter, including but not limited to a quantity or type of system, or a quantity or type of business, with which the Software may interoperate, or operate for, then use of the Software as measured by that parameter may not exceed the quantity of licenses to that parameter acquired by Customer.
   11. If Customer has purchased an evaluation license, Customer may use of the Software solely for evaluation until expiration of the License Key which is typically 30 days. No production use or other use for financial benefit is permitted.
   12. Application components and modules, User Access Licenses, Client Licenses, Printer Licenses, and licenses to other parameters are purchased for use with a particular Production License and may not be transferred between different software products or different instances of the same products operating under different Production Licenses.
3. General License Terms.
   1. The licenses granted in Section 2 are:
      1. subject to Customer's compliance with these License Terms, and full payment all license fees due to Bottomline; and
      2. non exclusive and non transferable licenses to use the software solely for Customer's internal purposes which excludes use as part of a product, service, or other value Customer provides to its customers; and
      3. subject to any limitations associated with the license key provided to Customer including, without limitation, restrictions on the number of user credential records that may be concurrently configured, restrictions on concurrent usage, restrictions on the number and/or types of clients (or virtual clients) interfacing with the server, and restriction on the number and/or types of printers (or virtual printers) to which output may be sent. Each license key may only be used to activate a single concurrent installation of the Software.
   2. It shall be a breach of these License Terms to use the Software for any other purpose other than as licensed, including but not limited to:
      1. time sharing, operating a service bureau or otherwise providing services to any third party which consist principally of the operation of the Software;
      2. use of the Software as part of a product, service, or other value provided to Customer's customers;
      3. providing access to the Software or any workstation accessing the Software to any third party for purposes of permitting such third party to utilize the Software; or
      4. attempting to defeat any mechanism that causes the software to cease operation upon expiration of any temporary License Key.
   3. All right title and interest in the Software remains with Bottomline (and any third parties from which Bottomline has acquired its rights to provide the Software). No provision of this Agreement shall be interpreted to pass any title or other ownership interest in the Software to Customer. Customer may not disassemble, decompile, modify, or reverse engineer Software. Customer is authorized to make one (1) un-installed copy of Software to be retained by Customer for back-up purposes only. All copies shall be the property of Bottomline. Customer agrees to reproduce and incorporate all Bottomline proprietary notices in all copies of Software which Customer make.
   4. Any software, the rights to which are owned by a third party ("Third Party Software"), that is provided to Customer in conjunction with the Software, including any Third Party Software that may be provided as part of Bottomline's professional services or Software Support, is distributed, not licensed, by Bottomline to Customer. Customer's rights to use the Third Party Software are pursuant to the "break-the-seal license", "click-through license", or other license provided in conjunction with the Third Party Software. If no such license is provided in conjunction with the Third Party Software, the terms and conditions of this Agreement shall apply. Such Third Party Software shall be used only with the Software with which it is procured.
4. Warranty.
   1. Bottomline warrants to Customer that the Software will perform substantially in accordance with product documentation in effect at the time of delivery for a period of ninety (90) days from the date of delivery (the "Warranty Period"). Upon written notice of a non-conformity Bottomline will use reasonable efforts to correct such non-conformity during the Warranty Period. If Bottomline is unable, after reasonable efforts, to correct such non-conformity, Customer's sole remedy shall be the refund of the license fees paid by Customer for the non-conforming Software. Bottomline is not obligated to make repair, replace, or correct alleged non-conformities which result, in whole or in part, from improper or unauthorized use of the Software, use of Software in a manner for which it was not designed, or use of Software in combination with software, equipment and /or supplies not supported by Bottomline.
   2. THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).
5. Limitations on Liability. BOTTOMLINE'S LIABILITY ARISING OUT OF THE LICENSING, SALE, OR SUPPLYING OF SOFTWARE, AND/OR SERVICES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER FOR THE SOFTWARE. IN NO EVENT SHALL BOTTOMLINE NOR ITS THIRD PARTY SOFTWARE AND SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF THE USE, SALE OR SUPPLYING OF SOFTWARE AND/OR SERVICES, EVEN IF BOTTOMLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
6. Intellectual Property Indemnification.
   1. Bottomline agrees to defend, at its expense, any suit against Customer based upon a claim that the Software infringes any US patent or copyright, and to pay any settlement, or any damages finally awarded in any such suit. Bottomline's obligations under this section shall not be effective unless Customer:
      1. notifies Bottomline in writing of any claim or threatened or actual suit within 10 days of knowledge thereof;
      2. Customer gives Bottomline full control of the defense and settlement; and
      3. Customer provides full cooperation as requested by Bottomline. Customer may participate in the defense at Customer's expense.
   2. Bottomline may, at its own expense,
      1. procure for Customer the right to continue to use the Software;
      2. make the Software non-infringing; or
      3. terminate this license to the Software and refund the applicable license fee (subject to three-year straight line depreciation). Bottomline shall have no liability for any claim based on: i) Customer's continued use, after written notification, of a non-current release of the Software so long as a current release was made available to Customer without additional charge, ii) Customer's use of the Software other than in accordance with these License Terms, iii) Customer's combination of the Software with any equipment or software not provided or specified by Bottomline, or (iv) intellectual property rights owned by Customer or any of Customer's affiliates. This Section states Customer's exclusive remedy and Bottomline's sole liability in the event Customer's use of Software infringes on the intellectual property rights of any third party.
7. Term.
   1. Each party's rights and obligations under this Agreement commence on the effective date of the order pursuant to which Customer acquires the licenses to the Software.
   2. If Customer purchased a perpetual license, this Agreement shall continue until terminated in accordance with Clause 7(c). If Customer purchased a license for a limited license term, this Agreement shall automatically terminate: i) at the end of the limited license term or, if renewed, at the end of the last renewal term purchased; or ii) if earlier, in accordance with Clause 7(c).
   3. Customer may terminate any software licenses by providing Bottomline with written notice of such termination. Bottomline may terminate any or all of its obligations, and any software licenses granted to Customer, for any breach by Customer which is not cured within 10 days of receipt of written notice of such breach. Such termination shall be effective immediately upon receipt by Customer. For the avoidance of doubt, termination under this Section does not entitle Customer to a refund of any fees paid.
   4. Upon termination of software licenses, Customer's rights to use the Software shall immediately cease and Customer shall return all copies of Software and related documentation (and copies thereof) to Bottomline. Termination shall not effect Customer's obligation to pay Bottomline for all amounts due and payable pursuant to outstanding invoices (including fees for services that may have been performed and not yet invoiced). Each party's rights and obligations under Sections 1, 5, 6, and 9-11 shall survive termination.
8. Software Support.

   If Customer purchased Software Support, Bottomline will provide the Software Support in accordance with Bottomline's then applicable Software Support policies and for an initial term of one year commencing three (3) days after shipment of the Software. Thereafter, the term during which Bottomline provides Support Services, and Customer's obligation to pay for Support Services, shall automatically renew for additional annual periods unless terminated by either party upon 30 days advance written notice to the other party. Unless otherwise stated on the Sales Order, the Software Support fee for each renewal term shall be Bottomline's then current list price for the Software and shall be invoiced annually in advance. Bottomline will only support a system, whether Production System, disaster recovery system, or non-production system, for which Customer has paid Software Support fees for the applicable Software, each application module or component, and each User Access, Client, Printer, or other licenses in use with the System.

9. Confidentiality
   1. Each party agrees that all materials, documents and information provided to it by the other party in writing and designated as "Confidential", or if disclosed in other than tangible form is designated "Confidential" at the time of disclosure, is and shall be considered as confidential and proprietary information (collectively, the "Confidential Information") and the sole property of the disclosing party. For avoidance of doubt, Bottomline's Software and Documentation shall be considered Confidential pursuant to this Section 9.
   2. Each party agrees to hold such Confidential Information of the other party in strict confidence and shall not disclose the Confidential Information to any third party; provided that the party receiving such information will have no obligations with respect to any Confidential Information that (i) is now or later becomes publicly available through no fault of the receiving party (ii) is obtained from the receiving party from a third-party entitled to disclose it (iii) is already in the possession of the receiving party as indicated in its written records; or (iv) is required by law, rule regulation, order, decision, decree or subpoena or other judicial, administrative or legal process to be disclosed.
   3. Upon the expiration or early termination of this Agreement, each party will promptly return to the other party all of the Confidential Information disclosed to it hereunder, as well as all written material which incorporates any Confidential Information, except that one copy may be retained for archival or back-up purposes. Each party acknowledges that the breach of its obligations under this Section may cause the other party irreparable harm and that the breach or threatened breach of the non-disclosure provisions of this Agreement may entitle the non-breaching party to seek injunctive relief, in addition to any other legal remedies that may be available to it.
10. Miscellaneous.
    1. Bottomline shall be considered an independent contractor and no provision of this Agreement shall not be construed to be that of employer and employee, or of principal and agent, nor to constitute a partnership or joint venture of any kind.
    2. No amendment, modification or change may be made to this Agreement except by written instrument signed by authorized representative of both parties.
    3. Neither this Agreement nor the licenses granted hereunder may be assigned, delegated or transferred by Customer without the prior written consent of Bottomline unless such assignment, delegation, or transfer is to: (i) an Affiliate, which for purposes of this Section shall mean any entity controlled by, under common control with or controlling Customer with "control" meaning an ownership interest of greater than fifty percent (50%); or (ii) a third party acquiring all or substantially all of the stock or assets related to the business of the Customer through purchase, merger, consolidation or otherwise. This Agreement shall inure to the benefit of the permitted successors and assigns of both parties.
    4. The terms of this Agreement shall be construed and governed according to, and any arbitration hereunder shall apply, the laws of the state of New Hampshire applicable to contracts made and to be fully performed therein.
    5. Any dispute, controversy or claim arising out of or relating to this Agreement, including its interpretation, performance or termination of obligations, shall be finally resolved by arbitration in accordance with the Commercial Rules of the American Arbitration Association. The arbitration shall be conducted by three (3) arbitrators, one to be appointed by Bottomline, one to be appointed by Customer and a third being nominated by the two arbitrators so selected or, if they cannot agree on a third arbitrator, by the President of the American Arbitration Association The decision of the arbitrators shall be binding upon each party, and the expense of the arbitration (including the award of attorneys' fees to the prevailing party) shall be paid as the arbitrators determine. The arbitrators' decision shall be executory, and judgment thereon may be entered by any court of competent jurisdiction. Notwithstanding anything contained in this Section, each party shall have the right to institute judicial proceedings to enforce its rights under this license through injunction, specific performance, or similar equitable relief.
    6. Customer agree to fully comply with all applicable export laws and regulations of the United States and other applicable export and import laws to assure that neither the Software, nor any direct product thereof, is exported, directly or indirectly, in violation of applicable laws.
    7. End User Devices. Bottomline shall not be responsible or liable for any illegal or unauthorized access to or release of any end user data from any end user's device (such as but not limited to cell phones, tablets, and PC's) whatsoever, including, but not limited to, any access or release arising from the accessing of an end user's login credentials and/or login to an end user's account(s) by malware, viruses, or worms for malicious or criminal activities including, but not limited to, fraudulent payments or fraudulent funds transfer.
11. Additional Provisions for Software which includes Plus Technologies products distributed by Bottomline Technologies on behalf of Plus Technologies.

    Customer's use of any software products that are owned by Plus Technologies and distributed by Bottomline Technologies shall be governed by all provisions of this Agreement as if the Plus Technologies Programs were Software and further governed by the following restrictions:

    1. Customer's use of the Plus Technologies Programs is restricted to use solely with the Software and solely for Customer's own internal business operations.
    2. Plus Technologies Programs include restrictions on the number of defined printer destinations. Activation of the Plus Technologies Programs requires activation keys provided by Bottomline Technologies or Plus Technologies.
    3. Customer may not assign, transfer, or grant its license to the Plus Technologies Programs, (or any interest in the Plus Technologies Programs) to any other individual or entity, except under the conditions described in Section 10 of this Agreement and with Plus Technologies written consent.
    4. Plus Technologies disclaims (to the extent permitted by law) all liability for any damages, whether direct, indirect, incidental, or consequential arising from use of the Software and/or Plus Technologies Programs.
    5. Customer is prohibited from publishing or disclosing any benchmark tests, performance tests, comparison tests, or other tests of the Software,
    6. No provision of this Agreement shall bind Plus Technologies to perform any obligations or incur any liability not provided for in a binding agreement between Bottomline and Plus Technologies.
    7. Bottomline reserves the right to audit use of the Software and report results to Plus Technologies. Bottomline may assign this right to audit use of the Software to Plus Technologies.
    8. Plus Technologies is a third party beneficiary of this Agreement.
       1. The parties agree that no provisions of the Uniform Computer Information Transactions Act shall apply to this Agreement or the licensing of Software under this Agreement.
12. Additional Provisions Related to Business Objects Software.

    Reporting functions associated with certain Bottomline software products are provided by the reporting software marketed by Business Objects SA under certain trade names including but not limited to Crystal Reports Server Embedded ("Business Objects Software"). A copy of Business Objects Software is bundled with, and may only be operated with each Production and Non-Production System licensed by Customer. Customer's use of Business Objects Software is governed by the applicable Business Objects SA Software License.