NORTHWOODS SOFTWARE CORPORATION
Software License Agreement

This Software License Agreement (this “Agreement”) is a legal agreement
between Northwoods Software Corporation, a New Hampshire corporation (“Northwoods”),
and you, either an individual or a single entity. This Software License Agreement
sets forth the terms and conditions under which Northwoods grants to you a license
to use one or more computer software products of Northwoods and Northwoods’
related documentation therefor. Certain capitalized terms used in this Agreement
are defined in Section 1.0 below.

Each Licensed Product is identified in a License Certificate issued by Northwoods
to you. If two or more Licensed Products are listed on a License Certificate,
the License shall apply to each such Licensed Product.

This Agreement sets forth the terms and conditions applicable to your License
of the Licensed Software and the Documentation. Please note that, as more particularly
set forth in this Agreement, certain of the terms and conditions set forth in
this Agreement may not be applicable to your License, depending on the type
of License that you purchased and the terms of your License Certificate.
*** IMPORTANT NOTICE ***

BY INSTALLING, COPYING, OR OTHERWISE USING ANY OF THE LICENSED SOFTWARE, YOU
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE
TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT INSTALL ANY OF THE
LICENSED SOFTWARE.

NOTE: Unless you have purchased a Development and Distribution License, your
usage of any Licensed Software and related Documentation is governed by an Evaluation
License.

In addition to the foregoing, the terms and conditions of this Agreement include
the following:

1.0 DEFINITIONS

The following terms and variations thereof shall have the following meanings:

“Agreement”
    means this Software License Agreement between Northwoods and Customer.
“Customer”
means you, the individual or single entity in whose name the License Certificate
was issued.
“Developer”
means, with respect to a particular Licensed Product, an Internal User who (a)
is a member of the Licensed Group for such Licensed Product and (b) uses such
Licensed Product to develop one or more Licensed Applications.
“Documentation”
means, with respect to any Licensed Software, such assistance manuals, online
help files, release notes, Sample Code, or other materials, in printed or electronic
form, including any Updates thereof, that may be provided by Northwoods to assist
a Developer in the use of such Licensed Software.
“Domain Name”
means a unique name that identifies an Internet resource, such as a web site
(e.g., nwoods.com).
“Evaluation License”
means a License permitting Customer to use a Licensed Product in accordance
with the provisions of Section 2.1.1(a) below and the further terms and conditions
of this Agreement.
“External User”
    means someone other than an Internal User.
“Intellectual Property Right”
means any U.S. or foreign patent, copyright, trade secret, trademark, industrial
property, or other proprietary or intellectual property right of any kind.
“Internal User”
means an employee or contractor of Customer. For purposes hereof, “contractor”
means someone who is not an employee of Customer but who is under contract with
Customer to perform services of a type that otherwise might be performed by
an employee of Customer.
“License”
means Northwoods’ grant to you of a non-exclusive, non-transferable right
to use a Licensed Product, subject to and in accordance with the terms and conditions
of this Agreement. There are two different types of Licenses - an Evaluation
License and a Development and Distribution License.
“License Certificate”
means, with respect to a particular Licensed Product that is licensed by Northwoods
to Customer under this Agreement, a certificate issued by Northwoods to Customer
that identifies the applicable Licensed Software and the License-Specific Terms
applicable to Customer’s use of such Licensed Product.
“License Effective Date”
means the date on which Customer first installs any Licensed Software on a computer
for evaluation purposes, or, if the Customer purchased a Development and Distribution
License, the date on which Customer placed the order therefor.
“License-Specific Terms”
means, with respect to a particular Licensed Product that is licensed by Northwoods
to Customer under this Agreement, the identity of the applicable Licensed Software
that is part of such Licensed Product together with certain additional licensing
terms applicable to Customer’s use of such Licensed Product that are
set forth in the License Certificate for such Licensed Product. The License-Specific
Terms are recorded in Northwoods’ records. In the event of any inconsistency
between the License-Specific Terms contained in Northwoods’ records and
the License-Specific Terms stated in any printed, electronic, or other copy
of a License Certificate (whether due to an alteration of such License Certificate
or other cause), the License-Specific Terms contained in Northwoods’
records shall be controlling.
“License Term”
means the duration of the License, which depends on the type of License and
the License-Specific Terms, all as more particularly set forth in this Agreement.
“Licensed Application”
means a software application (including Redistributables) developed by a Developer
by use of the Licensed Software. The License-Specific Terms may further define
what constitutes a Licensed Application.
“Licensed Application End User”
    means an authorized user of a Licensed Application.
“Licensed Domain”
means a Domain Name from which a Licensed Application End User is able to access
a Licensed Application via the Internet. For the avoidance of doubt, if two
or more Domain Names identify the same web site or other Internet resource (i.e.,
there is a single primary Domain Name from which a Licensed Application End
User is able to access a Licensed Application via the Internet and there are
also one or more alias Domain Names that point to that same primary Domain Name),
then there will only be considered to be one Licensed Domain and the alias Domain
Name(s) will not be counted.
“Licensed Group”
means, with respect to a particular Licensed Product, such Internal Users who
are permitted to be Developers for such Licensed Product, as set forth in the
License Certificate for such Licensed Product. By way of examples, if the License
Certificate for a Licensed Product states that the Licensed Group for such Licensed
Product (a) is a particular business unit within Customer, only an Internal
User within such business unit may be a Developer for such Licensed Product,
or (b) is unlimited, any Internal User of Customer may be a Developer for such
Licensed Product, in both cases subject to such additional limitations as are
otherwise set forth in this Agreement and the applicable License Certificate
(including any limitation on the number of Developers who may develop Licensed
Applications for such Licensed Product).
“Licensed Product”
means, collectively, Licensed Software that is licensed by Northwoods for use
by Customer under this Agreement and the related Documentation for such Licensed
Software.
“Licensed Software”
means any Northwoods’ computer software product licensed for use under
this Agreement, including any Updates of such computer software product that
may be supplied to Customer by Northwoods. The Licensed Software is identified
in the License-Specific Terms.
“Northwoods”
means Northwoods Software Corporation, a New Hampshire corporation, and its
successors and assigns.
“Object Code”
means, with respect to software, an encoded form of such software that allows
such software to be used on a computer, but which is not intended to allow such
software to be enhanced or otherwise modified.
“Development and Distribution License”
means a License permitting Customer to use a Licensed Product in accordance
with the provisions of Section 2.1.1(b) below and the further terms and conditions
of this Agreement.
“Redistributables”
means (a) the Object Code form of portions of the Licensed Software, which portions
are described as such in the Documentation and are usually provided as Dynamic
Link Libraries (DLL’s), tar files, zip files, JAR files, or obfuscated
javascript files (depending on the specific product), and (b) also the Source
Code or Object Code form of the Sample Code as originally supplied to, or as
modified by, Customer. For the avoidance of doubt, obfuscated javascript files
are considered to be Object Code and not Source Code.
“Sample Code”
means the Source Code version of the computer software supplied by Northwoods
and described as “sample code”
in the Documentation, which computer software is intended to illustrate how
to use the Licensed Software. For the avoidance of doubt, Sample Code is part
of the Documentation and not part of the Licensed Software.
“Source Code”
means, with respect to software, an encoded form of such software that allows
a software developer to enhance and otherwise modify such software and that
can be used, with certain software development tools, to produce Object Code.
“Trial Period”
means, with respect to an Evaluation License, a period of thirty (30) days following
the License Effective Date therefor or such longer period of time, if any, as
may be specified as the License Term for such Evaluation License in the License-Specific
Terms therefor.
“Update”
means any bug fix, correction, patch, workaround, enhancement, release, version,
or other update of a Licensed Product provided by Northwoods to Customer after
the initial delivery of such Licensed Product.

2.0 LICENSE PROVISIONS
2.1 License Grant and Restrictions

2.1.1 Subject to the further terms and conditions of this Agreement, Northwoods
grants to Customer a worldwide License to use each Licensed Product, as follows:

    Evaluation License. If the License is an Evaluation License, then:
        Customer may only use the Licensed Product for evaluation purposes; and
the License Term shall commence on the License Effective Date and shall continue
thereafter for the Trial Period, subject to termination of the License during
the License Term as otherwise set forth in this Agreement.
The Licensed Software may include a duration limitation that tracks the License
Term and may disable the Licensed Software when the License Term expires. If
Customer purchases a Development and Distribution License for the Licensed Product,
Northwoods will provide Customer with a software code which, when activated,
will deactivate any such duration limitation.
Development and Distribution License. If the License is a Development and Distribution
License, then:
the License Term shall commence on the License Effective Date and shall continue
thereafter for the period set forth in the License-Specific Terms, subject to
termination of the License during the License Term as otherwise set forth in
this Agreement;
the aggregate number of Developers who may use the Licensed Software to develop
Licensed Applications is specified in the License-Specific Terms;
the aggregate number of Licensed Applications that such Developer(s) may develop
is specified in the License-Specific Terms;
the Licensed Application End Users may be Internal Users or External Users;
and
the aggregate number of Licensed Application End Users who are authorized to
use each Licensed Application is not limited; and
for those Licensed Products that enable Licensed Applications to be accessed
via the Internet, the aggregate number of Licensed Domains from which Licensed
Application End Users may access any such Licensed Application is specified
in the License-Specific Terms.
For the avoidance of doubt, upon the expiration or earlier termination of the
License Term (unless, and then only to the extent that, the License Term is
renewed by Northwoods), (A) no further Licensed Applications may be developed,
and (B) with respect to any Licensed Application that was developed prior to
such expiration or termination, any Licensed Application End User who was using
such Licensed Application prior to such expiration or termination may continue
to use such Licensed Application after such expiration or termination, but no
other Licensed Application End Users or anyone else may use such Licensed Application.
The parties agree that, for purposes of this Agreement, all Licensed Products
shall be delivered by Northwoods to Customer in the State of New Hampshire.

2.1.2 Customer may make such number of copies of each Licensed Product as may
reasonably be required for Customer’s exercise of its License rights
and for archival purposes. Each such copy shall be and remain subject to all
usage and other restrictions applicable to such Licensed Product under this
Agreement. All such copies are and shall remain the sole property of Northwoods
and subject to this Agreement. All Intellectual Property Rights notices included
in such Licensed Product must be maintained in all such copies and may not be
altered or removed.

2.1.3 Customer is solely responsible for all hardware, infrastructure systems,
and third party software associated with operating the Licensed Software.

2.1.4 Except as may otherwise expressly be permitted by this Agreement, and
subject to such additional limitations and restrictions as are set forth in
this Agreement, CUSTOMER MAY NOT:

    use, copy, display, publish, or transfer any Licensed Product;
modify any Licensed Product, or create any derivative work of any Licensed Product;
reverse engineer, disassemble, decompile, or take any other action to derive
the Source Code form of any of the Licensed Software;
use any Licensed Product, nor permit any Licensed Product to be used, other
than by one or more Developers (the number of permitted Developers being specified
in the License-Specific Terms) to develop a Licensed Application;
rent, lease, transfer, sell, sublicense, or distribute any Licensed Product
thereof to any third party without the express written consent of Northwoods;
for the avoidance of doubt, no time-sharing or service-sharing use of any Licensed
Product by any third party is permitted;
use any Licensed Product to develop a Licensed Application unless Customer includes
substantial added value in such Licensed Application in addition to the Redistributables;
use any Licensed Product to develop a Licensed Application if such Licensed
Application would be competitive with such Licensed Product; nor
distribute any portion of any Licensed Product other than the Redistributables,
which may only be distributed in Object Code form and only as part of a Licensed
Application.

2.1.5 Except as otherwise set forth in this Section, the Licensed Software is
provided and may only be used in Object Code form. If the License-Specific Terms
expressly provide that any of the Licensed Software is being licensed with Source
Code rights, then such Licensed Software shall also be provided and may be used
in Source Code form. In such case, Customer:

may modify such Licensed Software and use the modified Licensed Software in
the same fashion, and subject to the same restrictions, as the unmodified Licensed
Software (however, for the avoidance of doubt, Customer shall not redistribute
any Source Code); and
shall defend, indemnify, and hold harmless Northwoods and its affiliates, and
its and their respective successors and assigns, and all of the respective officers,
directors, employees, stockholders, managers, members, agents, and representatives
of any of the foregoing (each, an “Indemnitee”) from and against any and
all claims, losses, damages, liabilities, costs, and expenses (including reasonable
attorneys’ and other professional fees) suffered or incurred by Northwoods
or any other Indemnitee that arise out of or relate to any modifications of
such Licensed Software made by Customer.

2.2 License Termination

2.2.1 With respect to each Licensed Product that is listed in a License Certificate,
the License of such Licensed Product shall commence on the License Effective
Date and shall continue thereafter for the applicable License Term, subject
to earlier termination as follows:

Customer may terminate such License at any time and for any reason by written
notice to Northwoods;
if Customer breaches any of its obligations under this Agreement, then such
License shall automatically terminate; provided, that, if such breach is curable,
then such License shall terminate if such breach is not cured by Customer within
thirty (30) days of notice from Northwoods; and
if Customer is declared bankrupt, becomes insolvent, or commences liquidation
or receivership proceedings, then such License may be terminated by Northwoods.

Upon termination of all License(s) granted under this Agreement, this Agreement
shall automatically terminate; provided, that the following provisions of this
Agreement shall survive any such termination: Sections 1.0 (to the extent that
any term defined therein is used in any other Section which survives such termination),
2.2.2, 2.3, 2.4, 3.2, 4.0, 5.0, and 6.0.

2.2.2 Upon the expiration or earlier termination of such License, Customer shall:

    immediately cease all use of such Licensed Product;
promptly destroy all copies (including tangible, electronic, magnetic, and other
copies) of such Licensed Product; provided, that to the extent that Customer
archives electronic information in the ordinary course of its business, Customer
shall not be required to destroy such electronic copies of such Licensed Product
as are so included in such archives, so long as such electronic copies are not
otherwise copied or used by Customer, and
promptly certify in writing to Northwoods that Customer has complied with its
obligations hereunder and is no longer using or in possession of any copy of
such Licensed Product.

2.3 Proprietary Rights

2.3.1 Each Licensed Product and all Intellectual Property Rights therein are
the exclusive property of Northwoods or its licensors. All rights in and to
each Licensed Product not specifically granted to Customer under this Agreement
are reserved to Northwoods.

2.3.2 Customer shall not alter or remove any Intellectual Property Rights notices
or any other legal notices contained on or in copies of any Licensed Product.
If Customer is permitted by Northwoods to make any copies of any Licensed Product,
Customer shall reproduce all such notices on or in all copies. The existence
of any copyright notice shall not constitute publication and shall not be construed
as an admission or presumption of publication of any Licensed Product.

2.3.3 All Updates of a Licensed Product provided by Northwoods (regardless of
any payments made by Customer therefor) shall belong to and be owned by Northwoods,
shall be considered to be part of such Licensed Product, and shall be licensed
to Customer on the same terms and conditions as are applicable to such Licensed
Product under this Agreement (including the License-Specific Terms).
2.4 Confidentiality

2.4.1 Customer agrees that each Licensed Product is confidential and proprietary
to Northwoods. Customer agrees to hold each Licensed Product in confidence and
not to disclose such Licensed Product without the prior written approval of
Northwoods, except:

to Customer’s Developer(s) to whom disclosure is necessary for Customer’s
permitted use of such Licensed Product, provided that (i) Customer shall ensure
that each such Developer agrees to comply with all of Customer’s obligations
under this Agreement, and (ii) the acts and omissions of Customer’s Developer(s)
shall be deemed to be the acts and omissions of Customer and Customer shall
be responsible therefor and for any breach of this Agreement caused thereby,
or
as required by applicable law, rule, or regulation, or by an order of a court
or governmental or law enforcement agency or other authority, each of competent
jurisdiction, provided that Customer shall have used reasonable efforts to secure
confidential treatment of any such information to be disclosed, or
that Customer may distribute Redistributables (in Object Code form) as part
of Licensed Applications as permitted by Section 2.1.

2.4.2 Customer shall take all reasonable steps to safeguard all copies of each
Licensed Product and ensure that no persons, whether or not authorized to have
access to a Licensed Product, shall take any action in violation of this Agreement.

3.0 LIMITED WARRANTY; WARRANTY LIMITATIONS AND DISCLAIMERS
3.1 Limited Warranty.

If the License is a Development and Distribution License, then Northwoods warrants
(the “Limited Warranty”) that the Licensed Software will, for a period of
thirty (30) days following the date on which the Licensed Software was first
delivered to Customer (the “Limited Warranty Period”), function substantially
as set forth in the Documentation therefor. The Limited Warranty is only for
the benefit of Customer. The Limited Warranty shall not apply to an Evaluation
License.
Customer’s sole and exclusive remedy for any breach of the Limited Warranty
shall be as follows:
If the Limited Warranty is breached, Customer must, during the Limited Warranty
Period, notify Northwoods in writing of the non-conformity in the Licensed Software
that constitutes the breach.
In the event such a notification is given to Northwoods during the Limited Warranty
Period, Northwoods will attempt to verify the non-conformity reported by Customer
and, if verified, ascertain the reason for the non-conformity and supply a correction
or bypass.
If Northwoods verifies the reported non-conformity but is unable to repair or
replace the defective Licensed Software, or determines that such repair or replacement
is impractical in Northwoods’ sole judgment, then Northwoods may terminate
the License by providing written notice thereof to Customer. Likewise, if Northwoods
verifies the reported non-conformity but fails to repair or replace the defective
Licensed Software within thirty (30) days after Northwoods’ receipt of
Customer’s notice of the breach, then, during the continuance of such
failure, Customer may elect to terminate the License by providing written notice
thereof to Northwoods. In the event of any such termination, Customer shall
comply with its obligations under Section 2.2.2 and, upon Northwoods’
receipt of Customer’s written certification pursuant to Section 2.2.2(c),
Northwoods shall refund to Customer the License fee paid by Customer for the
defective Licensed Product.
The Limited Warranty shall not apply if any breach of the Limited Warranty is
due to: (i) the use of the Licensed Software other than in accordance with the
Documentation; or (ii) any modification of the Licensed Software other than
an Update provided by Northwoods during the Limited Warranty Period.

3.2 Disclaimers.

All software contains errors, and Customer acknowledges that the use of any
software (including the Licensed Software) entails the likelihood of some human
and machine errors, omissions, delays, interruptions, and losses, including
inadvertent loss of data or damage to media, which may give rise to loss or
damage. Accordingly, NORTHWOODS MAKES NO WARRANTY THAT THE LICENSED SOFTWARE
IS ERROR-FREE.
NORTHWOODS ALSO MAKES NO WARRANTY THAT ANY LICENSED PRODUCT WILL MEET CUSTOMER’S
REQUIREMENTS.
EXCEPT FOR THE LIMITED WARRANTY (WHICH APPLIES ONLY TO A DEVELOPMENT AND DISTRIBUTION
LICENSE, AND NOT TO AN EVALUATION LICENSE), EACH LICENSED PRODUCT IS PROVIDED
“AS IS” AND NORTHWOODS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT
TO ANY LICENSED PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NORTHWOODS
DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
AND ANY OTHER IMPLIED WARRANTY ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY,
USE, OR PERFORMANCE OF ANY LICENSED PRODUCT.

4.0 LIMITATION OF LIABILITY

4.1 THE TOTAL LIABILITY OF NORTHWOODS UNDER THIS AGREEMENT (INCLUDING AS A RESULT
OF A BREACH OF ANY OF NORTHWOODS’ OBLIGATIONS HEREUNDER AND/OR FOR THE
DELIVERY, USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY LICENSED PRODUCT), WHETHER
ARISING IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER CLAIM OR ACTION,
SHALL BE LIMITED TO THE DIRECT LOSSES AND DAMAGES SUFFERED BY CUSTOMER THAT
ARE OTHERWISE RECOVERABLE UNDER THIS AGREEMENT, IN AN AMOUNT NOT TO EXCEED THE
LICENSE FEE PAID TO NORTHWOODS FOR SUCH LICENSED PRODUCT UNDER THIS AGREEMENT.

4.2 NORTHWOODS NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME ON
NORTHWOODS’ BEHALF, ANY LIABILITIES IN ADDITION TO THOSE LIABILITIES
OF NORTHWOODS SPECIFICALLY SET FORTH IN THIS AGREEMENT.

4.3 Except as otherwise expressly set forth in Section 3.1(b)(iii), ALL AMOUNTS
PAID BY CUSTOMER TO NORTHWOODS ARE NON-REFUNDABLE.

4.5 Customer is responsible for any and all uses of each Licensed Product (including
testing of the same to determine whether it does or does not meet Customer’s
requirements, and in the case of the Sample Code that any Open Source Software
referenced therein has acceptable license terms), and for the distribution and
use of any Redistributables as part of Licensed Applications. Customer agrees
that Northwoods shall have no liability or responsibility for any use of any
Redistributable as part of any Licensed Application, and Customer shall defend,
indemnify, and hold harmless Northwoods and all other Indemnitees from and against
any and all claims, losses, damages, liabilities, costs, and expenses (including
reasonable attorneys’ and other professional fees) that arise out of
or relate to any such uses.

4.6 Customer acknowledges that the limitations on Northwoods’ liability
set forth in this Agreement are a material part of the consideration payable
by Customer to Northwoods under this Agreement and that Northwoods would not
have entered into this Agreement without such limitations.

5.0 TAXES; GOVERNMENTAL RESTRICTIONS

5.1 Customer is solely responsible for any and all sales, use, and other taxes
and governmental charges applicable to this Agreement and/or each Licensed Product,
including the transfer of any media and/or data. Notwithstanding the foregoing,
in no event shall Customer be responsible for any taxes based on the net income
of Northwoods.

5.2 Customer may not export or otherwise use any Licensed Product or any Redistributable
except as authorized by United States law and the laws of the jurisdiction(s)
in which such Licensed Product or Redistributable is to be used. In particular,
but without limitation, no Licensed Product or Redistributable may be exported
or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the
U.S. Treasury Department's list of Specially Designated Nationals or the U.S.
Department of Commerce Denied Person’s List or Entity List. Customer
represents and warrants that Customer is not located in any such country or
on any such list.

5.3 If any Licensed Product is licensed to or for use by the U.S. Government
or any agency thereof, the following provisions shall apply: Such license and
usage rights include only those rights expressly set forth in this Agreement
(which are the rights customarily provided by Northwoods to the public) and
do not include any additional rights to use, modify, reproduce, release, perform,
display, or disclose any Licensed Product or Redistributable. All Licensed Software
and Redistributables are “Commercial Computer Software”, and all Documentation
is “Commercial Computer Software Documentation”, within the meaning of the
applicable civilian and military Federal acquisition regulations and any supplement
thereto. If a government agency has a need for rights not conveyed under these
terms, it must negotiate with Northwoods to determine if there are acceptable
terms for transferring such rights, and a mutually acceptable written addendum
specifically conveying such rights must be executed and delivered by Northwoods
and the government agency. The contractor/manufacturer is Northwoods Software
Corporation, 4 Water Street, Suite 101, Nashua, New Hampshire, USA.

5.4 All unpublished rights are reserved under the copyright laws of the United
States and all applicable foreign countries.

6.0 GENERAL PROVISIONS

6.1 Governing Law; Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws
of the State of New Hampshire, USA, without reference to its conflict of laws
principles. The provisions of the United Nations Convention on Contracts for
the International Sale of Goods are excluded.
The parties agree that, in the event of any action for enforcement of or breach
of this Agreement, the Federal and State courts of the State of New Hampshire
shall have exclusive jurisdiction over the enforcement of this Agreement, and
the parties specifically consent to, and agree that they are subject to, the
jurisdiction of such courts; provided, that Northwoods shall be entitled to
seek injunctive or other equitable relief in any court of competent jurisdiction.

6.2 Notices. Except as otherwise specifically set forth in this Agreement, all
notices and other communications required to be given under this Agreement shall
be in writing and shall be deemed to have been sufficiently given if sent by
registered or certified mail, return receipt requested, or by a nationally recognized
express courier. Any such notice (a) if given to Northwoods, shall be sent to
Northwoods at its address set forth on its web site (https://www.nwoods.com
or any successor thereto), or (b) if given to Customer, shall be sent to Customer
at its address set forth in the License-Specific Terms or such other address
as Customer may have notified Northwoods in writing.

6.3 Assignment. This Agreement is assignable by Northwoods. This Agreement is
not assignable, in whole or in part, by Customer without the prior written consent
of Northwoods, and any assignment or attempted assignment of this Agreement
(including an assignment by operation of law) by Customer without such consent
shall be void and shall also constitute a breach of this Agreement; provided,
however, that Customer may assign this Agreement to a purchaser or other acquirer
of all or substantially all of Customer’s assets or business if, within
thirty (30) days following such assignment, said purchaser or acquirer provides
Northwoods with written notice of such permitted assignment and a written certification
signed by the purchaser or acquirer agreeing to be bound by and perform all
of Customer’s obligations under this Agreement. This Agreement is binding
on and for the benefit of Customer and its permitted successors and assigns,
as well as Northwoods and its successors and assigns.

6.4 Enforceability. Each provision of this Agreement shall be valid and enforced
to the fullest extent permitted by law. If there is any conflict between any
provision of this Agreement and any statute, law, or governmental ordinance,
order, rule, or regulation, the latter shall prevail; provided, that any such
conflicting provision shall be curtailed and limited only to the extent necessary
to bring it within the legal requirements and the remainder of this Agreement
shall not be affected thereby.

6.5 Waiver. The failure of any party to enforce any term or condition of this
Agreement shall not constitute a waiver of such party’s right to enforce
such term or condition or any other term or condition of this Agreement, unless
waived in writing.

6.6 Force Majeure. Neither party will be liable for any failure to perform any
of such party’s obligations under this Agreement (excluding, however,
a party’s payment obligations) due to any causes beyond such party’s
reasonable control, including acts of God (including earthquakes and other natural
disasters), war, riot, embargoes, acts of civil or military authorities, fire,
flood, accident, and strikes. In the event of any such cause, the affected party’s
time for delivery or other performance will be extended for a period equal to
the duration of the delay caused thereby.

6.7 Interpretation. Section headings are inserted for convenience of reference
only and shall not affect the construction of this Agreement. The singular number
shall include the plural, and vice versa. Any use of the word “including”
will be interpreted to mean “including, but not limited to,” unless otherwise
indicated. References to any individual or entity shall be construed to mean
such individual or entity and his, her, or its successors in interest and permitted
assigns, as applicable.

6.8 Entire Agreement. This Agreement, including the License-Specific Terms,
(a) is the entire agreement between Northwoods and Customer with respect to
Northwoods’ license to Customer of the Licensed Product(s) and Customer’s
right to use the same, and (b) supersedes all prior agreements, covenants, understandings,
representations, warranties, and undertakings, whether written, electronic,
or oral, between the parties regarding such matters.

6.9 Amendments. This Agreement may only be amended by a writing duly executed
and delivered by each party.

6.10 Publicity. Northwoods shall be permitted to include Customer’s name
and logo in a list of Northwoods other customers on a Northwoods’ website.
Neither party may issue press releases including the other party’s name
without prior written consent of the other party.

Northwoods Software Corporation
4 Water Street, Suite 101, Nashua, NH 03060 US
Internet: https://www.nwoods.com
E-mail: GoSales@nwoods.com

Copyright © 1999-2021 Northwoods Software Corporation. All rights reserved.