INFORMATION BUILDERS, INC. HEREINAFTER "INFORMATION BUILDERS" OR "IBI") CLICKWRAP SOFTWARE LICENSE AGREEMENT ("CWSLA") INFORMATION BUILDERS IS WILLING TO LICENSE THE SPECIFIC 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. IMPORTANT NOTICE TO CUSTOMERS ENCOUNTERING THE DISPLAY OF THIS CWSLA DURING AN INSTALL - 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, YOU ACKNOWLEDGE THAT YOU ARE ACCEPTING AND AGREEING TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. BY PROCEEDING WITH THE INSTALLATION, 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 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 CWSLA AND THE INSTRUCTIONS CONTAINED HEREIN SHALL APPLY WHETHER THE SOFTWARE WAS DELIVERED VIA DOWNLOAD OR IF YOU HAVE THE SOFTWARE IN YOUR POSSESSION BY OTHER MEANS. IN THE EVENT THAT IBI DETERMINES, IN ITS SOLE AND EXCLUSIVE JUDGEMENT, THAT AN APPLICABLE MASTER SOFTWARE LICENSE AGREEMENT IS IN PLACE BETWEEN YOU AND IBI (THE "MSLA"), THEN THE TERMS OF THE MSLA SHALL GOVERN AND SHALL SUPERSEDE THE TERMS OF THIS CWSLA. IF IN ITS SOLE AND EXCLUSIVE JUDGEMENT IBI DETERMINES THAT AN APPLICABLE MSLA IS NOT IN PLACE, THEN THE TERMS OF THIS CWSLA SHALL APPLY AND SHALL GOVERN YOUR USE OF THE SOFTWARE. IN THAT EVENT, THE TERMS OF THIS CWSLA REPRESENT THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU AND IBI, AND THE CWSLA SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows: 1. DEFINITIONS 1.1. Definitions. Capitalized terms in this Agreement will have the following meanings: "Agreement" means this CWSLA between IBI and You (the "Licensee"); "Computer" means the actual, designated computer that You either own or lease and operate, and upon which You are authorized to install the Software items included in the applicable License, as set forth in the applicable ordering document. The Computer shall be designated in the ordering document which shall identify the Computer by CPU Model Number, Serial Number, and Installation Location. If the Computer has multiple Cores (as defined below), then the ordering document must also specify the total number of Cores contained in the licensed Computer. In the absence of an identified number of Cores on the ordering document, the number of Cores shall mean one (1) Core. "Cores" are the multiple processors residing on one or more computer chips, in a Windows / Intel, UNIX or Linux based server with a multicore chip set. "Image" is defined as a single instance or installation of the licensed Software, operating on an authorized Computer. "Installation Location" means the actual location of the Computer upon which the Software is installed as set forth in the applicable ordering document. "Instance" is a connection to an application software package such as SAP, or a transaction system such as CICS. Each connection is referred to as an "Instance" "License Fee" means the fee payable or paid to IBI for the use of Software. "Licensee", "You" or "Your" means the person or company who is being licensed to use the IBI software hereunder. "Software" means the commercial software products 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. Other capitalized terms have the meanings defined in IBI's then current pricing schedule or IBI's then current standard form Master Software License Agreement. A copy of IBI's standard form Master Software License Agreement is available to you upon request by contacting IBI at: customercare@informationbuilders.com 2. SOFTWARE LICENSE, RIGHTS & RESTRICTIONS 2.1 Software License and Rights. In consideration of the mutual covenants, and 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 license to install and use the licensed Software and any documentation files accompanying the Software for the Term on a single Computer identified in a Rider or on an acceptable ordering document (such as an IBI accepted Purchase Order which incorporates by reference an authorized quotation from IBI) by Model Number, Serial Number, operating system and Installation Location; such grant permits use on only one Computer at any time. If you have multiple licenses for the Software, then at any one time you may have as many copies of the Software as you have licenses. The License Fee You pay is determined by certain licensing parameters which are set forth in IBI's then current fee schedule. Such license parameters may include but are not limited to: (a) permitted number of copies; (b) Computer including hardware classification; (c) permitted number of Users; (d) permitted number of physical Cores on a duly licensed computer; and if duly licensed for a Virtual Server, based on the active number of Cores that the virtualization technology assigns to the Virtual Server on a single physical Computer ("Active Cores") (e) number of permitted Images; (f) number of Connected Instances; (g) Terabyte limit of any database size as licensed ; (h) the type of license Term; all as more fully set forth in the applicable IBI fee schedule. The applicable licensing parameters including the Term of License shall be set forth in the ordering document by which you have committed to pay the applicable License Fees, such as a Rider to the MSLA or a Purchase Order accepted by IBI which incorporates an authorized IBI quotation. 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 and shall expire upon expiration or termination of the trial period agreed upon by IBI in writing. APPLICABLE TO WEBFOCUS APPLICATIONS SOLELY FOR WEBFOCUS REPORTING SERVER LICENSES: PERMITTED THIRD PARTY BROWSER ACCESS TO YOUR WEBFOCUS APPLICATIONS, THIS LICENSE PROVIDES YOU WITH THE OPTION TO PERMIT CERTAIN UNAFFILIATED THIRD PARTIES WHO ARE OUTSIDE YOUR FIREWALL WITH ACCESS TO YOUR OUTWARD FACING WEBFOCUS APPLICATIONS. SUCH THIRD PARTIES MAY INCLUDE CUSTOMERS, VENDORS, CONTRACTORS OR BUSINESS PARTNERS. SUCH ACCESS IS LIMITED TO THE THIRD PARTY'S WEB BROWSER COMMUNICATING WITH YOUR WEBFOCUS REPORTING SERVER (WHICH MAY BE BUNDLED WITH ANOTHER LICENSED WEBFOCUS PRODUCT). SUCH USAGE DOES NOT VIOLATE THE LICENSE GRANT PROVIDING: (A) SAID ACCESS IS IN FURTHERANCE OF YOUR CORE INTERNAL BUSINESS; (B) THE WEBFOCUS SOFTWARE IS INSTALLED SOLELY ON YOUR AUTHORIZED COMPUTERS WHICH DO NOT EXCEED THE LICENSED CONFIGURATION SET FORTH IN AN ORDER ACCEPTED BY IBI; (C) ANY SUCH THIRD PARTY ACCESS SHALL BE LIMITED TO REQUESTS FOR OUTPUT FROM YOUR WEBFOCUS APPLICATION(S) WHICH MAY INCLUDE DELIVERY OF REPORTS, CHARTS, AND ANALYSIS FOR THE BENEFIT OF YOUR BUSINESS; (D) SAID THIRD PARTIES SHALL NOT BE PERMITTED TO DEVELOP APPLICATIONS OR DASHBOARDS OF ITS OWN, OR FOR OTHER THIRD PARTIES. NOTWITHSTANDING THE AFOREMENTIONED YOU ARE PROHIBITED FROM PROVIDING ANY ACCESS FOR PURPOSES OF ACTING AS EITHER AN APPLICATION SERVICE PROVIDER ("ASP") OR SOFTWARE-AS-A-SERVICE ("SAAS") PROVIDER TO ANY SUCH UNAFFILIATED THIRD PARTY. 2.2 Restrictions. Without limiting the generality of the foregoing, You will use the Licensed Software only for 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, or sublicense or otherwise provide copies or any rights or access in relation to the licensed Software to any third party; (c)except as expressly authorized herein, 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; or (d)modify, enhance, reverse-engineer, decompile, disassemble or create derived forms of the licensed Software. 2.3 Upgrades. You agree that an Upgrade shall apply and Upgrade Fees will be due to IBI in the event any pricing parameter which applies to a license acquired hereunder is exceeded. You agree to promptly notify IBI in writing in the event you exceed any applicable licensing parameter, such as: (a) an increase in the number of Images licensed; (b) a change to a computer in a higher hardware classification; (c) an increase in the number of permitted Users; (d) an increase in the number of Connected Instances permitted; (e) an increase in the Terabyte limit licensed (f) a change in the number of physical or virtual Cores licensed; and (g) an increase in the number of licensed physical or virtual "Cores" or "Active Cores". 2.4 Term of License 2.4.1 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 acceptance of this CWSLA and or download of the Software. 2.4.2 Any License that is designated in the applicable ordering document as a Subscription License shall be for the non-cancelable term set forth in the applicable ordering document, commencing on the earlier of acceptance of this CWSLA and or download of the Software. Unless renewed, a Subscription License shall terminate and the Licensee's right to use the Software shall expire upon conclusion of the Term and 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 make, model (including if applicable the number of processors and/or Cores), serial number, and installation location of the computer(s) on which the Software is currently installed and that no replacement computer is or has been in operation. 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, and 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) Telephone support and maintenance services ("InfoResponse Services") are included during the paid term of any Subscription License and shall be provided for One-Time Licenses only for as long as InfoResponse Services 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. Premium InfoResponse Services are available for an additional charge. 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; or (b) transfer the Software to a single hard disk provided you keep the original 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 (including preproduction releases or computer-based training products) provided under this agreement are provided "as is" and IBI does not warrant that anything provided hereunder shall RUN PROPERLY ON all 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 they are 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. Notwithstanding the foregoing, 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 allowed for under this Agreement. IBI warrants to You that, for a period of ninety (90) days from the time the Software is delivered, 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 that 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 CWSLA 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 have promptly notified IBI in writing of any Third Party Claim; (b) You give 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 as relates to the infringing Software items based on a straight line three (3) year depreciation schedule. 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 OF 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. 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 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. 9.4 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. 9.5 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. 9.6 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. 9.7 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. 9.8 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. 9.9 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, except its choice of law rules. 9.10 Forum. The parties agree that the making and performance of this Agreement constitutes the transaction of business in New York 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, and in no other forum, and the jurisdiction of such courts over such matters shall be exclusive. 9.11 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. Additional Terms Applicable to WebFOCUS Hyperstage Software (if licensed/applicable): 1. WebFOCUS Hyperstage ("WHST") must be installed on the same production Computer where Your license to the WebFOCUS Reporting Server is installed. 2. WHST Fees are subject to adjustment in the event the amount of source data stored in the analytical database exceeds the Terabyte limit set forth in the applicable ordering document. In the event a Terabyte limit has not been identified a one (1) Terabyte limit applies; and additional license fees shall be due for each additional Terabyte required. You agree to promptly notify IBI in writing if the permitted database size is exceeded. 3. You shall not: (a) copy the WHST onto any public or distributed network; (b) use WHST to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment; (c) use WHST (or any part thereof, including but not limited to any updates that may be delivered hereunder) as a general SQL server, or as a standalone SQL application. 4. Notwithstanding the above, Your standalone SQL applications shall be permitted to access the WHST database only if such access is achieved through the connection between WebFOCUS Read/Write Adapter for JDBC (WJDB) and the WebFOCUS Server. You acknowledge and You agree as follows: (a) You have read this CWSLA 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 CWSLA alone shall govern and control. (c) This CWSLA contains our full agreement and you are not relying on any statements or representations concerning the Software made to you, other than contained in the user manuals furnished by IBI.