Software End User License Agreement
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE "ACCEPT" BOX ON THE CREATE ACCOUNT PAGE, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS.  IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD/INSTALL THE SOFTWARE OR DOCUMENTATION.
IF YOU DO NOT AGREE TO THESE TERMS: DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SOFTWARE; AND PROMPTLY DELETE OR RETURN THE SOFTWARE FOR A FULL REFUND.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.
This End User License Agreement, including the SOW which by this reference is incorporated herein (this "Agreement"), is a binding agreement between Predictronics Corporation ("Licensor") and either the individual, company or other legal entity, and its affiliates identified as the licensee of the Software ("Licensee").
1.	Definitions. 

For purposes of this Agreement, the following terms have the following meanings:
(a)	“Affiliates” means an entity controlled by, under common control with, or controlling such party, where control is denoted as having fifty percent (50%) or more of the voting power (or equivalent) of the applicable legal entity. Subject to the terms and conditions of this Agreement, Affiliates may use the license granted hereunder. All references to Licensor shall be deemed to be references to Licensor and its Affiliates and all references to Customer shall be deemed to be references to Customer’s company or other legal entity and its Affiliate(s).
(b)	“Computer” means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component.
(c)	"Authorized Users" means the following individual persons authorized to use the Software pursuant to the license granted under this Agreement: Authorized users include only individuals that have been granted access by the LICENSEE.
(d)	"Documentation" means user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Software.
(e)	"Licensee" has the meaning set forth in the preamble.
(f)	"License Fees" means the license fees, including all taxes thereon, paid by Licensee for the license granted under this Agreement.
(g)	"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
(h)	"Licensor" has the meaning set forth in the preamble.
(i)	"SOW " means the statement of work filled out and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee's purchase of the license for the Software granted under this Agreement.
(j)	"Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
(k)	"Software" means the software programs for which Licensee is purchasing a license, as expressly set forth in the SOW.
(l)	"Term" has the meaning set forth in Section 11.
(m)	"Third Party" means any Person other than Licensee or Licensor.
(n)	"Update" has the meaning set forth in Section 7(b).
2.	License Grant and Scope. 

Subject to and conditioned upon Licensee's payment of the License Fees and Licensee's strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable limited license during the Term to use, solely by and through its Authorized Users, the Software and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 4 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee's Authorized Users, to:
(a)	Access, grant access to and use in accordance with the Documentation one (1) copy of the Software for one (1) site/each of the sites set forth on the SOW owned or leased, and controlled by, Licensee. 
(b)	Use and run the Software as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee's internal business purposes. Such use is permitted only at the site at which the Software is installed, at the physical location thereof and not via any remote access or other network. 
(c)	Download or otherwise make one (1) copy of the Documentation per copy of the Software permitted to be downloaded made and installed in accordance with this Agreement and use such Documentation, solely in support of its licensed use of the Software in accordance herewith. All copies of the Documentation made by Licensee:
(i)	will be the exclusive property of Licensor;
(ii)	will be subject to the terms and conditions of this Agreement; and 
(iii)	must include all trademark, copyright, patent and other Intellectual Property Rights notices contained in the original.
3.	Third-Party Materials. 

The Software may include software, content, data or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials, if any, included in the Software and provided under Third-Party Licenses is set forth on Schedule A to this Agreement, and the applicable Third-Party Licenses are accessible via links therefrom. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement. 
4.	Use Restrictions. 

Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
(a)	use (including make any copies of) the Software or Documentation beyond the scope of the license granted under Section 2;
(b)	except as may be permitted by Section 2, and strictly in compliance with its terms, provide any other person or entity, including any subcontractor, independent contractor, affiliate or service provider of Licensee, with access to or use of the Software or Documentation;
(c)	combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(d)	reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(e)	remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
(f)	copy the Software or Documentation, in whole or in part;
(g)	rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
(h)	use the Software or Documentation in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including:
(i)	safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and
(ii)	military or aerospace applications, weapons systems or environments;
(i)	use the Software or Documentation in violation of any law, regulation or rule; or
(j)	use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor's commercial disadvantage.
5.	Responsibility for Use of Software. 

Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
6.	Compliance Measures.
(a)	The Software contains technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.
(b)	By written request of the Licensor, Licensee shall conduct a review of its and its Authorized Users use the Software and certify to Licensor in a written instrument signed by an officer of Licensee that it is in full compliance with this Agreement or, if Licensee discovers any noncompliance:
(i)	Licensee shall immediately remedy such noncompliance and provide Licensor with written notice thereof. Licensee shall provide Licensor with all access and assistance as Licensor requests to further evaluate and remedy such noncompliance.
(ii)	If Licensee's use of the Software exceeds the number of copies or Authorized Sites permitted under the license, Licensor shall have the remedies set forth in Section 6(d).]
(c)	During the Term, Licensor may, in Licensor's sole discretion, audit Licensee's use of the Software to ensure Licensee's compliance with this Agreement, provided that (i) any such audit shall be conducted on not less than 60 days' prior notice to Licensee, and (ii) no more than 4 audits may be conducted in any 12 month period except for good cause shown. Licensor also may, in its sole discretion, audit Licensee's systems within 6 months after the end of the Term to ensure Licensee has ceased use of the Software and removed the all copies of the Software from such systems as required hereunder. The Licensee shall reasonably cooperate with Licensor's personnel conducting such audits and provide all reasonable access requested by the Licensor to records, systems, equipment, information and personnel, including machine IDs, serial numbers and related information. Licensor shall only examine information directly related to the Licensee's use of the Software. Licensor may conduct audits only during Licensee's normal business hours and in a manner that does not unreasonably interfere with the Licensee's business operations. 
(d)	If the audit/any of the measures taken or implemented under this Section 6 determines that the Licensee's use of the Software exceeds or exceeded the use permitted by this Agreement then:
(i)	Licensee shall, within 60 days following the date of such determination by Licensee or Licensor's written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 6(d)(iii), obtain and pay for a valid license to bring Licensee's use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).
(ii)	If the use exceeds or exceeded the use permitted by this Agreement by more than what is granted under Section 2(e) Licensee shall also pay to Licensor, within 60 days following the date of Licensor's written request therefor, Licensor's reasonable costs incurred in conducting the audit. 
(iii)	If the use exceeds or exceeded the use permitted by this Agreement by more than what is granted under Section 2(e), Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee.
Licensor's remedies set forth in this Section 6(d) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.
7.	Maintenance and Support.
(i)	Subject to Section 7(c), the license granted hereunder entitles Licensee to the basic software maintenance and support services described in Exhibit B of this document
(ii)	for the duration of the purchased license following the date set forth on the SOW; and
(iii)	thereafter, solely if Licensee purchases additional support services. Such support services shall be provided on the terms and conditions set forth in Exhibit B of this document.
(b)	Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, "Updates") as Licensor makes generally available free of charge to all licensees of the Software then entitled to maintenance and support services. Licensor may develop and provide Updates in its sole discretion, and Licensee agrees that Licensor has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates will be deemed Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that Licensor may provide all Updates directly, Licensee's receipt thereof will require an internet connection and that Licensor has access to the Licensee’s system on which software is installed, which connection is Licensee's sole responsibility. Licensor has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Software that Licensor may issue as a separate or new product, and Licensor may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion.
(c)	Licensor reserves the right to condition the provision of maintenance and support services, including all or any Updates, on Licensee's registration of the copy of Software for which support is requested. Licensor has no obligation to provide maintenance and support services, including Updates:
(i)	for any but the most current version or release of the Software; 
(ii)	for any copy of Software for which all previously issued Updates have not been installed;
(iii)	if Licensee is in breach under this Agreement;
8.	Collection and Use of Information.
(a)	Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through: 
(i)	the provision of maintenance and support services; and
(ii)	security measures included in the Software as described in Section 6.
(b)	Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software by Licensee or on Licensee's equipment, including but not limited to:
(i)	improving the performance of the Software or developing Updates; and 
(ii)	verifying Licensee's compliance with the terms of this Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in and to the Software. 
9.	Intellectual Property Rights. 

Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Licensor and its service providers reserve and shall retain their entire right, title and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Software from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor's Intellectual Property Rights in the Software and fully cooperate with Licensor, at Licensor's sole expense, in any legal action taken by Licensor to enforce its Intellectual Property Rights. 
10.	Payment. 

All License Fees and Support Fees are payable in advance in the manner set forth in the SOW and are non-refundable. Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.
11.	Term and Termination.
(a)	This Agreement and the license granted hereunder shall remain in effect for the term set forth on the SOW or until earlier/until terminated as set forth herein (the "Term"). If the SOW is silent on the Term, the Term will be month to month and Licensor reserves the right to terminate at any time by providing Licensee with 30 days prior written notice. 
(b)	Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Software and Documentation. 
(c)	Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 60 days after Licensor provides written notice thereof.
(d)	Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
(e)	Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Software and Documentation. No expiration or termination shall affect Licensee's obligation to pay all Licensee Fees and Support Fees that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case except as set forth in Section 0.
12.	Limited Warranty. 
 
Licensor warrants that, for a period of 30 days from the original delivery date
(a)	substantially conform to the specifications set forth in the Documentation.
(b)	provided based on testing of the Software in a laboratory setting, and actual performance may be affected by network connections, software and hardware configuration and hardware specifications. This limited warranty does not apply to third-party open source software.
(c)	Exclusive Remedy. Licensor’s entire liability and Customer’s exclusive remedy in case of a breach of the foregoing limited warranty shall be correction of the error or, at Licensor’s sole option, replacement of the Software.
(d)	Exclusion of Warranty. This limited warranty is void if the defect has resulted from accident, abuse, negligence, misapplication, or where the Software has not been properly installed or used in accordance with the Documentation.
(e)	 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN Section 12(d), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
13.	Indemnification. Licensee, at its expense, will defend against any and all third party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party arising out of any use of the Software and related services by Licensee or its Authorized User(s) that is inconsistent with this Agreement.
14.	Limitation of Liability. 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(a)	IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b)	IN NO EVENT WILL LICENSOR'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS' AND SERVICE PROVIDERS', COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENTOR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE THAT IS THE SUBJECT OF THE CLAIM. 
(c)	THE LIMITATIONS SET FORTH IN Section 13(a) AND Section 13(b) SHALL APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
15.	Export Regulation. 

The Software and Documentation may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Licensee shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software or Documentation available outside the US.
16.	US Government Rights. 

The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. 
17.	Miscellaneous.
(a)	This Agreement is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
(b)	Licensor provides the Services to Licensee on a non-exclusive basis and Licensee acknowledges that nothing in this Agreement shall be construed to expressly or impliedly restrict Licensor’s ability to provide the services to any third parties including, but not limited to, third parties that compete with the products and services offered by Licensee.
(c)	Licensor will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Licensee equipment, loss and destruction of property or any other circumstances or causes beyond Licensor's reasonable control.
(d)	All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the SOW (or to such other address as may be designated by a party from time to time in accordance with this Section 16(c)).
(e)	This Agreement, together with the SOW, all schedules and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. 
(f)	Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Licensor's prior written consent, which consent Licensor may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Licensor's prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 16(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee's consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(g)	This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
(h)	This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
(i)	If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(j)	For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections and Exhibits refer to the Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The SOW and all Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
(k)	The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
EXHIBIT A
AUTHORIZED USER TERMS OF USE
These Software Terms of Use ("Terms of Use") govern your use of the PDX Deploy software (the "Software"), including all user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic or other form, that describe the Software or its use or specifications (the "Documentation") provided to you ("you" or "your") for use pursuant to and subject to a software license agreement (the "Software License Agreement") between Predictronics Corporation ("Licensor") and your employer or other person or entity who owns or otherwise lawfully controls the computer on which the Software is installed ("Licensee").
 
BY CHECKING THE "ACCEPT" BOX ON THE CREATE ACCOUNT PAGE YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CHECK THE "ACCEPT" BOX ON THE CREATE ACCOUNT PAGE AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.
 
1.	License Grant. Subject to your strict compliance with these Terms of Use, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with the Documentation, as installed on the equipment provided by Licensee and for Licensee's internal business purposes. The foregoing licensee will terminate immediately on the earlier to occur of:

(a)	the expiration or earlier termination of the Software License Agreement between Licensor and Licensee; or
 
(b)	your ceasing to be authorized by Licensee to use the Software for any or no reason.

2.	Use Restrictions. You shall not, directly or indirectly:

(a)	use the Software or Documentation except as set forth in Section 1;

(b)	copy the Software or Documentation, in whole or in part;

(c)	modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;

(d)	combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

(e)	reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; 

(f)	remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;

(g)	rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;

(h)	use the Software or Documentation in, or in association with, the design, construction, maintenance or operation of any hazardous environments or systems, including:

(i)	safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and

(ii)	military or aerospace applications, weapons systems or environments;

(iii)	use the Software or Documentation in violation of any law, regulation or rule; or

(iv)	use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor's commercial disadvantage.

3.	Compliance Measures.

(a)	The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software:

(b)	beyond the scope of the license granted to pursuant to Section 1; or 

(c)	prohibited under Section 2.
 
You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

4.	Collection and Use of Information

(a)	Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, by means of [(i)] providing maintenance and support services and (ii) security measures included in the Software as described in Section 3.

(b)	You agree that the Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; and verifying compliance with the terms of this Agreement and enforcing Licensor's rights, including all intellectual property rights in and to the Software. 

5.	Intellectual Property Rights. 

You acknowledge that the Software is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the license granted under this Agreement, subject to all terms, conditions and restrictions. Licensor and its licensors and service providers reserves and shall retain their entire right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the license expressly granted to the Licensee in this Agreement. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
 
6.	Disclaimer of Liability. 

IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
 
7.	Export Regulation. 

The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the US.
 
8.	Governing Law. 

These Terms of Use are governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Ohio. 


 
EXHIBIT B
 MAINTENANCE & SUPPORT

This section shall apply to the extent that Customer has paid for Support Services for the current term.

1.	Definitions

“Coverage Period” means 9:00am to 5:00pm PST, Monday through Friday, and excluding US national holidays for customers in the Western Hemisphere; 9:00am to 5:00pm CEST, Monday through Friday, and excluding Irish and Spanish national holidays for customers in the Eastern Hemisphere.

“Maintenance Patch” means a release of or for a Supported Product that includes the most recent Resolutions.

“Resolution” means either a software modification or addition that, when made or added to the Supported Product, corrects a Supported Incident; or a work-around, procedure or routine that, when observed in the regular installation or operation of the Software, eliminates the practical adverse effect of such Supported Incident on Customer; or replacement of the Supported Product. (Resolutions may include patches and bug fixes).

“Supported Incidents” means a material defect in materials and workmanship of the Supported Products, or failure of the Supported Product to conform to the specifications set forth in the documentation (“Documentation”) relating to that version of the Supported Product, resulting in the inability to use, or restriction in the use of, the Supported Product.

“Supported Products” means the current version of the Software and any prior version for which Licensor provides support.

2.	Service Description and Scope
Scope of Support Services. The scope of Support Services includes the following two services: 

(a)	Technical Phone Support. Customer may use universal toll-free phone support to receive help with regard to installation, configuration and administration of the Software and/or hardware. The telephone support is provided 5 days a week, 8 hours a day.

(b)	Customer Support Portal. An online platform for Customer to submit and track support tickets and access the Licensor’s support knowledge database.

Support Services do not include development, consulting or technical training. Any additional tasks derived from the ticket beyond knowledge transmission, and not specified hereunder, such as development, documentation, specific testing or remote access will be charged on an hourly basis unless otherwise agreed in writing by the parties. The Support Services and Maintenance Services are collectively referred to as the “Services.”

(c)	Service Modification. Modifications to the scope of the Support Services may be made from time to time by Licensor and will be notified to Customer in writing.

5.	Response Criteria

Licensor’s initial response may result in resolution of the request or form the basis for determining what additional actions may be required to achieve Resolution. For Service requests received outside of the Coverage Period, Licensor will use commercially reasonable efforts to respond within the timeframe designated below based on the Severity level as determined by Licensor, except that Licensor is not responsible for delays in response delivery caused by systems and network problems.

6.	Maintenance Patches And Upgrades/Updates

In addition to Resolutions, during the term of this Exhibit, Licensor shall make Maintenance Patches and Upgrades/Updates available if and when made generally available by Licensor. If a question arises as to whether a product offering is an Upgrade/Update or a new product or separate component, Licensor’s determination will prevail, provided that Licensor treats the product offering as a new product or feature for its end user customers generally.

7.	Customer Responsibilities

Customer agrees to:

•	Pay the applicable Services fees and any communications charges associated with accessing the Services (unless Licensor specifies otherwise).

•	Ensure that any access codes Licensor provides are used only by Customer’s authorized personnel.

•	Designate a Licensor certified representative (a “Primary Technical Contact”) to be the focal point to which Licensor may direct general technical information pertaining to Customer’s Supported Products. Customer’s Primary Technical Contact must have sufficient technical knowledge of Customer’s Supported Product environment to enable effective communication with the Licensor support center.

•	Provide Licensor with all relevant and available diagnostic information (including product or system information) pertaining to software problems for which Customer requests assistance.

•	Provide Licensor with appropriate access to Customer’s system if necessary to assist in isolating the software problem cause. Customer will remain responsible for adequately protecting the system and all data contained therein whenever it is accessed by Licensor with Customer’s permission.

•	Use the information obtained under these Services only for the support of the information processing requirements within Customer’s enterprise.

•	Ensure that Services are used only in relation to duly licensed Supported Products.

•	Make reasonable efforts to correct any issue and deploy corrections after consulting with Licensor.

•	Promptly install all Maintenance Patches and Resolutions.

•	Inform Licensor promptly of any changes in hardware location.

9.	Charges and Payment

(a)	Charges (“Support Fees”) for Support Services during the Coverage Period, are invoiced in advance, or in the case of a renewal term, no later than the date of commencement of the applicable Coverage Period.

(b)	Support Services expire on termination of the End-User License Agreement or otherwise in accordance with the corresponding order form.

9.	Support Service Levels

Licensor will provide Support Services to Customer pursuant to following procedures:

(a)	Support will be provided via email at customerservice@predictronics.com

(b)	for the Software is available during normal business hours (9:00 AM to 5:00 PM EST) and responses will be provided within 24-48 hours of Predictronics receiving the support inquiry. 










SCHEDULE B
[MAINTENANCE AND SUPPORT]

[EXHIBIT 1]
[FORM OF SUBLICENSE]