INFORMATION BUILDERS, INC. ("IBI") IWAY BIG DATA INTEGRATOR CLICKWRAP LICENSE AGREEMENT IBI IS WILLING TO LICENSE THE IWAY BIG DATA INTEGRATOR SOFTWARE CHOSEN FOR DOWNLOAD AND/OR INSTALLATION AND THE ACCOMPANYING DOCUMENTATION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS CLICKWRAP SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). IMPORTANT NOTICE TO CUSTOMERS– YOU MUST READ ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN CAREFULLY BEFORE ACCEPTING THESE TERMS. YOU ACCEPT THE TERMS BY EITHER: (A) CLICKING ON THE BUTTON BELOW THAT ACKNOWLEDGES YOUR ACCEPTANCE/AGREEMENT, IF AVAILABLE; (B) REPLYING "YES" WHERE INDICATED, IF PROMPTED; OR (C) PROCEEDING OTHERWISE WITH THE INSTALLATION. BY PROCEEDING WITH THE INSTALLATION OR HAVING IT INSTALLED BY A THIRD PARTY ON YOUR BEHALF OR BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU ARE ACCEPTING AND AGREEING TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY PROCEEDING YOU ALSO ACKNOWLEDGE THAT YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS OF ANY APPLICABLE THIRD PARTY SOFTWARE AND LICENSES USED IN THE SOFTWARE. A LIST OF LICENSES IS AVAILABLE AT http://www.ibi.com/products/third_party_licenses/index.html. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST PROMPTLY TERMINATE THE INSTALLATION PROCEDURE BY CLICKING "NO" (OR "CANCEL") OR REPLYING "NO"(OR "CANCEL") TO EXIT. UPON SUCH TERMINATION, OR WHEN THE INSTALLATION WAS PREVIOUSLY COMPLETED BY A THIRD PARTY, YOU MUST PROMPTLY DELETE ANY SOFTWARE AND RELATED MATERIALS; AND(C) IMMEDIATELY NOTIFY INFORMATION BUILDERS, INC. ("IBI") VIA EMAIL THAT YOU HAVE ABORTED THE INSTALL AND FOLLOWED THESE INSTRUCTIONS. Please contact IBI with any questions regarding these terms and/or provide notice as set forth above at: customercare@informationbuilders.com THE TERMS OF THIS AGREEMENT AND THE INSTRUCTIONS CONTAINED HEREIN SHALL APPLY AND GOVERN YOUR USE OTHE SOFTWARE WHETHER THE SOFTWARE WAS DELIVERED VIA DOWNLOAD, WAS PRE-LOADED ON YOUR HARDWARE, AVAILABLE FOR USE OR TRIAL IN A CLOUD OR IF YOU HAVE THE SOFTWARE IN YOUR POSSESSION BY OTHER MEANS. THE TERMS OF THIS AGREEMENT REPRESENT THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU AND IBI, AND THIS AGREEMENT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING REGARDING THE SOFTWARE. The Parties agree as follows: 1. DEFINITIONS 1.1. Definitions. Capitalized terms in this Agreement will have the following meanings: "Computer" means the actual single designated computer or virtual server in a cloud environment running the specified operating system as designated in the ordering document that You either own or lease and upon which the IWAY BIG DATA INTEGRATOR software has been or is being loaded. You are authorized to install one copy of the Software for use by the number of Users for which you have purchased a license as specified on the ordering document. "License Fee" means the fee payable or paid to IBI for the use of Software as licensed under this Agreement. "Licensee", "You" or "Your" means the person or company who is being licensed to use the IBI software on the Computer and shall be the entity identified on an Order for the Software and or InfoResponse Services pursuant to this Agreement or in the absence of an Order, the person or company who electronically accepts the terms of this Agreement. "Software" means the IWAY BIG DATA INTEGRATOR commercial software set forth in the applicable ordering document being licensed and provided to You under this Agreement, including executable program modules thereof, as well as related documentation and computer readable media. "User" shall mean a specific individual You have authorized to use the Software for the benefit of Your company, regardless of whether the individual is actively using the Software at any time. 2. SOFTWARE LICENSE, RIGHTS & RESTRICTIONS 2.1 Software License and Rights. Subject to the provisions contained in this Agreement, upon the payment or agreement to pay the applicable License Fees, IBI hereby grants to You a revocable, non-exclusive, non-transferable object code restricted use license to install and use the licensed Software and any documentation files accompanying the Software for the Term on the single Computer identified in an acceptable ordering document (such as an accepted Purchase Order which incorporates by reference an authorized quotation from an IBI authorized distributor)for the number of permitted Users and Installation Location/(if applicable) service provider location where the Software is downloaded and installed; such grant permits use only on the one Computer and is restricted for use, including output, by only the licensed Users. The License Fee You pay is determined by the type of license and the number of Users licensed to use the Software on the Computer. The maximum number of Users, the type of license, license term and the term of any support services for the License shall be set forth in the ordering document by which you have committed to the upfront payment of the applicable License Fees and InfoResponse Fees. InfoResponse shall be provided for the initial twelve (12) months from the date of delivery of the Software for a One-Time License and may be available for purchase thereafter on an annual basis. In no event, however, shall the license parameters of the license granted exceed those for a license for an equivalent dollar value as set forth in IBI's then-current fee schedule, unless expressly agreed to in writing by IBI. Any "trial" or "evaluation" copy of the Software shall be of limited duration for the “Trial Period” as set forth in section 2.4.1. During the Trial Period You may use the Software solely for the purposes of internally evaluating the Software to determine whether to purchase a non-evaluation/non-trial version of the Software. You may not use the trial or evaluation copy for any other reason. InfoResponse shall be provided during the Trial Period. On or before the conclusion of the Trial Period, You must either purchase a non-trial license for the Software or cease all utilization of the Software and delete all copies of the Software from the Computer as set forth in Section 2.4.1 below. If you subsequently purchase a license to the Software and receive a non-trial/non-evaluation license key, You agree that this Agreement shall govern Your use of the Software. IBI shall grant to You the right to use a Computer in a third party cloud environment providing You are not in breach of any of the provisions of this Agreement and the Software is covered under IBI’s InfoResponse service. You agree to continue to subscribe to such service for the entire period the Software is deployed in the cloud environment. If You are accessing or using this Software as part of an IBI Cloud You also agree to the following additional terms located at http://www.informationbuilders.com/pdf/cloud_computing_terms.pdf. Usage in a third party cloud provider’s computing environment is subject to the terms of Your agreement between You and Your cloud services provider, IBI shall not be held responsible for and disclaims any liability resulting from You installing and using the Software in such environment, including but not limited to any data security breaches, or any other security issues that may result from such usage. Your cloud provider shall be held solely responsible for its performance under any agreement with You. You are solely responsible and liable for ensuring that the Software licensed by You is not used in a manner which exceeds the licensing parameters set forth in this Agreement. You agree to maintain information and reasonable documentation evidencing that the Software is being utilized in compliance with the licensing terms. 2.2 Restrictions. Without limiting the generality of the foregoing, You will use the Licensed Software only for the purposes set forth herein, and further You expressly agree that You DO NOT have rights to: (a) own title or transfer title to the licensed Software to another party; (b) distribute, sublicense or otherwise provide copies or any rights or access in relation to the licensed Software to any third party; (c) use the licensed Software, whether or not for consideration, to rent, lease or otherwise provide use or processing for any third party including but not limited to, information services to Your customers, data processing, time-sharing, hosting, managed service provider, outsourcing, service bureau, software as a service (SAAS) or online application services (ASP) offerings; (d) modify, enhance, reverse-engineer, decompile, disassemble or create derived forms of the licensed Software; or (e) use the Software with another operating system other than the one specified in the ordering document accepted by IBI. 2.3 Upgrades. You agree that an Upgrade shall apply and Upgrade Fees will be due to IBI in the event any terms of the license acquired hereunder is exceeded. You agree to promptly notify IBI in writing in the event or if you have reason to believe any applicable licensing parameter has been exceeded, such as: (a) an increase in the number of permitted Users; and or (b) the Software has been used other than as permitted herein. 2.4 Term of License 2.4.1 Any License that is designated in the applicable ordering document as a Trial License must be for a “Trial Period” not to exceed thirty (45) days commencing upon the earlier of: (a) the completion of the installation of the Software; (b) acceptance of this Agreement; or (c) Your registration of the product with IBI. You must either purchase a One-Time License or limited term Subscription License for the Software or cease any access and use of the Software prior to the expiration of the Trial License Term or the Trial License shall terminate and Your right to use the Software shall expire. All copies of the Software and materials must be immediately deleted and removed from use. Unless you are using the Software in an IBI provided Cloud, You must send a confirmation to IBI within ten (10) business days confirming that all Software has been deleted and destroyed. 2.4.2 Any License that is designated in the applicable ordering document as a One-Time License shall be for a Term of ninety-nine (99) years, commencing on the earlier of (a) the completion of the installation of the Software; (b) acceptance of this Agreement; or (c) Your registration of the product with IBI. 2.4.3 Any License that is designated in the applicable ordering document as a limited term Subscription License shall be for a non-cancelable limited Subscription License Term specified in the ordering document of twelve (12) months or multiple annual terms payable annually in advance commencing on the earlier of (a) the completion of the installation of the Software; (b) acceptance of this Agreement; or (c) Your registration of the product with IBI. Prior to the conclusion of the Subscription License Term, Licensee must either purchase an annual or multi-year renewal of the Subscription License for the Software or cease any access and use of the Software prior to the expiration of the Subscription License Term or the Subscription License shall terminate and the Licensee's right to use the Software shall expire. All copies of the Software and materials must be immediately deleted and removed from use. You must send a confirmation to IBI within ten (10) business days confirming that all Software has been deleted and destroyed. 2.5 Export. The Software is subject to United States export laws and regulations. You shall comply with all domestic and international export laws and regulations that apply to the Software, including all applicable export laws and restrictions on destinations, end users and end use. 2.6 Enforcement of Restrictions. You shall promptly upon IBI's request, confirm in writing, the Computer including type of installation, number of Users and Installation Location of the Computer(s) including any third party cloud service providers, etc. on which the Software is currently installed. You shall permit representatives of IBI to inspect any location at which the Software is being used at reasonable times and on reasonable notice for the purpose of verifying that You are not in default of this Agreement and to enforce the restrictions and covenants contained in this Agreement at Your sole expense. You hereby agree to promptly notify IBI of any known violations of such restrictions. 2.7 IBI's Obligations. Upon execution of this Agreement, IBI will: (a) permit You to download a copy of the most current version of the Licensed Software for Your use under this Agreement; and (b) provide Telephone support and maintenance services ("InfoResponse Services") for a period of twelve months included with the initial purchase of a One-Time License or as part of a Subscription License and thereafter during the annual paid term for as long as InfoResponse Services or Subscription Licenses are purchased from IBI. IBI will provide ongoing updates to the licensed Software as IBI considers necessary during the covered period, as well as phone support in accordance with IBI's standard support offerings. 3. COPYRIGHT AND MARKS 3.1 Copyright. The licensed Software, including any documentation, media, packaging and illustrations, constitutes IBI's or its licensors valuable property and is protected by United States copyright laws and international treaty provisions. You must treat the Software like any other copyrighted material (e.g., book or musical recording) except that you may either (a) make one copy of the Software solely for backup or archival purposes. You may not copy the written materials accompanying the Software. You may not sell, transfer, sublicense, rent, lease, convey, copy, modify, translate, convert to another programming language, decompile, disassemble, or create derivative works of the Software for any purpose. Decompilation or any attempt to break or circumvent the Software verification mechanisms (i.e. copy protection) is expressly prohibited. 3.2 Trademarks. Certain logos, product names and trademarks owned by IBI may be contained within the printed materials and electronic manifestations of the licensed Software. You will have no right to use such marks without IBI's express written permission. 4. TITLE 4.1 Title. You acknowledge that the licensed Software, including any associated written materials and other documentation provided under this Agreement, belongs exclusively to IBI. Title to the licensed Software will, at all times, remain with IBI or its licensors. You agree to protect the licensed Software from unauthorized use, reproduction, distribution or publication in electronic or physical form. 5. WARRANTY AND INDEMNITY 5.1 Warranty. Except as otherwise set forth in this section, all Software and services provided under this agreement are provided "as is" and IBI does not warrant that anything provided hereunder shall run properly on the hardware, shall meet your requirements or operate in the combinations which may be selected for use by You (including version compatibility), shall operate uninterrupted or error free, or shall have all errors corrected. IBI warrants to You that it (or its licensors) has the rights to grant the licenses to the Software provided hereunder to You. IBI warrants to You that to the best of its knowledge the Software (and the media in which it is embedded) provided by it do not contain any viruses, disabling codes or programming codes or instructions that are constructed to damage, interfere with or otherwise adversely affect the licensed use of the Software, or the data files or hardware used in conjunction with the Software. However, IBI shall be permitted to include in the Software mechanisms that prevent illegal or unauthorized use of the Software or any use of the Software not expressly permitted under this Agreement. IBI warrants to You that for a period of ninety (90) days from the time the Software is delivered or for such minimum period as required under law, so long as such Software is not modified in any way, such Software shall function substantially as described in the applicable User Manual, (the "Functional Warranty"). IBI's sole obligation under this Functional Warranty shall be to remedy or repair, as soon as reasonably practicable, all substantial and demonstrable malfunctions in the affected Software. Malfunctions shall be considered to be "substantial" when they result in the impairment of one or more essential functions, features or capabilities of the Software per the IBI User Manuals. IBI may, in its sole discretion, provide either an up-date of the affected item or an alternative method that has substantially the same functionality. This Functional Warranty is conditioned upon: (i) You giving IBI prompt, but no later than the last day of the ninety (90) day Functional Warranty period, written notice that clearly states the name of the affected Software and the malfunction; (ii) the said malfunction being demonstrable; (iii) the affected Software being at no more than two (2) releases back from IBI's then current release; and (iv) no addition to or modification of the affected Software having been made or undertaken. The Functional Warranty for each affected Software shall be separate from the Functional Warranty of any and all other Software, and a claim against the Functional Warranty for one Software shall not be a claim against the Functional Warranty for any or all other Software. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IBI'S SOLE RESPONSIBILITY FOR BREACH OF WARRANTY, ERRORS OR OMISSIONS SHALL BE AS SET FORTH HEREIN. 5.2 Indemnity. IBI warrants that it owns the right to the Software licensed to You and, subject to the remainder of this section, IBI agrees to defend or settle, at its option, any action brought against You arising from any bona fide claim that Your use of the Software which is the subject of this Agreement infringes any patent, copyright, trademark, trade secret, or other proprietary right belonging to a third party ("Third Party Claim") and to hold You harmless from any and all liabilities, losses, costs, damages, expenses, and reasonable attorney fees that result from any such Third Party Claim. IBI's obligations under this section are conditioned upon: (a) You having promptly notified IBI in writing of any Third Party Claim; (b) You giving IBI express sole authority to conduct the defense of any Third Party Claim and all negotiations of a settlement or compromise; (c) You allowing Your name to be used in proceedings as necessary; (d) You providing IBI with all reasonable assistance in defending any Third Party Claim; and (e) the Third Party Claim shall not have arisen due to unauthorized acts or misconduct by You or a third party, acting on your behalf. If the Software becomes the subject of a Third Party Claim, then IBI may at its option and expense either: (a) Obtain an appropriate license for You from the party asserting the Third Party Claim; (b) replace or modify the Software (or parts thereof) that is the subject of the Third Party Claim so that it is functionally equivalent and no longer infringing; (c) provide a non-infringing work-around; (d) refund to You so much of the license fee actually received by IBI as relates to the infringing Software items based on a straight line three (3) year depreciation schedule from the date of acceptance of this Agreement. Except for its indemnification obligations set forth above, IBI shall have no further liability to You. 6. LIMITATION OF LIABILITY AND REMEDIES 6.1 LIMITATION OF LIABILITY. IN NO EVENT WILL IBI BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY REASON WHATSOEVER, WHETHER IN CONTRACT OR TORT, FOR ANY FORM OF PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL LOSS, DAMAGE, OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, LOSS DUE TO INABILITY TO OBTAIN DATA, LOSS OF BUSINESS, OR LOSS OF ANTICIPATED PROFITS) IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, FUNCTIONING, OR USE OF ANY SOFTWARE OR INFORESPONSE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF IBI HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IBI'S MAXIMUM LIABILITY FOR ANY DAMAGES, REGARDLESS OF FORM OF ACTION, SHALL IN NO EVENT EXCEED THE LICENSE FEES ACTUALLY PAID TO IBI FOR THE RELEVANT SOFTWARE GIVING RISE TO THE LIABILITY, PRORATED OVER A THREE (3) YEAR TERM FROM THE INSTALLATION DATE OF THE APPLICABLE LICENSE. IBI'S MAXIMUM LIABILITY FOR DAMAGES RELATED TO INFORESPONSE SERVICES SHALL BE LIMITED TO THE INFORESPONSE SERVICES FEES ACTUALLY PAID TO IBI FOR THE RELEVANT INFORESPONSE SERVICES GIVING RISE TO THE LIABILITY FOR THE MOST RECENT ANNUAL TERM. NEITHER YOU NOR IBI MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY. 6.2 Dispute Resolution. IBI and You accordingly acknowledge and agree that private dispute resolution is preferable to seeking resolution via court actions. Before commencing any action in court, IBI and You shall first attempt to resolve any dispute or differences between the both of us by way of good faith negotiation. The good faith negotiation shall commence by each of IBI and You communicating our position regarding the complaint, claim, dispute or controversy to the other party, and how the both of us should resolve the dispute. IBI and You shall then make good faith efforts to negotiate a resolution of the claim, dispute or controversy. Neither IBI nor You shall commence any court proceedings unless and until the good faith negotiation fails. 7. SUCCESSORS AND ASSIGNS 7.1 Successors and Assigns. You may not assign Your rights and duties under this Agreement to any party at any time. This Agreement will enure to the benefit of and will be binding on IBI and our respective successors and permitted assigns. In the event of corporate merger, amalgamation, divestiture or asset sale, IBI will have the right to transfer and assign Our rights and obligations hereunder to any third party (the "Assignee"), provided that IBI cause the Assignee to agree in writing to all the terms contained in this Agreement. 8. TERMINATION 8.1 Termination. This License is effective until terminated and or expires in the case of a Subscription License. You may terminate it at any time by destroying the media containing the Software, together with all copies of the Software in any form, and deleting the Software from any computer on which it is loaded. Any such termination by You shall not relieve you from any payment obligations which have been committed to. IBI may terminate this License by giving you written notice that you are in breach of any of the terms and conditions set forth in this Agreement. You agree that upon the expiration or termination of this Agreement, you will immediately destroy or deliver to IBI all copies of the Software and related documents and delete all copies of the Software from any computer on which the Software is loaded. You must then send confirmation of such deletion to IBI. 9. GENERAL 9.1 Consents. Whenever IBI's consent is required under this Agreement, such consent shall rest on IBI's sole reasonable discretion. 9.2 Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it. 9.3 Survival. The parties’ rights and obligations under sections 1 (Definitions), 2.2 (Restrictions), 2.6 (Enforcement), 4 (Title), 6 (Limitations of Liability) and 9 (General) shall survive termination of this Agreement. 9.4 Entire Agreement. This Agreement constitutes the entire agreement of the Parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both IBI and You. The terms of this Agreement shall supersede the terms in any purchase order or other ordering document that you generate and provide to us. Any terms contained therein other than quantities, names and addresses shall have no force or effect and shall not be binding upon IBI. 9.5 Equitable Relief. You agree that any breach of this Agreement by You would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, IBI will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement. 9.6 Force Majeure. Notwithstanding anything herein to the contrary, IBI shall not be liable for any delay or failure in performance caused by circumstances beyond IBI's reasonable control. 9.7 Relationship of the Parties. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither IBI nor You will have any power or authority to act in the name or on behalf of the other party or to bind the other party to any legal agreement. 9.8 Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement. 9.9 Notices. All notices and communications required or permitted under this Agreement will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, facsimile transmission (the "Fax"), with confirmed answer back, or electronic mail, with confirmation of receipt, to IBI or You at the respective addresses we provide to each other or to such other address as IBI or You may from time to time specify by notice to the other given as provided in this paragraph. In IBI's case, the address is: Information Builders, Inc. Two Penn Plaza New York, New York 10121-2898 Attn: Senior Vice President and Chief Financial Officer Fax: 917-339-5002 A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 9.10 Law to be Applied. This Agreement and all Riders under it shall be governed by and interpreted under the laws of the State of New York of the United States of America except its choice of law rules. 9.11 Forum. The parties agree that the making and performance of this Agreement constitutes the transaction of business in the State of New York in the United States of America and is sufficient to give the federal and state court therein jurisdiction over both parties. Any action or proceeding involving, arising out of, or relating to this Agreement, or the making or breach thereof, shall be brought in a federal or state court located in the County, City, and State of New York, USA and in no other forum, and the jurisdiction of such courts over such matters shall be exclusive. 9.12 Taxes. All License Fees, InfoResponse Services Fees, and other charges referred to in this Agreement and payable under any ordering document are net of any applicable sales, use, property, and other taxes and import or other duties, however designated or levied. Payment of all such taxes and duties (excluding taxes assessed upon the profit or gain of IBI), shall be Your sole responsibility. 9.13 Orders. Except for “trial” or “evaluation” licenses, all orders for Licenses, InfoResponse and if applicable Services hereunder are not subject to cancellation, return, refund or offset unless You and IBI specifically agree otherwise in a signed writing. 10. DATA PROTECTION 10.1. Each party to this Agreement shall comply with the data protection, privacy or similar laws that apply in relation to any personal data (“Data Protection Laws”) in the jurisdiction where such data is processed in connection with this Agreement (“Protected Data”). 10.2. In the event that a party is required to transfer another party’s Protected Data to another jurisdiction, that party shall ensure appropriate technical and organizational measures are taken against unauthorized or unlawful processing of Protected Data and such measures shall be at least equivalent to the provisions contained in the Data Protection Laws of the original jurisdiction. 10.3. If any party becomes aware of any unauthorized, unlawful or dishonest conduct or activities in relation to Protected Data, or any breach of this Clause 10, such party shall immediately notify the other parties thereof. 10.4. Subject to IBI’s limitation of liability set forth in section 6.1, each party shall indemnify the other against all claims, demands, actions, expenses (including but not limited to reasonable legal costs), losses and damages arising from any breach of its obligations under this Clause 10, other than any disclosure or breach pursuant to a specific written instruction by another party. 10.5. Each party to this Agreement shall bear its own cost of compliance with the provisions of this section 10. You acknowledge and You agree as follows: (a) You have read this Agreement and agree you are bound by the terms and conditions hereby. (b) This License may not be modified or waived except in a written document signed by an officer of IBI. Any modification or waiver contained in any document which you submit to IBI (whether prior to or after your receipt of the Software) shall be invalid and ineffective, and this Agreement alone shall govern and control. (c) This Agreement contains our full agreement and you are not relying on any statements or representations concerning the Software made to you by any party, other than those expressly contained in the user manuals furnished by IBI.