APPLICATION ACCESS AND USE LICENSE

1. GRANT OF LICENSE. This Agreement grants you the following rights, as applicable:
   • License. During the term of this Agreement, Licensor grants you a nonexclusive, nontransferable, revocable (as permitted herein) license to access and use the Software which will be hosted by Licensor. Licensee acknowledges and agrees that Licensor may use certain embedded technological and software controls to enforce any applicable license restrictions.
   • Enhancements. Licensor reserves the right to upgrade, enhance, change or modify the Software at any time in its sole discretion (“Enhancements”). Any Enhancements made available to you by Licensor, if any, will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Enhancements.
   • Third Party Components. The Software and future Enhancements may contain certain third party components (“Third Party Components”) which are provided to you under terms and conditions which are different from this Agreement, or which require Licensor to provide you with certain notices or information. Your use of each Third Party Component which contains or is accompanied by its own license agreement will be subject to the terms and conditions of such other license agreement, and not this Agreement. Notwithstanding the foregoing, the following terms and conditions apply to all “Third Party Components”: (i) all Third Party Components are provided on an “AS IS” basis; (ii) Licensor will not be liable to you or indemnify you for any claims related to the Third Party Components; and (iii) Licensor will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Third Party Components. Your sole and exclusive remedy with regard to any defect, claim, or other dispute relating to the Third Party Components is to cease use of such components.
   • Intellectual Property Ownership. The Software contains material that is protected by United States copyright and trade secret law, and by international treaty provisions. All rights not expressly granted to Licensee under this Agreement are expressly reserved by Licensor and its licensors. Licensee shall not modify, remove or destroy any proprietary markings or confidential legends placed upon or contained within the Software, the Documentation, or any related materials. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Software shall remain the sole and exclusive property of Licensor or its licensors, as applicable.
   • Beta Software. Licensor may designate certain Enhancements or new releases of the Software as “Beta Software.” Such Beta Software will not be ready for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that: (i) the Beta Software is experimental and has not been fully tested; (ii) the Beta Software may not meet your requirements; (iii) the use or operation of the Beta Software may not be uninterrupted or error free;(iv) your use of the Beta Software is for purposes of evaluating and testing the product and providing feedback to Licensor; (v) you shall inform your employees, staff members, and other users regarding the nature of the Beta Software; and (vi) you will hold all information relating to the Beta Software and your use of the Beta Software, including any performance measurements and other data relating to the Beta Software, in strict confidence and shall not disclose such information to any unauthorized third parties. Your use of the Beta Software shall be subject to all of the terms and conditions set forth herein relating to the Software. You shall promptly report any errors, defects, or other deficiencies in the Beta Software to Licensor. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. You herebywaive any and all claims, now known or later discovered, that you may have against Licensor and its suppliers/licensors arising out of your use of the Beta Software.
2. TERM. The license will commence on the date you first use the Software or accept this Agreement, whichever is earlier (the “Effective Date”), and shall remain in effect for one (1) year thereafter (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party provides notice of termination or non-renewal no less than thirty (30) days prior to expiration ofthe then-current term. The Initial Term and any Renewal Terms are referred to herein collectively as the “Term.”
3. LIMITATIONS ON LICENSE. The license granted to you in this Agreement is restricted as follows:
   • Limitations on Copying and Distribution. You may not copy or distribute the Software except to the extent that copying is necessary to use the Software for purposes set forth herein. You may make a single copy of the Software for backup and archival purposes.
   • Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Software. You may not alter or modify any disabling mechanism which may be resident in the Software.
   • Sublicense, Rental, and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Software, or directly or indirectly permit any third party to use or copy the Software.
   • Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Software. You must reproduce the copyright and all other proprietary notices displayed on the Software on each permitted back-up or archival copy.
   • Use in Accordance with Documentation. All use of the Software shall be in accordance with its then current Documentation.
   • Compliance with Applicable Law. You shall be solely responsible for ensuring that your use of the Software is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
   • Confidentiality. You acknowledge and agree the Software and associated Documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of Licensor. You may not use or disclose the Proprietary Information without Licensor’s prior written consent, except disclosure to and subsequent uses by your need-to-know employees and contractors, provided such employees and contractors have executed written agreements restricting use or disclosure of Proprietary Information that are at least as protective as those set forth in this Agreement. You agree to use at least the same degree of care in protecting the Proprietary Information as you use to protect your own similar information, but in no event less than reasonable care. You acknowledge that due to the unique nature of the Proprietary Information, Licensor will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity or otherwise, Licensor shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure. You shall not use any information or data disclosed by Licensor in connection with this Agreement to contest the validity of any Licensor intellectual property. Any such use of Licensor’s information and data shall constitute a material, non-curable breach of this Agreement. 
4. LIMITATION OF WARRANTIES.
   • Exclusive Remedy. The sole and exclusive remedy of Licensee and the sole and exclusive liability of Licensor for breach of the foregoing warranties shall be to seek repair or replacement of the non-conforming Software or reperformance of the relevant services. In the event that such breach cannot be remedied by repair, replacement, or reperformance, or where a repair or replacement remedy is not applicable, Licensor shall be liable only for Licensee’s direct damages in the aggregate up to the limit provided in this Section 4.
   • Modification of Software. Except as otherwise agreed in writing by the parties, any modification to the Software by Licensee or any other third party, or failure by Licensee to implement any improvements or updates to the Software as supplied by Licensor shall void Licensor’s warranty obligations and Licensor’s warranties under this Section 4, to the extent any failure or error results from such modification. 
5. FEES. The license fees payable to Licensor for the rights hereunder are as set forth in the separate documentation provided by Licensor describing the license fees and any other fees owed by you, or by the person or entity paying the applicable license fees on your behalf to enable you to utilize the Software. If these license fees are not timely paid to Licensor, than Licensor may immediately terminate this Agreement, as well all your access to the Software, with or without prior notice to you. 
6. INTELLECTUAL PROPERTY INFRINGEMENT.
   • Indemnification. Licensor agrees to defend and indemnify Licensee and to hold it harmless from all damages awarded against Licensee, and all reasonable expenses (including attorneys’ fees) incurred by Licensee, for any claim of infringement of a third party’s U.S. patent registered as of the Effective Date or copyright asserted against Licensee by virtue of Licensee’s authorized use of the Software as delivered by Licensor; provided that Licensor is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Licensee shall fully cooperate with Licensor in connection with the foregoing. Notwithstanding the foregoing, Licensor assumes no liability or indemnity obligation for claims of infringement of intellectual property rights arising from (i) use of the Software in combination with non-Licensor approved third party products, including hardware and software, (ii) modifications or maintenance of the Software by a party other than Licensor, (iii) misuse of the Software, and (iv) failure of Licensee to implement any improvement or updates to the Software, if the infringement claim would have been avoided by the use of the improvement or updates. Licensee shall indemnify and defend Licensor and hold it harmless from and against any claims, damages, or costs, including reasonable attorneys’ fees, asserted by third parties arising out of any of the foregoing exceptions; provided that Licensee is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Licensor shall fully cooperate with Licensee in connection with the foregoing.
   • Replacement. Should the Software as delivered by Licensor become or, in Licensor’s opinion, be likely to become, the subject of a claim of infringement, Licensor may, at its option and expense either (a) procure for Licensee the right to continue to use the Software as contemplated hereunder, or (b) replace or modify the Software or modify its use to make its use hereunder noninfringing, without loss of material functionality. If neither option is reasonablyavailable to Licensor, then this Agreement may be terminated at the option of either party hereto without further obligation or liability.
   • Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 6 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE AND ANY OTHER ENTITY, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 
7. TERMINATION.
   • Breach of Agreement. Without prejudice to any other rights, Licensor may terminate this Agreement immediately, without any notice to you, if you fail to comply with any of the terms and conditions of this Agreement.
   • Termination for Convenience. You may terminate this Agreement at any time by discontinuing use of the Software, complying with your termination obligations set forth below, providing Licensor written notice, and returning the Software to Licensor.
   • Licensee’s Termination Obligations. In the event of any expiration or termination of this Agreement for any reason, you must remove all copies of the Software and all of its components from all of your systems, and destroy all related media and Documentation, if any. The license granted to the Software will automatically terminate on expiration or termination of this Agreement.
8. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE ANY ADDITIONAL LICENSOR WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S OBLIGATIONS HEREUNDER.
   LICENSOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY LICENSOR FROM THIRD PARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”). LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY ITEMS. LICENSOR SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD PARTY ITEMS FOR WARRANTY AND PERFORMANCE INFORMATION.
   THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. LICENSOR SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT DAMAGES, OR ANY OTHER DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE). IN ANY CASE, THE ENTIRE LIABILITY OF LICENSOR AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE INITIAL LICENSE FEE PAID BY YOU, IF ANY, FOR THE SOFTWARE.
   Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to you.
10. COMPLIANCE AND AUDIT. If requested by Licensor, Licensee will submit an annual certification, signed by an officer or authorized representative, specifying the number of users and number and location of all copies of the Software in Licensee’s possession or use. Licensor may also, once annually, upon reasonable notice and during regular business hours, gain access to Licensee’s facilities and systems to audit compliance with the license restrictions set forth herein. 
11. INDEMNITY. You agree to indemnify, defend and hold harmless Licensor and its parent and their respective officers, directors, shareholders, agents, affiliates, and licensors from and against any and all third party claims of any kind (along with attorneys’ fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Software, including any combination of the Software with any hardware, software, or other intellectual property not provided by Licensor. 
12. DISPUTE RESOLUTION. This Agreement is governed by and construed in accordance with the laws of the State of Florida, as applied to agreements entered into and wholly performed within Florida between Florida residents. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of receipt by us, any resulting legal actions must be resolved through final and binding arbitration, including any question of whether arbitration is required, except that you mayassert claims in small claims court if your claims qualify. Claims related to the Documentation or Software are permanently barred if not brought within one year of the event resulting in the claim. JAMS will administer the arbitration in Hillborough Country, Florida, pursuant to its Comprehensive Arbitration Rules and Procedures. There will be one arbitrator that you and we mutually select. The arbitration will be conducted in the English language. Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us.You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Documentation or Software in violation of this Agreement, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
13. GENERAL.
    • This Agreement constitutes the entire understanding and agreement between Licensor and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. In particular, if you are a current licensee of the Software, this Agreement shall supersede your existing license agreement and that agreement shall be of no further force or effect.
    • This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties.
    • In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by Licensor to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision.
    • Neither party shall assign this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement, without the other party’s consent, to any Affiliate or subsidiary, or in the event of a merger, acquisition, or sale of all or substantially all of its assets. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the party.
    • Except for Licensee’s payment obligations, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.
    • The following provisions shall survive any termination or expiration of this Agreement: Sections 3, 4, 6, 8, 9, 11, 12, 13, 14. Licensor may assign any of its rights or obligations hereunder as it deems necessary.
    • IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT. 
14. U.S. GOVERNMENT RIGHTS. The Software is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense (“DOD”) or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software Documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software Documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.
15. AUTHORIZATION. By downloading, installing, accessing, or using the Software, you indicate that you have the authority to bind yourself and your organization to the terms of this Agreement.