SOFTWARE LICENSE AGREEMENT IMPORTANT - READ THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING THIS SOFTWARE PACKAGE. BY OPENING THIS SEALED SOFTWARE PACKAGE, YOU INDICATE YOUR ACCEPTANCE AND AGREEMENT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. ASCENDION'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY ASCENDION, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU SHOULD PROMPTLY RETURN THE UNOPENED SOFTWARE PACKAGE AND ACCOMPANYING DOCUMENTATION FOR A FULL REFUND OF YOUR LICENSE FEE PAID. THIS IS A LEGAL AGREEMENT BETWEEN YOU (YOUR COMPANY IF APPLICABLE) AND ASCENDION, INC. ("ASCENDION"). THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE CONTAINED IN THIS SOFTWARE PACKAGE BETWEEN YOU AND ASCENDION, AND SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. IN THE EVENT OF ANY CONFLICT BETWEEN THIS LICENSE AGREEMENT AND THE PURCHASE ORDER DOCUMENTATION RECEIVED BY YOU, THE TERMS OF THIS LICENSE AGREEMENT SHALL PREVAIL. 1. GRANT OF LICENSE. 1.1 Subject to the terms, restrictions and conditions of this Software License Agreement (“License Agreement”), Ascendion, Inc. hereby grants to you, and you accept, a limited, personal, nonexclusive, non-assignable, revocable, and nontransferable license, without right to sublicense, to install or have installed, use only for your internal use each copy of the software object code provided to you, including any patches, updates, enhancements or upgrades provided by Ascendion (collectively, with all copies, the "Software"), and the accompanying documentation (the "User Documentation"), only as authorized in this License Agreement. You agree that the Software may be installed and used solely for internal purposes, and only on as many computers, devices and in such configurations as expressly permitted by Ascendion, or on one computer device if no other entitlement is specified, and for such period specified in a term license, or perpetually if no term is specified. You agree that you will not sell, assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. You agree that you may not reverse engineer, reverse assemble, reverse compile, or otherwise translate the Software or create derivative works of the Software or Documentation. You also agree not to: (i) use the Software on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Software or "frame" or "mirror" the Software on any other server or wireless or Internet-based device; (ii) use the Software to create a competitive offering; or (iii) share or publish the results of any benchmarking of the Software without Ascendion’s prior written consent. 1.2 You may not modify or remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary notices or markings on or in the Software. The rights granted herein are limited to Ascendion's and its licensors' and suppliers’ intellectual property rights in the Software, and do not include any other third party’s intellectual property rights. You may make one archival copy of the Software and User Documentation, provided that you affix to such copy all copyright, confidentiality, and proprietary notices that appear on the original. You may make one copy of the User Documentation for backup purposes. Except as authorized under this paragraph, no copies of the Software or User Documentation or any portions thereof may be made by you or any person under your authority or control. 2. ASCENDION’S RIGHTS. THE SOFTWARE IS LICENSED, NOT SOLD. Ascendion, on behalf of itself and its licensors and suppliers, retains all rights not expressly granted herein. You acknowledge and agree that the Software and the User Documentation are proprietary products of Ascendion protected under U.S. copyright law. You further acknowledge and agree that all right, title, and interest in and to the Software and User Documentation, including associated intellectual property rights, are and shall remain with Ascendion. This License Agreement does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this License Agreement. You acknowledge that the Software and User Documentation contain trade secrets of Ascendion and, accordingly, you will not use (except as authorized herein) or disclose the Software or User Documentation without Ascendion’s prior written approval, and to use reasonable measures to protect it. 3. LICENSE FEES, PAYMENT, DELIVERY. The license fees paid by you are paid in consideration of the licenses granted under this License Agreement. Prices and fees are exclusive of all sales, use, and similar taxes and duties. All payments must be in United States dollars. Any tax or duties Ascendion may be required to collect or pay upon sale, use, licensing or delivery of the Software and User Documentation shall be paid by you to Ascendion upon invoice. This License Agreement, in and of itself, does not entitle you to any updates at any time in the future. 4. TERM. This License Agreement is effective upon your opening of this software package and shall continue until terminated. You may terminate this License Agreement at any time by returning the Software and User Documentation and all copies thereof and extracts therefrom to Ascendion. Ascendion may terminate this License Agreement upon the breach by you of any term hereof. Upon such termination by Ascendion, you agree to return to Ascendion the Software and all copies and portions thereof or certify that they have all been deleted. 5. LIMITED WARRANTY. Ascendion warrants, for your benefit alone, for a period of ninety (90) days from the date of commencement of this License Agreement (the "Warranty Period") that the Software shall operate substantially in accordance with the functional specifications in the User Documentation under normal use. If during the Warranty Period, a defect in the Software appears, your exclusive remedy shall be, at Ascendion’s option, either to (i) return the Software to Ascendion for a refund of license fees paid by you under this License Agreement or (ii) fixing any defects in the Software or User Documentation by Ascendion. You agree that the foregoing constitutes your sole and exclusive remedy for breach by Ascendion of any warranties made under this License Agreement. The foregoing warranty does not apply if the Software (a) has been altered, except by Ascendion, or (b) has not been installed, operated, repaired, or maintained in accordance with the instructions supplied by Ascendion. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE, AND THE ACCOMPANYING USER DOCUMENTATION ARE LICENSED “AS IS," AND ASCENDION DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ASCENDION DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Ascendion does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever. 6. LIMITATION OF LIABILITY. Ascendion’s cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this License Agreement shall not exceed the license fee paid to Ascendion for the use of the Software. In no event shall Ascendion be liable for any indirect, incidental, consequential, punitive, special, or exemplary damages or lost profits, lost value or lost data, or business interruption or downtime, even if Ascendion has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 7. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments regarding fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Ascendion and its suppliers specifically disclaim any express or implied warranty of fitness for High-Risk Activities. 8. U.S. GOVERNMENT RESTRICTED RIGHTS. If You are an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, User Documentation, or any technical specifications, or any related documentation of any kind, including technical data (collectively for purposes of this section referred to as "Documentation"), is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies. 9. MISCELLANEOUS. 9.1 This License Agreement shall be construed and governed in accordance with the laws of the State of New Jersey, and venue and jurisdiction for any disputes lie exclusively in Somerset County, New Jersey. The parties agree that the provisions of the Uniform Computer Information Transactions Act (“UCITA”), as it may have been or hereafter may be in effect in any jurisdiction, shall not apply to this License Agreement, and the parties waive any and all rights they may have under any laws(s) adopting UCITA in any form. 9.2 Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. 9..3 The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. 9.4 Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you are responsible to obtain licenses to export, re-export, or import Software.