tThis Agreement and any order form proffered by Astadia and accepted by End User that identifies the Software to be licensed to End User, any support purchases, the purchase price, and location for delivery (each an “Order Form”) constitute the entire contract between End User and Astadia, and supersedes all prior agreements and understandings between End User and Astadia relating to the subject matter hereof.  In the event of a conflict, terms of this Agreement shall take precedence over the terms of any Order Form, except with respect to purchase price, invoicing and payment due date following invoicing.  Any proposal, quote, attempted acknowledgement of an order or similar containing terms inconsistent with, or in addition to, this Agreement shall not be binding, and is expressly rejected.
1.	Purpose and Applicability of this Agreement
This Agreement sets out the terms and conditions under which the Astadia Software is licensed to the End User, and the conditions under which the End User can benefit from the use of Astadia Software for one specific Project only.
This Agreement applies to any use of the Software.
2.	End User License Grant and Project Period
2.1	Allowed Use.  Subject to the terms and conditions of this Agreement and to any applicable restrictions and/or payment of all applicable fees set forth in the Order Form, during the Term this Agreement, Astadia grants the End User a limited, nontransferable, nonsublicenseable and nonexclusive right to use, in accordance with the Documentation and solely for End User’s Project, the Software (which right to “use” includes the right to reproduce and display the Software, solely to the extent required to install and run object code current release version of the Astadia Software on computers as permitted by this Agreement and subject in all cases to the restrictions set forth in the Order Form).  End User’s ability to activate or continue using the Software may be subject to a license key that Astadia provides.  “Software” means Astadia’s proprietary software Documentation that is delivered by Astadia to End User via a hosting platform, or for use on End User computers, including any upgrades, updates and new versions thereof delivered by Astadia to End User in each case as described in, and subject to the terms of the Order Form.
2.2	Project. Subject to the permissions and limitations set forth in this Agreement and to payment of all applicable fees, this Agreement grants the End User the right to install and run an object code current release version of the Software and to use the Software for one (1) Project only, in which End User may use the Software solely for a specific Project in accordance with the Order Form. End User shall be responsible for all acts or omissions or any third party Customer with respect to the Software and with Respect to the subject matter of this Agreement, in each case as if the applicable Customer were an agent of End User; End User is responsible for ensuring that the applicable Customer strictly adheres to all terms and conditions within this Agreement. Any other use of the Software is prohibited.  
o be completed
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2.3	No Results. End User may not at any time use the Software for any other purpose than for (1) one Project, in accordance with this Agreement and Order Form.  The Software may never be used to produce, or help produce, any results that will be used by End User, a third party Customer, or any other third party.
2.4	Deletion. End User will, at the end of the Project or upon first request by Astadia, delete the Software and the Documentation, and keep no copies in digital, paper format, neither on back-up systems.  End User will confirm the deletion to Astadia in writing, within 8 days following the end of the Project or the request by Astadia.
3.	Prohibited Use; Obligations.
3.1	General Restrictions.  End User may use the Software only in compliance with all applicable laws.  Except as expressly permitted by the Order Form, copying of the Software is expressly forbidden.  Except as expressly provided otherwise herein, End User may not, and shall not allow or assist any other person or entity to (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, user interface techniques or algorithms, file formats or programming or interoperability interfaces of the Software or any portion thereof by any means whatsoever, (ii) sublicense, assign, transfer, distribute, rent or sell use of or access to the Software, whether as a service bureau or otherwise, including connection of the Software to the Internet (other than as enabled by Astadia) or any other manner of making the software available to any third party for its use (whether paid or unpaid), (iii) remove, alter or obscure any product identification, copyright or other notices, (iv) except as specified in the Documentation, modify the Software or incorporate the Software into or with other software or hardware, (v) knowingly take any action that would cause any element of the Software or Astadia’s products to be placed in the public domain, (vi) copy, in whole or in part, the Software or any component thereof other than for limited back-up purposes if applicable and provided that all original proprietary marks and legends are reproduced in the copy, (vii) develop or have developed any product or service using or based on any component of the Software.  End User agrees and acknowledges that End User has been provided sufficient information such that End User does not need to reverse engineer any part of the Software in any way to permit other products or information to interoperate with the Software.  In jurisdictions where prohibitions on the foregoing activities are not permitted for the Software, End User shall provide Astadia with at least thirty (30) days’ notice of intent to exercise such rights, and End User may only exercise such rights as authorized by applicable law despite contractual language to the contrary and only upon the portions of the Software for which such activities are necessary.
3.2	Requirements.  In order to access and use the Software, End Users shall use systems and technologies that meet the minimum standards designated in the Documentation.  End User is responsible for procuring and maintaining all equipment, software and services necessary to access and use the Software and shall be responsible for paying all charges related thereto.
3.3	Security.  As a condition of End User’s right to use the Software, End User shall establish security systems which, at a minimum, shall include mechanisms to (i) detect and terminate the unauthorized use of or access to the Software, (ii) safeguard the integrity and validity of all login credentials for the Software, and (iii) prevent unauthorized access to and protect all electronically stored, processed or transmitted information related to the Software.  End User shall promptly inform Astadia of any unauthorized use of the Software or breach of this Agreement and inform Astadia of the steps being taken to terminate such unauthorized use or breach.
4.	Audit.
During the Term and for one (1) year thereafter, Astadia may (at Astadia’s own expense, upon reasonable notice, and no more frequently than once per calendar year unless prior breach has been uncovered) conduct or have a third party auditor conduct an inspection of End User’s books, records, and facilities to investigate End User’s compliance (including any other persons or entities that are permitted to use or access the Software) with this Agreement.  End User will, and shall cause any others, to cooperate in good faith with such audit activities, which cooperation shall include maintaining all pertinent books and records during the Term and for one (1) year thereafter.  If an audit uncovers a breach of this Agreement, End User will pay Astadia the costs of such audit within ten (10) days of receipt of notice of the results of such audit and the costs therefor.
5.	Intellectual Property Rights.
Astadia owns and shall retain ownership of all right, title and interest in and to the Astadia Software and all other Astadia IP, and all Astadia IP shall be treated as Astadia’s Confidential Information under this Agreement.  If End User develops any modification, improvement or derivative work of any Astadia IP (each, an “Improvement”), such Improvement shall be owned by Astadia.  End User acknowledges and agrees that all Improvements created, conceived, developed or reduced to practice by End User in connection with this Agreement which are copyrightable shall be subject to the following assignment.  End User hereby irrevocably assigns and shall cause its affiliates and its and their employees and contractors to assign, to Astadia in perpetuity all worldwide right, nonexclusive, royalty-free, in and to all such Improvements and all intellectual property rights therein.  End User shall execute all assignments and other documents and take all actions reasonably requested by Astadia to confirm, perfect, record, register, protect or enforce any of Astadia’s rights in the Improvements.

6.	Delivery and Acceptance.
The Astadia Software is delivered through a hosted platform, on-line download or on-site installment.  End User accepts the Astadia Software on the earlier of accessing the hosted platform, completing a download, or installing the Astadia Software.
7.	Payments.
End User agrees to timely make the payments as calculated in accordance with the Order Form.  Astadia will invoice End User for all fees incurred and due under any Order Form.  All invoiced amounts will be due and payable thirty (30) days after the date of the invoice, to the extent End User disputes any amount invoiced, such dispute must be raised within thirty (30) days of the invoice date or else end user waives the right to raise such dispute at any point.  Overdue amounts will be subject to a late payment charge at the lesser of one and one half percent (1.5%) per month or the highest rate permissible under applicable law for the actual number of days elapsed.  All billing and payment obligations will be set forth in the applicable Order Form.  All payments hereunder are exclusive of all taxes, and End User agrees to pay any taxes, whether foreign, federal, state, local, or municipal that may be imposed upon or with respect to the services performed or technology provided hereunder, exclusive of taxes on our net income.  Subject to the Order Form, Astadia may adjust the fees applicable to End User’s use of the Software under this Agreement on an annual basis by providing thirty (30) days’ advance written notice to End User.
8.	Term and Termination.
Unless earlier terminated as set forth below, the initial term of this Agreement will begin on the date that End User accepts this Agreement and shall renew and or expire as set forth on the Order Form (unless earlier terminated as provided in this Section) (the “Term”).  If either party defaults in the performance of or compliance with any of its obligations under this Agreement and such default has not been remedied or cured within thirty (30) days after written notice of such default, the non-defaulting party may immediately terminate this Agreement in addition to its other rights and remedies under law.  If End User use the Software in a way that violates the license granted to End User hereunder, this Agreement shall automatically terminate.  Upon expiration or termination of this Agreement for any reason, End User shall immediately pay all amounts due to Astadia and cease all use of the Software and return or destroy all copies, extracts, analyses, derivatives and reflections of the Software, and, upon Astadia’s request, provide a written notice signed by an executive officer authorized to bind End User that certifies that End User have fully complied with this clause.  Remedies for breach, rights to accrued payments and Sections 5.1 (Ownership), 8 (Term and Termination), 11 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnification), and 14 (General Provisions) will survive any termination or expiration of this Agreement.
9.	Maintenance and Support
9.1	General.  Astadia offers maintenance and support services to its End Users, as part of this Agreement.  Astadia will attempt to troubleshoot all fixable software errors reported by an End User designated contact person, during working days, which are reported through the support line, or by e-mail in accordance with the Service Levels, as stipulated in the Appendix to this Agreement.  Astadia will use commercially reasonable efforts to correct all software errors according to certain Service Levels, as stipulated in the Appendix to this Agreement.
10.	Warranties and Disclaimer
10.1	General.  Astadia warrants that it has all necessary rights to enter into this Agreement and to grant the license to the Software.  End User warrants that it has all necessary rights to enter into this Agreement and to be bound by all terms of this Agreement.
10.2	Software Warranty.  Astadia warrants that, for a period of ninety (90) days following delivery of the Astadia Software (“Warranty Period”), the release version delivered will materially perform the main functions described in the Documentation (“Limited Warranty”).  End User’s exclusive remedy and Astadia’s entire obligation and liability for any breach of the Limited Warranty is to use commercially reasonable efforts to repair or replace the Software or refund to End User the price End User paid for the Software if a repair or replacement of the Software would in Astadia’s opinion be unreasonable.  The Limited Warranty will not apply if:  (i) the Software is not used in accordance with this Agreement or the Documentation; or (ii) a malfunction in the Software has been caused by any equipment or software not supplied by Astadia.
10.3	DISCLAIMER.  EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 10, THE SOFTWARE AND ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND.  ASTADIA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING ALL SOFTWARE AND RELATED SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION.  ASTADIA DOES NOT REPRESENT OR WARRANT THAT SOFTWARE WILL BE PROVIDED ERROR FREE, VIRUS FREE, WITHOUT INTERRUPTION, OR WILL WORK ON ALL DEVICES OR WITH ALL COMMUNICATION PROTOCOLS.  END USER ACKNOWLEDGES THAT ASTADIA HAS NO CONTROL OVER THE SPECIFIC CONDITIONS UNDER WHICH END USER USES THE SOFTWARE.  ACCORDINGLY, ASTADIA CANNOT AND DOES NOT WARRANT ANY PARTICULAR RESULTS THAT MAY BE OBTAINED BY THE USE OF THE SOFTWARE.  THE SOFTWARE AND SUPPORT DO NOT REPLACE END USER’S OBLIGATION TO EXERCISE END USER’S INDEPENDENT JUDGMENT IN USING THE SOFTWARE.  END USER IS SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE, AND FOR ANY RELIANCE THEREON.
11.	Confidentiality
During the course of this Agreement, each party may have access to confidential, proprietary or trade secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and concepts, whether disclosed orally or in writing or stored within the Software, or by any other media (“Confidential Information”).  Without limiting the foregoing, the Software (and its underlying code, processes and algorithms, and all license keys) are Astadia’s Confidential Information.  Each party as a receiving party (the “Receiving Party”) acknowledges that the Confidential Information of the other party (the “Disclosing Party”) contains valuable trade secrets and other proprietary information of the Disclosing Party and that any such Confidential Information will remain the sole and exclusive property of the Disclosing Party.  Each party will use the Confidential Information provided hereunder only for purposes directly related to the purpose for which it was provided and will further restrict disclosure of Confidential Information solely to its employees and subcontractors with a need to know, and not disclose such Confidential Information to any other parties, and will otherwise protect the Confidential Information with no less restrictive measures than it uses to protect its own confidential and proprietary information.  Information will not be deemed “Confidential Information” if such information:  (i) was generally accessible to the public at the time it was communicated to the Receiving Party, (ii) is rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was communicated to the Receiving Party, (iii) was in the Receiving Party’s possession free of any obligation of confidence at the time it was communicated to the Receiving Party, or (iv) was developed by the Receiving Party entirely independently of any Confidential Information of the Disclosing Party.  Notwithstanding the above, the Receiving Party will not be in violation of this Section 11 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such disclosure where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information, and cooperates with the Disclosing Party (to the extent permitted by law) with respect to the foregoing.

12.	Limitation of Liability
EXCEPT IN THE CASE OF LIABILITY UNDER SECTION 13 (INDEMNIFICATION) OR END USER’S BREACH OF SECTIONS 3.1 (GENERAL RESTRICTIONS) OR 11 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE AND RELATED SERVICES RENDERED HEREUNDER (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  ASTADIA’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE AND RELATED SERVICES RENDERED HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED ANY AMOUNTS ACTUALLY PAID BY END USER TO ASTADIA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE CAUSE OF ACTION AROSE.  THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND EACH PARTY ACKNOWLEDGES AND AGREES THAT, BUT FOR SUCH LIMITATIONS AND DISCLAIMERS, THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ON THE TERMS SET FORTH HEREIN.
13.	Indemnification.
13.1	By Astadia.  Astadia will defend End User against any claims, actions, suits and proceedings brought against End User by unaffiliated third parties alleging that the Software (other than any third party or open source components or elements) infringes upon such third party’s patents or registered copyrights, and Astadia will pay all damages that a court finally awards to such third party, and all associated settlement amounts agreed to by Astadia in writing.  This obligation does not apply with respect to the Software or portions or components thereof (i) that Astadia did not supply, (ii) that are combined with other products, data, processes or materials where the infringement or misappropriation relates to such combination, unless Astadia expressly authorized such combination in writing, (iii) to the extent that End User continues alleged infringing activity after being provided modifications that would have avoided the alleged infringement, or (iv) where End User’s use of the Software is not strictly in accordance with this Agreement.  If Astadia believes that the Software is, or is likely to be, the subject of an infringement claim, Astadia may, at its option, (a) procure for End User rights to continue using the Software under this Agreement, (b) replace or modify the Software so that it becomes non-infringing but substantially equivalent in functionality and performance, or (c) terminate this Agreement and the rights granted herein and refund to End User the unamortized portion of the license fee actually paid by End User for the license to the Software (as amortized on a straight-line basis over five (5) years from the date of this Agreement).  The foregoing obligations are Astadia’s only obligations and liability in connection with infringement by the Software or any related technology or services hereunder.
13.2	By End User.  End User will indemnify and hold harmless Astadia and its affiliates, officers, directors, employees and agents, and Astadia’s and their respective heirs, successors and assigns from and against any and all liabilities, claims, damages, losses, costs and expenses (including reasonable attorney’s fees) arising out of or incurred as a result of:  (i) any breach by End User of this Agreement, (ii) any gross negligence or willful misconduct by End User; and (iii) End User’s use of the Software or any component thereof that results in a claim or third party claim.  This obligation does not apply to the extent the underlying claim is caused by Astadia’s gross negligence, our willful misconduct, or any claim for which Astadia have an obligation to indemnify End User.
13.3	Indemnification Procedures.  Each party seeking indemnification hereunder shall provide the other party with:  (i) prompt written notice of any claim for which indemnification is sought; (ii) complete control of the defense and settlement of such claim; and (iii) reasonable assistance and cooperation in such defense at the indemnifying party’s expense.  In any proceeding the indemnified party shall have the right to retain, at its expense, its own counsel.  Notwithstanding the foregoing, neither party may enter into a settlement of an indemnified claim without the other party’s written consent, which shall not be unreasonably withheld.
14.	General Provisions.
14.1	Relationship.  The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship.  Neither party intends this Agreement to benefit or create any right or cause of action in or on behalf of, any person or entity other than the parties.  This Agreement is not intended to create a third-party beneficiary of any kind.  End User must not represent to any third party that it has any right to bind Astadia in any manner and End User will not to make any representations or warranties on behalf of Astadia.
14.2	Modifications.  No modification to this Agreement is valid, unless agreed between parties in writing.
14.3	Notices.  Any notice, report, approval or consent required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by a nationally recognized overnight carrier or mailed by first-class, registered or certified U.S. mail, postage prepaid, as follows:  to Astadia, at Astadia, Inc., 75 State Street, Suite 100, Boston, MA 02109 Attn:  Robert Cruickshank, and to End User, at the address specified on the Order Form.  Each party may, upon notice to the other party, change the address and person for notices.  Notice shall be deemed effective on the date of receipt.
14.4	Force Majeure.  Neither party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than the payment of amounts owed) if such delay or failure arises by any reason beyond its reasonable control, including any act of God, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or failures of utilities or internet infrastructure not controlled by such party, or any act or failure to act by the other party, its employees, agents or contractors.
14.5	Governing Law/Venue.  This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Florida without reference to its choice of law rules and without reference to the United Nations Convention on Contracts for the International Sale of Goods.  The sole jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state and US federal courts having jurisdiction and located in Jacksonville, Florida.  Notwithstanding anything herein, either party may seek injunctive relief and the enforcement of judgments in any court of competent jurisdiction, no matter where located.  The prevailing party in any action to enforce or interpret this Agreement shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees.
14.6	Assignment.  The End User shall not assign this agreement, in whole or in part, without the prior written consent of Astadia, to be granted or withheld in Astadia’s sole discretion.  In the event of any assignment of this agreement without Astadia’s prior written consent, and without limiting Astadia’s remedies available under this agreement or at law or in equity, Astadia may terminate the agreement immediately.  For purposes of this paragraph, an “assignment” shall be deemed to include a change of control, merger, assignment by operation of law, succession, reorganization, sale of all or substantially all of the End User’s assets relating to this agreement, or any transaction in which the shareholders of the End User prior to the closing do not retain majority ownership or voting control of the End User after the closing of such transaction.
14.7	U.S. Government End Users.  As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all software and accompanying Documentation provided in connection with this Agreement are “commercial items,” “commercial computer software,” and or “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement.  End User will ensure that each copy used or possessed by or for the government is labeled to reflect the foregoing.
14.8	Export.  End Users agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.
14.9	Severability.  If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
14.10	No Waiver.  A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time.  A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and signed by the party agreeing to the waiver.
14.11	Injunction.  The parties agree that a material breach of this Agreement adversely affecting Astadia’s proprietary rights in the Software would cause irreparable injury to Astadia for which monetary damages would not be an adequate remedy and that Astadia shall (without needing to post any bond or other security) be entitled to temporary, preliminary and permanent equitable relief in addition to any remedies Astadia may have hereunder or at law.
14.12	No Third Party Beneficiaries.  This Agreement is not intended to, and does not, create a right or cause of action in any person or entity other than the parties and the indemnitees.
15.	Definitions
The following definitions apply:
“Agreement” means the Project License Agreement.
“Astadia IP” means the Astadia Software, all specifications, documentation, data and other materials and intellectual property that may be provided by Astadia under this Agreement; all modifications, improvements and derivative works of any of the foregoing that may be developed by either party or provided by Astadia under this Agreement; and all intellectual property rights in any of the foregoing.
“Customer” is a third party company with which End User has engaged in a commercial relationship and for which End User will execute a Project.
“Documentation” means the standard product documentation, including user and technical documentation, as released by Astadia together with the Astadia Software, and which describes the standard functionalities of the Astadia Software.
“End User” means the person or legal entity entering into this Agreement in order to obtain a License to use the Astadia Software.
“Intellectual Property Rights” or “IP” means patents, designs, models, drawings, copyrights, software rights, database rights, trade marks, services marks, know-how, web domain names, trade names (all whether registered or not, and including any applications thereto) and in general all rights of a same or similar nature, anywhere in the world including all extensions, reversions, revivals and renewals thereof.
“Maintenance and Support Services” means the product update and error correction services provided from time to time by Astadia in accordance with the Service Level Agreement and Order Form.
“Order Form” has the meaning set forth in the preamble.
 	“Software” has the meaning set forth in Section 2.1.
“Term” has the meaning set forth in Section 8.
“Project” means an engagement of the End User internally or with a [Customer], which is limited in time, and scope as set forth in the applicable Order Form for which the End User will use the Software solely for (1) one project.