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IBAN License Agreement

Section 1: GRANT OF LICENSE

1. Licensor hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive, nontransferable license to use the Licensed Materials described on the Exhibit.
2. Licensee is authorized to use the Licensed Materials for Licensee's own business purposes and at the Sites/Locations specified on the Order Form. Licensee will not copy or reproduce the Licensed Materials except for disaster recovery, back-up, archival or test purposes. Licensee may use the Licensed Materials at other than at the specified Site at no charge and without penalty only in the following circumstances: (i) if the specified Site cannot be used because equipment or software is inoperable provided that Licensee shall notify Licensor within five (5) business days after such relocation or, (ii) if use of the Licensed Materials is only for testing purposes.
3. Licensee shall not, nor permit others to, directly or indirectly: copy, duplicate or furnish to others any physical, magnetic or optical version of the Licensed Materials; remove any copyright or other notice contained or included in the Licensed Materials or any material provided by Licensor; or change, modify, reverse engineer, decompile, disassemble or create derivative works from the Licensed Materials or any other material provided by Licensor.

Section 2: CHARGES, FEES, PAYMENT AND INVOICING

1. License fees and service fees under this Agreement are specified on the Order Form. The prices and charges hereunder do not include any amount for taxes or duties. If any duty, sales, use, excise, or other tax, penalties or interest, except for taxes based upon Licensor's net income, is, or should ultimately be, assessed against or is required to be collected by Licensor or by any taxing authority in connection with their performance required hereunder, Licensee agrees to pay an amount equal to any and all such charges, except where Licensee is exempt by law and Licensee provides a bonafide exemption certificate to Licensor.
2. Licensee shall make all payments hereunder to Licensor, in accordance with instructions on the invoice, which includes a due date of thirty (30) days from the date of issuance of the invoice. Licensor retains the right to assess and collect late charges on past due invoices of up to one and one half (1.5) percent per month or the highest amount permitted by law, whichever is lower.
3. If Licensee has not paid any invoices after sixty (60) days from the date of issuance, Licensor, without notice, may temporarily suspend the use of the Licensed Materials, and any routine software or data updates, until such invoices have been paid in full. Upon payment of past due invoices, Licensor will re-instate the use of the License Materials and any routine software or data updates.

Section 3: DELIVERY

1. Licensor shall deliver to Licensee, the Licensed Materials within ten (10) business days from the execution of this Agreement or at a different date if agreed to by both parties. Updates to the Licensed Materials will be in accordance with the Order Form. Accompanying the Licensed Materials will be one (1) copy of the related documentation regularly furnished by Licensor.

Section: 4 INSTALLATION, MAINTENANCE, AND TRAINING

1. During the term of this Agreement, Licensor will provide the following maintenance services for the fees noted on the order form: (i) any known problem solutions related to the Licensed Material as such solutions become known to Licensor, (ii) response to Licensee's requests for corrections of program coding errors, (iii) telephone support in the form of counsel and advice on the use and maintenance of the Licensed Material during Licensor's normal business hours, and (iv) all releases, modifications, refinements, and enhancements which Licensor elects to incorporate into and make part of Licensed Materials and does not separately or additionally price or market.
2. Licensee understands and agrees that all solutions, corrections, modifications, refinements, enhancements and new releases supplied by Licensor are to be implemented within the normal production schedule of the Licensee. Licensee further recognizes that its failure to so implement such solutions, corrections, modifications, enhancements and new releases may render the Licensed Material unusable or nonconforming to system documentation and Licensee agrees to assume all risks arising therefrom. Any modifications made to the Licensed Material by Licensee's personnel other than those authorized by Licensor shall invalidate Licensor's obligations under this section.

Section 5: WARRANTIES

1. Without limiting the forgoing, the Licensor does not warrant that the functions of THE PRODUCT will meet the Licensee's requirements, and although the Licensor has used reasonable efforts to minimize defects or errors in THE PRODUCT, the Licensor does not warrant that the Licensee's use of THE PRODUCT will be error-free or uninterrupted, or the information contained in THE PRODUCT is 100% accurate.
2. Licensor warrants the Licensed Materials are free from computer viruses introduced as a result of the gross negligence or intentional acts of Licensor, its agents or employees and that Licensor, its agents or employees will not embed any device in the Licensed Materials or take any action to disrupt or terminate its operation of such Licensed Materials.
3. Licensor warrants that it is the sole owner of, or that it has the right to license the use of, the Licensed Materials being used for Licensee's purposes, and that it has the right to provide Licensee with a nonexclusive license for the use of those Licensed Materials.
4. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE LICENSED MATERIALS OR THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 6: LIMITATIONS OF LIABILITY

1. Except with respect to a breach of Section 7, neither party shall be liable for any special, incidental, indirect and/or consequential damages of any kind, resulting from either party's performance or failure to perform pursuant to the terms of this Agreement or any of the attachments or exhibits hereto, or resulting from the furnishing, performance or use or loss of any licensed products or other materials delivered to Licensee thereunder, including without limitation any interruption of business, whether resulting from breach of contract or breach of warranty, even if the parties hereto have been advised of the possibility of such damages.
2. Except with respect to Section 9 of this Agreement, Licensor's liability to Licensee under any provision of this Agreement shall be limited to the amounts actually paid by Licensee to Licensor pursuant to the Order Form hereto. The existence of more than one claim shall not enlarge or extend the limit. Licensee releases Licensor from all obligations, liability, claims or demands related to the Licensed Materials supplied by Licensor to Licensee under this Agreement in excess of the limitation provided for in this section.
3. The parties acknowledge that the limitations set forth in this section are integral to the amount of fees charged for the license granted under this Agreement and services provided in connection with the same, and recognize that if the Licensor were to assume any further liability beyond that set forth in this section, such fees would be substantially higher.

   In no circumstances is the Licensor liable for any indirect or consequential losses or expenses, howsoever caused, and including, without limitation, loss of anticipated profits or savings, goodwill, reputation, business receipts, or contracts, or losses or expenses resulting from third party claims.

Section 7: DISCLOSURE

1. The Licensed Materials received by Licensee from Licensor under this Agreement are and shall be treated as proprietary and confidential information of Licensor. Any material or information relating to the business policies, procedures, customs and forms of Licensee or any of its affiliates, including information previously divulged or delivered to Licensor by Licensee regarding the aforementioned subject matter and all information and data which are proprietary to a third party and which the Licensee is obligated to treat as confidential obtained by Licensor or its officers, employees or agents, or disclosed to them in connection with the performance by Licensor of its obligations under this Agreement, is hereby designated as confidential and proprietary information of Licensee. The obligations of confidentiality contained in this Section 7 shall not apply to information which: (1) is known to a party at the time of disclosure as proven by written records of the receiving party; (2) is independently received by a party without obligations of confidentiality from a third party which has the legal right to give such information; (3) is generally known to third parties through no fault or action of the receiving party; (4) information which is internally developed by the recipient independently of and wholly without knowledge of the information; (5) information which is lawfully disclosed to the recipient by a third party which makes such disclosure without a breach of any secrecy or nondisclosure agreement; and (6) information which the recipient is required to disclose by order or instruction of a court of competent jurisdiction or statute.
2. The parties agree not to use or copy the other's confidential information unless such use or copying is approved by, and for the benefit of, the other party.
3. Unless noted in the Order Form, using the Licensed Material or any part of the data therein in original or remanipulated form for the purpose of creating any form of list, directory, reporting service whether for internal use or release to persons outside the Licensee organization, is expressly prohibited.
4. Each party hereto will take all reasonable steps to assure that the confidential information of the other party shall not be disclosed by them to others, in whole or in part, without the prior written permission of the other party. Such prohibition on disclosures shall not apply to disclosures by Licensee to its employees and agents, provided such disclosures are reasonably necessary to Licensee's use of the Licensed Materials and provided further that Licensee shall take all reasonable steps to insure that the Licensed Materials are not disclosed by such employees in contravention of this Agreement.

Section 8: TITLE

1. Licensor shall retain title to the Licensed Material including all versions and embodiments thereof and all additions and modifications thereto. Licensor does not by this Agreement convey any proprietary interest therein to Licensee. Licensee agrees that the Licensed Material, including all changes made thereto by anyone and any materials related thereto that are supplied by or developed by Licensor, are the valuable property of Licensor. Licensee further agrees to treat the Licensed Material and related materials accordingly and agrees diligently to preclude all access to the Licensed Material except as provided herein, to keep the same confidential, by using the same care and discretion that Licensee uses with respect to its own confidential property. Licensee agrees to keep all property of Licensor free and clear of all claims, liens and encumbrances.

Section 9: INDEMNIFICATION

1. Licensor agrees to defend, indemnify and hold Licensee harmless, and at Licensor's option, settle any action or proceeding of any kind or description based upon a third party's claim of patent, copyright or trademark infringement asserted against Licensee by such third party, provided:
   1. the Licensed Materials are used as provided by Licensor;
   2. Licensor is given prompt, written notice of any such claim;
   3. Licensor is given the right to control and direct the investigation, defense and settlement of each such claim; and
   4. Licensee reasonably cooperates with Licensor at Licensor's expense in connection with the foregoing.
2. Should the Licensed Materials, become, or in Licensor's opinion are likely to become, the subject of a claim of infringement, Licensee shall permit Licensor, at Licensor's option and expense, either:
   1. to procure for the Licensee the right to continue using the Licensed Materials;
   2. to replace or modify the same so that they become non-infringing; or
   3. to grant the Licensee a refund of the unused portion of the license fees.
3. Licensor agrees to indemnify, defend and hold harmless Licensee, its employees, agents and/or authorized representatives for any actual damages, liabilities, costs and expenses, including reasonable attorneys fees, due to claims alleging damage to Licensee's property or injury or death to any persons, arising directly out of Licensor's, or its employee's, agent's or subcontractor's performance of services contemplated under this Agreement or such party's breach of this Agreement.

Section 10: TERMINATION

1. The license granted shall continue for a period of time as noted on The Order Form unless sooner terminated in accordance with the provisions of this Agreement.
2. In the event a party hereto materially defaults in the performance of any of its duties or obligations hereunder, which default shall not be substantially cured within thirty (30) days after notice is given to the defending party specifying the default, then the party not in default may, by giving notice thereof to the defaulting party specifying the default, terminate this Agreement for cause.
3. Either party hereto may have the right to terminate this Agreement and/or the license granted hereunder, in the event that the other party:
   1. terminates or suspends its business,
   2. becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute,
   3. becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority,
   4. has liquidated, voluntarily or otherwise, or
4. The remedy of seeking an injunction shall be available to Licensor to restrain unauthorized use or dissemination of the Licensed Materials, whether or not termination or grounds thereof have occurred.
5. No failure on the part of Licensor to enforce this License, through termination or injunction or otherwise, shall be considered a waiver of Licensor's right to enforce its rights hereunder, in the event of a continuing or a subsequent act or omission of Licensee in derogation of this License. Sections 6 through 9 shall survive the expiration or termination of this Agreement.

Section 11: MISCELLANEOUS

1. Any waiver, amendment or modification of any provisions of this Agreement and/or any Exhibits and Attachments hereto shall not be effective unless made in writing and signed by both parties. No failure or delay by either party with respect to exercising any of its rights hereunder shall operate as a waiver thereof.
2. Neither party shall be deemed to be in default of any provision of this Agreement or be liable to the other party or to any third party for any delay, error, failure in performance or interruption of performance resulting directly or indirectly from causes beyond that party's reasonable control. Such causes shall include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication failures, power failures, earthquakes or other disasters. The period of performance shall be extended to such extent as may be appropriate after the cause of the delay has been removed. If any excusable delay or failure to perform by a party exceeds thirty (30) days, the other party shall have the right to terminate this Agreement without liability.
3. If any provision of this Agreement is declared or found to be invalid, illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it valid, legal and enforceable while preserving its intent or, if that is not possible, by submitting therefore another provision that is valid, legal and enforceable and achieves the same objective. Each party agrees that it will perform its obligations hereunder in accordance with all applicable laws, rules and regulations now or hereafter in effect.
4. No action, arising out of the performance under this Agreement, may be brought by either party more than one (1) year after such claim of action arises.
5. Headings are for reference purposes only.
6. Telephone support is available by calling 800-321-3373 (in the US) or 847-676-9600 (outside of the US) and asking for Tech Support. Licensor's normal business hours are Monday thru Friday 8:30 a.m. to 5:00 p.m. Central Time Zone (USA). Licensor may also be contacted by sending an electronic mail message (e-mail) to: support@AccuitySolutions.com. If contacting Licensor it is also important that the word "support" be in the Subject: line of the e-mail message. Licensor shall respond to e-mails during its normal business hours defined herein.
7. Any notice required or permitted to be sent hereunder shall be served personally or by registered or certified mail, return receipt requested or by facsimile with confirmation of receipt; to the addresses stated on the order form.
8. The laws of the State of New York shall govern without regard to conflict of law principles, and the parties consent and submit to the jurisdiction and venue of the State or Federal Courts located in New York.
9. Licensee acknowledges that it has read this Agreement, its Order Form and attachments, understands it and agrees to be bound by its terms, and further agrees that it is the complete and exclusive statement of the Agreement, which supercedes and merges all prior proposals, understandings and all other agreements, oral and/or written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by a written instrument duly executed by both parties.
10. Licensee may not assign this Agreement without Licensor's prior written consent, except to a parent or subsidiary, or to a purchaser of all or substantially all of the assets of Licensee.