CENDIO END USER LICENSE AGREEMENT 3.1 IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. INSTALLING OR USING CENDIO SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. This License Agreement ("License") is entered into by you, the Licensed User or representative of the Licensed User ("Licensee") and Cendio AB. THIS IS A LICENSE AND NOT A SALE 1. License 1.1 Subject to the terms and conditions of this License, Cendio grants solely for use by Licensee a non-exclusive, non-transferable license to use the software programs ("Program(s)") and related user guides ("Documentation") solely for its own internal business purposes, including for the provision of offering hosting solutions where you remain the Licensee, at the site specified in the applicable Cendio business records and solely in accordance with the accompanying Documentation. 1.2 All proprietary rights and trade secrets in the Program(s) and the Documentation, and all copies (in whole or part) shall be the exclusive property of Cendio (and its licensors), and are protected by copyright laws and international treaty provisions. Licensee shall have no right, title, or interest therein except for the rights expressly granted under this License. 1.3 Licensee may not use, copy, alter, merge, adapt, modify, rent, or lease the Program(s) or the Documentation, or any copy thereof, in whole or in part, except as expressly provided in this License or under applicable statutes. 1.4 Licensee acknowledges that the Program(s) contains certain third party software for which Cendio has obtained the right to sub-license to Licensee under all the terms hereof save as set out expressly in the license agreements accompanying such products. 1.5 The Program(s) may consists of software that provide services on a computer ("Server Program(s)") and software that allows a computer to access or utilize the services provided by the Server Program(s) ("Client Program(s)"). The Licensee must have user licenses provided by Cendio ("User License(s)") corresponding to the number of physical persons that have Server Program(s) or that have other software that is being monitored by the Server Program(s), running on behalf of said person ("Concurrent User(s)"). A non-human operated device shall be counted as a Concurrent User in addition to all individuals whenever such a device accesses the Server Program(s). 1.6 User License(s) may be perpetual or limited to an expiration date ("Expiration Date"). After the Expiration Date, if any, the Licensee is no longer entitled to use any of the User License(s). 1.7 A User License(s) is valid for the version of the Server Program(s) specified in the User License(s) and any older versions of the same Server Program(s). The User License(s) is also only valid for one specific installation of the Server Program(s). Two separate installations, even by the same legal entity, require separate User Licenses. 1.8 The Licensee may reassign one or more User License(s) to a different installation any number of times. A User License may only be used on a single installation of the Server Program(s) at a time. 1.9 If the Licensee has no valid User Licenses, then the Licensee may utilize the Server Program(s) for up to ten (10) Concurrent Users. Where the Licensee uses the Program(s) without a valid User License, the warranty referenced in Section 4.1 and the indemnity in Section 6 is no longer applicable. 1.10 The Client Program(s) may be redistributed, free of charge, provided all copyright notices and the terms of this License are not altered in any way or removed. 1.11 Cendio provides no maintenance or support of the Program(s) under this License. 2. Open Source Software 2.1 The Program(s) may include certain third party open source and free software components ("Open Source Components"), each of which has its own copyright and its own license conditions ("Open Source License"). A list of included Open Source Components and their respective licenses can be found in the open_source_licenses.txt file. 2.2 Upon request Cendio will deliver all the corresponding source code for the Open Source Components at the cost of postage charges incurred. This offer to obtain the source code is valid for three years from the date you acquired these Program(s). 2.3 To the extent any Open Source License grants the Licensee rights to use, copy or modify the Open Source Component that are broader than the rights granted in Section 1, then such rights shall take precedence over the rights and restrictions granted in this License solely for such Open Source Components. 2.4 The Open Source Components are provided "as is" by the third party licensors who disclaim all liabilities, damages, (even if they have been advised of the possibility of such damages), warranties, indemnities and other obligations of any kind, express or implied, with regard to the Open Source Components. The Open Source Components are excluded from any indemnity provided by Cendio in this License. Nothing in the foregoing affects any performance warranty provided by Cendio with regard to the Program(s) as a whole. 3. Confidentiality 3.1 Confidential Information. "Confidential Information" shall mean printed or electronically recorded matter, business information, pricing and terms, the Programs, Documentation, technical information, algorithms, source code, of the Programs, future plans, product road maps, know-how, trade secrets, and other information of a non-public nature that is known or used by a party. Confidential Information includes information generated as a result of the activities of the parties hereunder, as well as background information owned by a party prior to the date hereof and made available to the other party hereunder, whether disclosed in writing or orally, that is marked "confidential" or should be deemed by its nature to be confidential. Confidential Information shall at all times for Programs, and during the 5 (five) year period from the date of disclosure for other Confidential Information, be held confidential. Neither party shall disclose, directly or indirectly, any Confidential Information of the other party to any third person, firm or corporation without the prior written consent of the other party. Each party shall use protective measures no less stringent than that party uses to protect its own similar proprietary information, which protective measures shall under all circumstances be at least reasonable measures designed to ensure the continued confidentiality of the Confidential Information. The restrictions on disclosure of Confidential Information do not extend to any item of information which (i) is or becomes publicly known without breach of this License, (ii) is lawfully received by the receiving party from a third party not bound to keep such information confidential, whether by contract or law, (iii) is published or otherwise made known to the public by the disclosing party, or (iv) is generated independently by the receiving party. Either party may disclose Confidential Information required to be disclosed pursuant to a subpoena or as otherwise required by law or regulation, provided that prior written notice of such disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek a protective order. 4. Limited Warranty and Disclaimer 4.1 Cendio warrants that the Program(s) will operate substantially as set forth in the accompanying Documentation for a period of 90 (ninety) days following delivery of the Program(s) to Licensee. 4.2 Cendio warrants that prior to delivery of the Program(s) to Licensee, Cendio has used commercially reasonable efforts to prevent the Program(s) and any modified or enhanced versions of the Program(s) prepared by, or at the direction of, Cendio from being infected with, any "worms", "viruses", "Trojan Horses", "protect codes", "data destruct keys" or other programs or programming devices that might be used to access, modify, delete or damage the Program(s), or other software, computer hardware or data of Licensee. 4.3 Licensee's sole and exclusive remedy for breach of any of the above warranties shall be, at Cendio's option, the repair or replacement of the Program(s) or the media, or the refund of the license fee paid by the Licensee, reduced by a reasonable depreciation based on the time the Program(s) have been in use. 4.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4 AND NOTWITHSTANDING ANY OTHER TERMS IN THIS LICENSE, CENDIO MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE PROGRAM(S) OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CENDIO DOES NOT WARRANT THAT ANY PROGRAM(S) WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY EXIST IN ANY PROGRAM(S) CAN BE CORRECTED. 5. Limitation on Liability 5.1 IN NO EVENT SHALL CENDIO BE LIABLE FOR ANY LOSS OF PROFITS, USE, BUSINESS, DATA OR INFORMATION, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES RESULTING FROM LOSS OF ANTICIPATED SAVINGS OR LOST DATA, EVEN IF CENDIO HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY AND ALL CLAIMS BY ANY THIRD PARTIES. THE AGGREGATE LIABILITY OF CENDIO HEREUNDER WHETHER IN CONTRACT OR IN TORT SHALL IN NO EVENT EXCEED THE LESSER OF THE FEES PAID BY LICENSEE OVER THE PRECEDING 12 (TWELVE) MONTHS OR $100,000 (ONE HUNDRED THOUSAND DOLLARS). 6. Indemnity 6.1 Cendio shall indemnify Licensee for any claim, demand or cause of action by a third party ("Demand") to the extent that it is based upon a claim that the Program(s) infringe any patent, trademark, or Berne Convention copyright, or that the Program(s) misappropriate any trade secret of any third party within the country in which the site is located. The foregoing indemnification is conditioned on Licensee notifying Cendio promptly in writing of such Demand, Licensee giving Cendio sole control of the defense thereof (and any negotiations for settlement or compromise thereof), and Licensee cooperating in the defense thereof at Cendio request and expense, provided that Licensee may, at its own expense, assist in such defense if it so chooses. Cendio, at its sole option and expense may: (a) procure for Licensee the right to continue using the Program(s); or (b) substitute a non-infringing version of the Program(s) so that the Program(s) become non-infringing and still conform to the applicable specifications; or (c) return the license fee paid by Licensee hereunder for the Program(s), less an amount equal to straight line depreciation of the Program(s) over four years, and Licensee shall immediately return the Program(s) to Cendio. Licensee shall not incur any costs or expenses on behalf of Cendio under or pursuant to this Section without Cendio's prior written consent. 6.2 Cendio shall have no liability to Licensee for any Demand by a third party alleging infringement or misappropriation based upon (a) any use of the Program(s) in a manner other than as permitted in this License; or (b) any use of the Program(s) in combination with any product not provided by Cendio, to the extent that such Demand is directed against the combination. Notwithstanding the foregoing, no indemnification is given in relation to Open Source Components. The licensors of any third party software may extend indemnities which are to be found in the third party licenses referred to in 1.4 above. THE FOREGOING STATES THE ENTIRE LIABILITY OF THE PARTIES AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEMANDS. 7. Termination 7.1 Cendio may terminate this License immediately upon written notice to Licensee if Licensee breaches the provisions of Section 1 (License). Either party may at its option terminate this License immediately upon written notice in the event that the other party: (a) breaches any term of this License, which breach remains uncured for a period of 30 (thirty) days after written notice of such breach to the other party; or (b) becomes insolvent or asserts that it is insolvent, fails to pay its general obligations as they become due, institutes or has instituted against it any proceeding, arrangement, receivership or assignment for the benefit of creditors, or files or has filed against it any petition under applicable bankruptcy laws. 7.2 ON TERMINATION OF THIS LICENSE FOR ANY REASON LICENSEE SHALL CEASE USING THE PROGRAM(S) AND THE DOCUMENTATION AND ALL COPIES OF THE SAME SHALL BE IMMEDIATELY RETURNED TO CENDIO UPON WRITTEN REQUEST. 7.3 The operation of Clauses 3, 4, 5, 7 and 8 shall survive the termination of this License. 8. General 8.1 The Program(s) is subject to laws and regulations of the United States and European Union that restrict its export. Licensee agrees not to export or "re-export" (transfer) the Program(s) unless all applicable United States, European Union and other relevant government export controls and approvals have been complied with. 8.2 Cendio licenses products for ultimate end use by federal government agencies and other federal government customers ("federal government customers") only under the following conditions. Rights granted herein include only those rights customarily provided to end use customers of Program(s) and Documentation as defined in this License. This customary commercial license in software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a federal government or other public sector customer has a need for rights not conveyed under these terms, it must negotiate with Cendio to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written agreement specifically conveying such rights must be executed by both parties. To the extent that Licensee sublicenses Program(s) pursuant to the terms and conditions of the License to any sub-licensee that is a federal government agency or other federal government customer, Cendio will accept only the following subcontract or flow-down provisions: FAR 52.222-26, "Equal Opportunity"; FAR 52.222-35, "Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era"; and FAR 52.222-36, "Affirmative Action for Workers with Disabilities." Any additional subcontract or flow-down provisions, including any provisions imposed by federal, state, local or other governmental or quasi-governmental entities, must be negotiated between the parties and reflected in a mutually acceptable written agreement executed by both parties. 8.3 Cendio and its licensors shall have the right to conduct an audit of (and to copy) Licensee's records on reasonable notice and not more than once in each twelve month period to verify that Licensee is complying with the terms hereof. In the event that an underpayment is revealed as the result of such audit Licensee shall immediately upon being so requested by Cendio pay such underpayment together with the costs of any such audit. 8.4 If one or more provisions of this License are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this License to the minimum extent required so that this License shall otherwise remain in full force and effect and enforceable in accordance with its terms. 8.5 This License shall be governed by and construed in accordance with Swedish law. Any dispute, controversy or claim arising out of or in connection with this License, or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of a sole arbitrator. The place of arbitration shall be Linköping. The language to be used in the arbitral proceedings shall be English. If the dispute, inclusive of any counterclaims, claims for set-off and interest should comprise of an amount less than $200,000 (two hundred thousand dollars), exclusive of VAT, the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall be applied. 8.6 Licensee agrees that this License is the complete and exclusive statement of the mutual understanding between the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this License. It may not be modified or waived except in writing signed by authorized representatives of both parties. 8.7 All notices under this License shall be in writing, and shall be deemed delivered 5 (five) days after sending in the case of notices sent by post or 24 (twenty-four) hours after sending in the case of notices by email. 8.8 Licensee shall not assign, transfer, or sublicense any obligations or benefit under this License without the prior written consent, which shall not be unreasonably withheld, of Cendio (and any such attempt shall be void). Cendio may assign this License in whole or in part. 8.9 The Program(s) are not specifically developed or licensed for use in any nuclear, aviation, mass transit or medical application or in any other inherently dangerous applications. Neither Cendio nor its suppliers shall be liable for any claims or damages arising from such use and Licensee agrees to indemnify and hold harmless Cendio and its suppliers from any claims for losses, costs, damages, or liability arising out of or in connection with such use of the Program(s).