This AGREEMENT (this "Term Agreement") is between Portfolio Decisionware Inc. ("PDWare"), and the entity that has executed this User Agreement with PDWare ("Client"). The terms of this Term Agreement shall apply to use of the subscription services identified as the PDWare ResourceFirst Service in the Schedules that accompany this Agreement (“Schedules”)

This Term Agreement and the corresponding Schedules shall collectively be referred to herein as the "Agreement". 

The terms of the Agreement shall control over any different or additional terms of any purchase order or other non-PDWare document, and no terms included in any such purchase order or other non-PDWare document shall apply to the PDWare ResourceFirst Service including all Software, Documentation and/or Training Materials provided by PDWare. The terms of the Schedules shall control over any conflicting terms in this Agreement. The terms of this Agreement shall also control over any conflicting terms in a 3rd party order processed by a partner or purchasing agent.

i.	Licenses from PDWare.  PDWare grants to Client, during the Subscription Term as defined in the first schedule ( this “Schedule A”) of the Agreement, the nontransferable, nonexclusive, worldwide right to permit those individuals authorized by Client or on Client’s behalf, and who are Client employees, agents or contractors ("Users"), to use the PDWare ResourceFirst Service and any materials developed by, or on behalf of, PDWare and delivered to Client in the course of performing services in connection with the PDWare ResourceFirst Service. The PDWare ResourceFirst Service consists of system administration, system management, system monitoring, and technical support activities that PDWare provides for the applications that comprise the PDWare ResourceFirst Service as identified in the Schedule A. The rights granted to Client in the Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Client authorize to access the PDWare ResourceFirst Service shall not exceed the number of User licenses (also referred to as "subscriptions") Client have purchased, as evidenced in the Schedule A; (ii) User licenses cannot be shared or used by more than one individual User (unless it is reassigned in its entirety to another authorized User, in which case the prior authorized User shall no longer have any right to access or use such license); (iii) Client shall not permit timesharing or service bureau use, or license, sell, rent, lease, transfer, assign, distribute, display, outsource, disclose, or otherwise commercially exploit or make the ResourceFirst Service or the ResourceFirst Materials available, to any third party other than, as permitted under the terms of the Agreement, an authorized User; (iv) Client shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the PDWare ResourceFirst Service or Materials or access or use the PDWare ResourceFirst Service in order to build or support, and/or assist a third party in building or supporting, products or services competitive to PDWare; (v) except as expressly stated herein, no part of the ResourceFirst Service or ResourceFirst Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vi) Client shall not disclose any review of the PDWare ResourceFirst Service, including but not limited to the results of any performance tests, to any third party without PDWare's prior written approval; (vii) Client agree to make every reasonable effort to prevent unauthorized third parties from accessing the ResourceFirst Service; and (viii) Client acknowledge and agree that PDWare or its licensors retain all ownership and intellectual property rights (including all derivatives or improvements thereof) in the PDWare ResourceFirst Service and the ResourceFirst Materials.

ii.	Client Data. PDWare will treat any data provided by Client that resides in Client PDWare ResourceFirst database (“Client Data”) as confidential in accordance with Section xii. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Client Data.

iii.	Billing and Payment. Client agrees to pay in advance for all products and services ordered under the Agreement except as set forth in Schedule A. All fees due under the Agreement are non-cancelable and the sums paid nonrefundable, except as otherwise specified in Section 10 of the Agreement. PDWare's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties, even if such amounts are not listed on Schedule A. Client will provide PDWare with valid and updated purchase order information and complete and accurate billing and contact information. PDWare will invoice Client at the time of the initial Schedule A and approximately 30 days in advance of the start of any renewal or subsequent billing period. All amounts invoiced are due and payable within 30 days of the invoice date.

iv.	Term and Termination. This Agreement is valid for the service term listed in the Schedule A. The term of the ResourceFirst Service set forth in the Schedule A hereunder shall commence upon the date of enablement and shall continue for the period of time set forth (the "Subscription Term"). Fees for additional users for the PDWare ResourceFirst Service set forth in the initial Schedule A ("Additional Subscriptions") will be invoiced on a prorated term in whole month increments, including Additional Subscriptions implemented in the middle of an existing subscription month. Additional Subscriptions shall expire at the end of the Subscription Term set forth in the initial Schedule A. Except as otherwise provided in an additional schedule issued by PDWare.

v.	Term Renewal. PDWare ResourceFirst Service subscriptions may be renewed under PDWare's then-current applicable policies and terms, subject to PDWare's acceptance and Client’s payment of fees for such PDWare ResourceFirst Service subscriptions. In the event of any material breach of the Agreement by either party, the non-breaching party shall have the right to terminate the Agreement for cause if such breach has not been cured within thirty (45) days of written notice from the non-breaching party specifying the breach in detail. In addition, PDWare may immediately suspend Client’s password, account, and access to or use of the PDWare ResourceFirst Service, (i) during such 45-day cure period if the material breach involves Client’s failure to make payment due to PDWare under the Agreement, or (ii) if Client violates any provision within Section 1 or Section 15 of this Agreement. Any suspension by PDWare of the PDWare ResourceFirst Service under the preceding sentence shall not excuse Client from Client’s obligation to make payment(s) under the Agreement. Upon any termination of the Agreement, Client’s right to access and use the PDWare ResourceFirst Service and the Services specified in the Ordering Document (including the ResourceFirst Materials) shall terminate. Client agree and acknowledge that PDWare has no obligation to retain Client’s Data and that Client’s Data may be irretrievably deleted after ninety (90) days following the termination of the Agreement or if Client’s account is thirty (60) days or more past due. 

vi.	Third Party Web Sites. If Client enters into correspondence with, access the website content of, purchase goods or services from, or participate in promotions of advertisers, sponsors or any party other than PDWare, through the PDWare ResourceFirst Service and/or through any software program used in conjunction with the PDWare ResourceFirst Service, any such activity, and any terms, conditions, warranties or representations associated with such activity, is done solely at Client’s own discretion and risk and is governed solely by the terms between Client and the applicable third party. Client should refer to the policies posted by third-party websites regarding privacy and other topics before Client access or use such websites. PDWare shall have no liability or obligation for, and does not endorse or accept any responsibility for, the contents or use of third party web sites or any transactions completed with third parties. PDWare may provide such links and/or access to third-party website content only as a convenience, and the inclusion of any link or provision of access does not imply endorsement by PDWare of the linked or otherwise accessible web site, notwithstanding the inclusion on such site of the trademarks of PDWare or subcontractors.

vii.	Technical Support Services. As part of the PDWare ResourceFirst Service, PDWare will provide Client with Technical Support for the PDWare application under PDWare's current Support Policies outlined in Schedule C of this document. PDWare shall have the right to modify the Support Policies at any time; however, by any such modification, PDWare will not materially reduce the level of Customer Care Services provided to Client for the period for which Client have paid for such services.

viii.	Warranties & Exclusive Remedy. PDWare warrants that the software included with the PDWare ResourceFirst Service will function in all material respects in accordance with the Operational Guide relating to its use, provided the program is used according to the operating instructions in that Operational Guide, and that it is used in conjunction with the equipment for which it is intended and such equipment has been adequately maintained. In the event the program fails to so perform because of a material defect in the program, PDWare shall use its reasonable effort to repair the defect, or, at PDWare option, refund the price paid. The foregoing warranty shall be effective for a period of 30 days from commencement date of this Agreement and any claim for breach of this warranty must be made within such period. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. PDWare does not warrant that the functions contained in the program will meet your requirements. You assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the program is to function. PDWARE DOES NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE PDWARE ResourceFirst SERVICE OR ResourceFirst MATERIALS WILL BE TIMELY SECURE, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL CLIENT PURCHASE OR OBTAIN THROUGH THE ResourceFirst SERVICE WILL MEET CLIENT’S REQUIREMENTS. CLIENT ACKNOWLEDGE THAT PDWARE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATION FACILITIES, INCLUDING THE INTERNET, AND THAT THE PDWARE ResourceFirst SERVICE AND ResourceFirst MATERIALS MAY BE SUBJECT TO LIMITATIONS DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PDWARE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY PDWARE, THE PDWARE ResourceFirst SERVICE, THE SERVICES, AND THE ResourceFirst MATERIALS ARE PROVIDED TO CLIENT ON AN "AS IS" BASIS.THE WARRANTIES SET FORTH ABOVE CONSTITUTE THE ONLY WARRANTIES OF PORTFOLIO DECISIONWARE INC. WITH RESPECT TO THE PERFORMANCE OF THE PROGRAM. THEY ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

ix.	Remedies are limited. PDWare's entire liability and your exclusive remedy shall be the repair of any defect in the program or the replacement of any defective program, or, at PDWare's option, refund of the price paid for the current term, or pre-paid service period, of the PDWare ResourceFirst Service. In any case, if the liability of PDWare is sought for whatever reason, such liability will not exceed the amount of the current term license fee. THE REMEDIES SET FORTH ABOVE CONSTITUTE YOUR ONLY REMEDIES IN THE EVENT OF BREACH OF ALL OR PART OF THIS AGREEMENT BY PORTFOLIO DECISIONWARE INC. THEY ARE IN LIEU OF ALL OTHER REMEDIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED. IN NO EVENT WILL PORTFOLIO DECISIONWARE INC. BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR INDIRECT DAMAGES SUCH AS LOST OR DESTROYED DATA, DISRUPTION OF PLANNING, CLAIMS OF THIRD PARTIES, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE SUCH PROGRAM OR FOR ANY OTHER CLAIM BY YOU OR BY ANY OTHER PARTY EVEN IF PDWARE OR AN AUTHORIZED PDWARE DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ANY OF THE FOREGOING CASES. Some states do not allow the limitation or exclusion of liability so this limitation or exclusion may not apply to you.

x.	Infringement. If the Software, or any part thereof PDWare ResourceFirst Service, infringes on any United States or foreign patent, trademark or copyright, or of the sublicense or Use of the Software, or any part thereof, is enjoined, PDWare shall at its option and expense:  (i) use commercially reasonable efforts to procure for Client the right under such patent; trademark or copyright to Use or sublicense as appropriate, the Software or such part thereof; or (ii) replace the Software, or part thereof PDWare ResourceFirst Service, with other suitable Software or parts; or (iii) suitably modify PDWare ResourceFirst Service, or part thereof; or (iv) refund the terms license fees paid therefore by Client, less a prorated sum for Use based on the current term period. PDWare shall not be liable for any costs or expenses incurred without its prior written authorization.

xi.	Indemnification. PDWare, at its own expense, agrees to indemnify defend and hold Client harmless from and against any and all damages, expenses or costs that Client may hereafter incur, suffer or be required to pay to defend, settle (provided that PDWare consents in writing to such settlement) or satisfy a judgment on a claim by any third party for damages incurred as a result of infringement of such third party's intellectual property rights by reason of Client’s use of the PDWare ResourceFirst Service.  Notwithstanding the foregoing, PDWare will have no liability to Client under this section in the event any alleged infringement hereunder is based on (i) the use of the PDWare ResourceFirst Service is used in connection or combination with equipment, devices or software not supplied by PDWare other than products with which the PDWare ResourceFirst Service is designed to be used or (ii) the alteration or modification of the PDWare ResourceFirst Service by Client if such claim would have been avoided by the absence of such combination, alteration or modification. PDWare will not indemnify Client for any infringement claim that is based on: a patent that Client were made aware of prior to the effective date of the current term of this Agreement (pursuant to a claim, demand, or notice); or (2) Client’s actions prior to the effective date of this User Agreement. This section provides the parties' exclusive remedy for any infringement claims or damages.

xii.	Confidential Information. Each party may have access to information that is confidential to the other party ("Confidential Information"). Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential. Confidential Information of PDWare shall include the software programs provided as part of the PDWare ResourceFirst Service and the Documentation and/or Training Materials. Confidential Information of Client’s shall include Client’s Data. PDWare will protect the confidentiality of Client’s Data in accordance with the PDWare ResourceFirst security practices. A party's Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure or; (iv) is independently developed by the other party without reference to the other party's Confidential Information. The parties agree to hold each other's Confidential Information in confidence for a period of three (3) years from the date of disclosure. Client acknowledges and agrees that (1) nothing shall prevent either party from disclosing the terms or pricing under the Agreement in any legal proceeding arising from or in connection with the Agreement or disclosing the information to a governmental entity as required by law, and (2) PDWare may disclose Client’s Confidential Information to its agents and contractors to the extent necessary to provide products or services under the Agreement. Further, PDWare may identify Client on its PDWare ResourceFirst Service customer lists and in its marketing materials, and announce that Client is a customer of the PDWare ResourceFirst Service, and reproduce Client’s company name, logo, trademark, trade name, service mark, or other commercial designations in connection therewith.

xiii.	Client’s Responsibilities. Client will ensure that any use of the PDWare ResourceFirst Service and Services by Client and Client’s Users is in accordance with the terms and conditions of the Agreement, and Client shall be responsible for any breach by any User of such terms and conditions. In addition, Client will obtain any consents required for PDWare and its agents and contractors to perform the ResourceFirst Service and Services under the Agreement. Client is responsible for ensuring that Client’s network and systems comply with specifications that PDWare provides. PDWare is not responsible for Client’s network connections or for conditions or problems arising from or related to Client’s network connections (e.g., bandwidth issues, excessive latency, network outages), or caused by the Internet. PDWare's performance of its obligations under the Agreement is dependent on Client’s timely provision of assistance, cooperation, and complete and accurate information from Client’s officers, agents and employees.

xiv.	Notices. PDWare may give notice applicable to PDWare's general PDWare ResourceFirst Service customer base by means of a general notice on the PDWare ResourceFirst Service web site and notices specific to Client by electronic mail to Client’s e-mail address on record in PDWare's account information. If Client has a dispute with PDWare or Client wish to provide a notice under the Agreement, or if Client become subject to insolvency or other similar legal proceedings, Client will promptly send written notice to: PDWare Inc., 2373 Broadway, Suite PH11, New York, NY, 10024.

xv.	Restrictions on Use. Client agree not to use or permit use of the PDWare ResourceFirst Service or the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, "junk mail", "spam" or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition, except as expressly permitted in Schedule A, Client may not use monitoring tools, including automated user interfaces and webservice calls to the PDWare ResourceFirst Service web-site, that directly or indirectly seek to measure the availability of any application or feature within the PDWare ResourceFirst Service. In addition to any other rights afforded under the Agreement, PDWare reserves the right to remove or disable access to any material that violates the foregoing restrictions. PDWare shall have no liability to Client in the event that PDWare takes such action. Client agrees to defend and indemnify PDWare against any claim arising out of a violation of Client’s obligations under this section.

xvi.	Verification. At PDWare's written request, but not more frequently than annually, Client shall furnish PDWare with a document signed by Client’s authorized representative verifying that the PDWare ResourceFirst Service is being used pursuant to the provisions of this Agreement and the applicable Schedule A. Client agree to provide such information and documents reasonably requested by PDWare with respect to Client’s use of, and payment of fees for, the PDWare ResourceFirst Service and Services. 

xvii.	Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the PDWare ResourceFirst Service, the Services, the ResourceFirst Materials and any services deliverables. Client agrees that such export control laws govern Client’s use of the PDWare ResourceFirst Service, the Services, the ResourceFirst Materials and any services deliverables (including technical data), and Client agree to comply with all export laws and regulations (including "deemed export" and "deemed re-export" regulations). Client agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws. 

xviii.	Force Majeure. Neither party shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, either party may cancel unperformed services upon written notice. This section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recovery procedures or Client’s obligation to pay for the PDWare ResourceFirst Service and/or Services.

xix.	General Terms. If you license PDWare ResourceFirst Services in the United States, this Agreement will be governed by the laws of the State of New York. If you license PDWare ResourceFirst Services in Canada, this Agreement will be governed by the laws of the Province of Ontario. If license PDWare ResourceFirst Services outside of the United States and Canada, then local laws may apply. This Agreement and any documents attached to or referred to in this Agreement constitute the entire understanding between the parties with respect to the subject matter hereof and specifically supersedes all prior or contemporaneous agreements, arrangements, representations and communications, whether oral or written. The Agreement can only be modified by a writing signed by authorized representatives of both parties. The invalidity in whole or in part of any provision herein shall not affect the validity of other provisions, unless such invalidity would frustrate the purpose of these terms and conditions. PDWare is an independent contractor in the performance of its obligations under this Agreement, and Client is to have no control over the methods and means PDWare uses to fulfill its obligations. Neither PDWare nor its employees shall be considered employees of Client or entitled to participate in any Client employee benefits or plans of any kind. Client's written approval of any assignment or subcontract shall not affect the provisions of this Agreement, and PDWare shall remain solely responsible for its obligations and liabilities under this Agreement.  Either party’s failure to enforce or insist on performance of any of the terms or conditions in this Agreement shall not operate as a waiver of that or any other right. All notices and other communications required or contemplated under this Agreement shall be in writing and shall be transmitted to the address provided by the other party by personal delivery, registered or certified mail, postage prepaid and return-receipt requested, or facsimile with confirmed answer back. The representations, warranties, indemnities and other obligations which by their nature or context are intended to survive payment and/or termination of this Agreement shall survive.