INTIGUA LICENSE AGREEMENT PLEASE READ THIS INTIGUA LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT, INCLUDING ANY ORDER SCHEDULES, GOVERNS YOUR USE OF THE INTIGUA SOFTWARE (COLLECTIVELY, THE “SOFTWARE” OR THE “PRODUCTS”). THE AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN INTIGUA, INC. (“INTIGUA” OR THE “COMPANY”) AND YOU, THE LEGAL ENTITY (A COMPANY, A PARTNERSHIP, OR ANY OTHER LEGAL ENTITY) DESIRING TO ACCESS OR USE THE PRODUCTS AS WELL AS THE INDIVIDUAL USER USING THE PRODUCT, INSTALLING IT, OR LOGGING INTO IT, FOR OR ON BEHALF OF THAT ENTITY (COLLECTIVELY, “YOU,” “YOUR”, “LICENSEE” OR “CUSTOMER”) . IF YOU ELECTRONICALLY ACCEPT THIS AGREEMENT, EXECUTE AND DELIVER THIS AGREEMENT OR OTHERWISE USE OR DOWNLOAD THE PRODUCTS, YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, THEN PLEASE EXIT THE INSTALLATION PROCESS AND DO NOT INSTALL, ACCESS OR USE THE LICENSED SOFTWARE. Intigua may take any legal action against you to enforce this Agreement or to prevent the breach of this Agreement, as described more fully below. In addition to any other rights and remedies Intigua may have, Intigua may, without limitation, immediately terminate your use of the Products if the Company believes, in its sole discretion, that you are violating this Agreement or that you intend to do so. 1. Grant of License. INTIGUA hereby grants to LICENSEE a limited, revocable, non-assignable, non-transferable and non- exclusive license to possess, use and execute the Software strictly for internal business purposes in such limited scope of licensed use, features and functionalities that is configured in the version of the Software you have lawfully obtained from Intigua, or otherwise to the extent such license for the Software is sparately specified in an Order Schedule duly signed by the parties (or any subsequent Order Schedule) to which this Agreement is incorporated by reference (the “Licensed Scope”). LICENSEE may transfer the Software from one computer instance to another, provided that the Software is deleted from the original computer instance and provided that LICENSEE’s use of the Software at no time exceeds the Licensed Scope. 2. Term. LICENSEE has obtained the right to use and access the Software for the specific timeframe pre-defined in the version of the Software you have lawfully obtained from Intigua or otherwise set forth in the Order Schedule, commencing on the effective date of the Order Schedule, or, in the absence of an Order Schedule, commencing on the date that the Customer initially installs the Software (the “Licensed Term”).Upon expiration or termination of the Licensed Term, LICENSEE’s license and associated rights, such as technical support, will expire automatically. 3. Services. INTIGUA will make available services such as implementation, training and technical support and maintenance services (the “Services”), if and as specified in the Order Schedule. Any updates, modifications or corrections delivered to Customer as part of the Services shall be considered licensed Software covered by the terms of this Agreement. 4. Software Use Restrictions. The Software, and all intellectual property rights related thereto, whether or not registered or registerable, including, but not limited to, rights of copyright, patent and trade secret in any jurisdiction, are and shall remain the sole property of INTIGUA, and nothing in this Agreement shall be construed as transferring any aspects of such rights to LICENSEE or any third party. Duly as required to effect LICENSEE’s license rights hereunder, LICENSEE may duplicate the Software subject to the Licensed Scope, and LICENSEE may otherwise make full or partial copies of the Software only as necessary for backup or archival purposes. LICENSEE shall not sublicense, distribute, hypothecate, lease, loan or otherwise convey the Software or any portion thereof to anyone and LICENSEE shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. LICENSEE shall not decompile, disassemble or otherwise reverse engineer any portion of the Software, and shall not modify the Software, incorporate the Software in whole or in part in any other product or create derivative works based on all or part of the Software. LICENSEE shall not use the Software in connection with a service bureau, time sharing or fee-for service arrangement with third parties. If LICENSEE dispose of any media embodying Software, LICENSEE will ensure that LICENSEE has completely erased or otherwise destroyed any Software stored on such media. INTIGUA will retain all title to and ownership of the Products, all related concepts, technical know-how, and all modifications, customizations, revisions, bug fixes, enhancements, improvements and derivative works (collectively, the “Derivative Works”) thereof developed by INTIGUA or anyone else, including LICENSEE, including all intellectual property rights and, except for the expressed limited license granted hereunder, LICENSEE shall have no rights in or claims with respect thereto. To the extent it shall be determined that LICENSEE has any right in connection with the Products other than the limited specific license hereunder, LICENSEE hereby irrevocably: (i) assigns to INTIGUA, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, that LICENSEE may have in or to the Products and/or related intellectual property rights; and (ii) agrees to take any lawful action, which INTIGUA reasonably requests to vest or protect INTIGUA’s right, title and interest in the Products and any Derivative Works (at LICENSEE’s sole cost). The Software may use or include third party software programs (“Third Party Components”), including those detailed either in a “NOTICES” file (or similar file) installed in the Software’s installation directory, or in such documentation separately conveyed to LICENSEE. To the extent so stipulated by the license that governs the use of a Third Party Component ("Third Party EULA"), such Third Party Component is subject to its own Third Party EULA, not this Agreement. If, and to the extent, a Third Party EULA requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, certain provisions, prohibitions or restrictions, then such disclaimers, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required (and you shall thereby be deemed to have reviewed and agreed to said terms and their according imposition and incorporation), and shall (solely if necessary) supersede any conflicting provision of this Agreement, solely with respect to the corresponding Third Party Component which is governed by such Third Party EULA. If, and to the extent, a Third Party EULA requires that the source code of the Third Party Component it governs, be made available to you, and such source code was not delivered to you with the Product, the Company hereby extends to you a written offer, valid for the period specified in such Third Party EULA, to obtain a copy of the source code of the Third Party Component, from the Company, To take up this offer, or to request information on Third Party Components, contact the Company through one of the channels indicated on Intigua’s website (http://www.intigua.com/company/contact-us/). If you do not so choose to take up such offer, you shall be deemed to have received all such information as well as a copy of said source code, as required. 5. Confidentiality. Any proprietary information, including the Software, which is identified as confidential and which is provided by one party to the other shall be considered “Confidential Information” under this Agreement. Each party shall take such reasonable measures to protect Confidential Information of the other party as it takes to protect its own similar proprietary and confidential information. Specifically, neither party shall disclose Confidential Information to anyone other than employees and contractors who need access to such information or materials in order to exercise the rights or fulfill the obligations herein and who are bound by obligations of confidentiality with respect to thereto. This restriction shall not apply to any Confidential Information which is already known by the receiving party, is or becomes publicly available through no fault of the receiving party, or is required to be disclosed by government or judicial order. The terms of this Agreement shall be considered Confidential Information, and shall not be disclosed by either party without the prior written consent of the other. All Confidential Information provided to a party under this Agreement shall be returned to the disclosing party or destroyed promptly upon termination of this Agreement. 6. Ownership of Software. LICENSEE agree and acknowledge that (i) INTIGUA transfers no ownership interest in the Software, in the intellectual property in any Software or in any Software copy, to LICENSEE under this Agreement or otherwise, (ii) that INTIGUA reserves all rights not expressly granted to LICENSEE hereunder, (iii) INTIGUA owns the Software (including, but not by way of limitation, any images, algorithms, applets, photographs, animations, video, audio, music and text incorporated in the Software), and (iv) the Software is protected by all applicable law, including United States Copyright Law and international treaties relating to protection of copyright. 7. Transfer and Assignment Restrictions. LICENSEE may not transfer or assign this Agreement or any of LICENSEE’s rights or obligations under this Agreement, in whole or in part, without the prior written consent of INTIGUA. 8. Export Restrictions. LICENSEE may not export or reexport any Software except in full compliance with all United States laws and regulations, executive orders and the like, including in particular the Export Administration Regulations of the U.S. Department of Commerce. Without limitation of the foregoing, no Software may be exported or reexported into (or to a national or resident of) any country to which the U.S. embargoes goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Denied Persons List. 9. Termination. Either party may terminate this Agreement (i) with sixty (60) days written notice to the other party, notwithstanding the foregoing, INTIGUA shall issue no refunds if CUSTOMER terminates this Agreement pursuant to this provision; or (ii) if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after the non- breaching party delivers written notice of such breach. If LICENSEE has failed to pay any fees owed as specified herein, INTIGUA may terminate this Agreement if LICENSEE does not pay all fees owed within fifteen (15) days after receiving written notice of such nonpayment. On any expiration or termination of this Agreement, (i) LICENSEE’s license and right to use the Software shall terminate immediately and (ii) LICENSEE shall promptly pay any fees for products or services delivered prior to the date of termination and (iii) within thirty (30) days after any such termination LICENSEE shall deliver to INTIGUA or render unusable and delete all Software originally provided to LICENSEE hereunder and any copies thereof embodied in any medium, and certify such return or deletion to INTIGUA in writing. 10. U.S. Government Users. Pursuant to the policy stated at 48 CFR 227.7202-1, U.S. Government users acknowledge that (i) the Software is commercial computer software, (ii) this Agreement embodies the licenses customarily used by INTIGUA for licenses in Software granted to the public, and (iii) the licenses set forth herein shall apply to all possession, use and duplication of the Software by the Government, except to the extent which such licenses are inconsistent with Federal procurement law. Contractor/manufacturer is Intigua, Inc. 11. Intellectual Property Infringement. INTIGUA will defend and/or settle, at its option, any third party claim made against LICENSEE alleging that LICENSEE’s use of the Software in accordance with this Agreement infringes the registered U.S. patent or copyright of a third party, providing that LICENSEE provide INTIGUA with immediate notice and sole control of the defense and settlement of the claim. INTIGUA shall pay any damages awarded after a final judgment, settlement amounts and reasonable attorneys’ fees incurred by LICENSEE in connection with such claim. In addition to the obligations set forth above, in the event of any intellectual property infringement claim involving the Software, INTIGUA reserves the right to (i) modify the Software to render it non-infringing; (ii) replace the Software with equivalent non-infringing software; or (iii) in the event that neither of the preceding alternatives are commercially viable, to terminate this Agreement and refund a pro-rata portion for amounts actually paid for Software services not rendered and owing to said termination of the Agreement. THE REMEDIES SET FORTH IN THIS SECTION 11 ARE INTIGUA’S SOLE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDIES IN CONNECTION WITH ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM MADE IN CONNECTION WITH THE SOFTWARE. 12. Software Warranty and Disclaimer. INTIGUA warrants that for a period of ninety (90) days following delivery, the Software will function substantially in accordance with the user documentation provided to LICENSEE by INTIGUA. INTIGUA’s sole responsibility and LICENSEE’s sole remedy for any failure of the Software to conform to this warranty, shall be the repair or replacement of any nonconforming Software; provided that In the event that INTIGUA is unable to repair or replace any non conforming Software within a reasonable time after receipt of written notice of such non conformance during the warranty period, LICENSEE may terminate its License and return the defective Software, and INTIGUA will provide Licensee with a refund of the License Fees paid for the Software in question. INTIGUA shall have no obligation under the foregoing warranty if: (a) the Software is modified, altered or damaged by any party other than INTIGUA; (b) the Software is combined with other products, processes or materials not provided by INTIGUA to the extent the non-conformance relates to such combination; or (c) the non-conformance is a result of LICENSEE’s negligence, abuse or misapplication of the Software, material misuse of the Software in a manner other than as specified in this Agreement, use of a version of the Software other than the most current version, provided that the most current version of the Software would have fixed the non-conformance, or other causes not inherent in the Software. EXCEPT FOR THE FOREGOING WARRANTY, INTIGUA PROVIDES THE SOFTWARE TO LICENSEE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. 13. Limitation Of Liability. IN NO EVENT SHALL INTIGUA BE LIABLE TO LICENSEE FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION THE COST OF COVER, DAMAGES ARISING FROM LOSS OF DATA, USE, PROFITS OR GOODWILL), WHETHER OR NOT INTIGUA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. INTIGUA'S LIABILITY ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT AND/OR LICENSEE’S USE OR POSSESSION OF THE SOFTWARE OR ANY MANNER RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS COMBINED, WILL NOT EXCEED SEVENTY-FIVE PERCENT (75%) OF THE AMOUNT OF THE LICENSE FEE, IF ANY, ACTUALLY PAID FOR THE SOFTWARE PROVIDED UNDER THIS AGREEMENT. 14. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. 15. Disputes. Except for actions for nonpayment or breach of INTIGUA’s proprietary rights in the Software, a delay or failure by either party to exercise any right or bring any action, within one (1) year of the event giving rise to such right or such cause of action, shall waive any and all rights relating to that action. The parties agree that the federal or state courts of Massachusetts shall have sole and exclusive jurisdiction out of any legal action arising out of or relating to this Agreement. 16. Additional Terms. This Agreement including any Order Schedule constitutes the entire agreement between you and Intigua relating to your use of the Products or the subject matter of this Agreement. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, discussions and all past course of dealing between LICENSEE and INTIGUA relating to the Software or the terms of its license to LICENSEE. This Agreement may be modified or amended only by a written instrument executed by the authorized representatives of both of the parties, and not by the terms of LICENSEE’s purchase order or other communication, and any provision of a purchase order purporting to supplement or vary the provisions hereof shall be void. In the event any term of this Agreement is held by a court of competent jurisdiction not to be enforceable, the remaining terms shall survive and be enforced to the maximum extent permissible by law. No waiver of any right or obligation contained herein shall be given except in writing signed by the party against whom the waiver is sought to be enforced.If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they shall be severed from this Agreement and the remaining provisions of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The parties further agree to replace any such invalid or unenforceable provisions with valid and enforceable provisions designed to achieve, to the extent possible, the business purposes and intent of such invalid or unenforceable provisions. Sections 4-16 shall survive any termination or expiration of this Agreement.