These terms apply to Inversoft Software Products.

Inversoft License Agreement

THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into by and between Inversoft Inc., a Colorado corporation ("Company"), and you (either an individual or single legal entity) ("Licensee") to permit Licensee to use Company's software product in object code form ("Software") and related documentation ("Documentation") (the Software and Documentation are referred to collectively as the "Product"). An amendment or addendum to this Agreement may accompany the Software. The Licensee agrees to be bound by the terms of this Agreement by installing, copying, downloading or otherwise using the Software or clicking the "Accept" button if acquiring the Software on-line. If the Licensee does not agree to the terms of this Agreement, you may not install, copy, download or otherwise use the Software. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE "YOU" SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK THE "Accept" BUTTON AND YOU MAY NOT USE THE Product.

1. Definitions

Software means one or more of the following, the CleanSpeak™ Real-Time Filter, CleanSpeak™ Moderator, Gather, and/or Passport together with any Updates or Enhancements thereto.

Documentation means any written materials provided to Licensee by the Company relating to the Software or any information or materials made available by the Company online related to the Software.

Updates means any new version of the Software, which may include error corrections, Enhancements or both, issued by Company from time to time to its licensees.

Enhancements means any modification or addition to the Software that materially changes its utility, efficiency, function capability or application, but that does not solely consist of an error correction. Company may designate Enhancements as minor or major.

End-of-Life means canceling, suspending, or revoking Updates and/or Enhancements for a specific major version of the Software.
Fees mean all fees and expenses payable by the Licensee to Company in acquiring the Software and as applicable any support services as defined in Section 5.

Fees means the amount paid by Licensee for use of the Product. This amount is specified in a separate purchase agreement or specified during the online purchase made by Licensee. The Fees for an online purchase are defined on a monthly recurring basis.

2. License

Subject to Licensee's payment of the Fees and other terms and conditions of this Agreement, Company grants Licensee a limited, non-exclusive, non-transferable, license to install, execute, display and otherwise use the Product for Licensee's business purposes. The license includes the right to use the Software only on equipment owned or operated by Licensee unless Company otherwise agrees in writing. The license also includes the right of Licensee to make the number of copies of the Software reasonably required for authorized use under this Agreement, provided that Licensee maintain on all such copies all proprietary rights notices of the Software. Licensee shall not permit any affiliated entities or third parties to use, directly-access, copy, download, or install the Software for their own use. The Licensee hereby accepts the grant of such license and agrees to be bound by all conditions of this Agreement. The Software provided pursuant to this Agreement is NOT custom software specifically designed for Licensee or to meet any specific Licensee systems, applications or user functions. Company makes no representation to the Licensee that the Software will interface or otherwise function with Licensee's operating system or any third party systems or software utilized by Licensee.

3. Proprietary Rights

Licensee acknowledges and agrees that the Product contains proprietary and trade secret information of Company. Other than the limited license granted to Licensee under Section 2 of this Agreement, Company retains all ownership and proprietary rights in and to the Product, including any and all copies made by Licensee and any and all Updates or Enhancements. Licensee will have no right and will not, nor will it authorize or assist others to: (a) copy the Documentation, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Software or otherwise discern the source code of the Software except and solely to the extent permitted under applicable law notwithstanding this restriction, or (c) use the Software on a service bureau or time sharing basis or to provide services to third parties unless as otherwise specified in separate written materials provided by Company to the Licensee, or (d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Product or any of Licensee's rights therein, except such copying and transfer as expressly permitted in Section 2 of this Agreement.

4. Pricing and Payment

Licensee shall pay the Fees for the Product in U.S. dollars. If the Fees are a monthly recurring amount, the Licensee agrees that Licensor has the right to charge their credit card for the full amount of the monthly Fees until Licensee terminates this agreement as defined below. The Fees are exclusive of any and all taxes, and Licensee is responsible for payment of such taxes (excluding those based on Company's net income). Licensee agrees to hold harmless Company from all claims and liability arising from Licensee's failure to report or pay such taxes. Any unpaid portion of any Fees, or other fee, payable by Licensee to Company under this Agreement, as of the date of expiration or termination, shall be immediately due and payable upon its expiration or termination for any reason. Past due amounts shall be subject to a monthly service charge of one and one-half percent (1.5%) per month of the unpaid balance or the maximum rate allowable by law.

5. Support Services

The Fees do not include support, or any configuration or customization of the Software to Licensee's system and specifications or any other services. If Licensee desires support and maintenance, such services shall be defined in separate written materials and governed by Company's Support Services Agreement ("Services Agreement") listed below. If Licensee desires any additional services with respect to the Software, such services shall be defined in separate written materials and governed by Company's Service Agreement ("Services Agreement") listed below.

6. Limited Warranties; Disclaimer of Warranties

6.1. Warranty Period

Company warrants that the Software will perform substantially in accordance with the Documentation for a period of 60 days from the date of delivery of the Software to Licensee (the "Warranty Period"). Licensee's sole and exclusive remedy for breach of this warranty shall be to notify Company within the Warranty Period, detailing the nonconformance, and to provide Company with a reasonable opportunity to correct or replace the defective Software. If Company fails to remedy such breach within a reasonable time period after receipt of Licensee's notice, Licensee shall be entitled to terminate this Agreement (including the license) and obtain a refund of the Fees paid to Company. This limited warranty shall be void if Company determines that the Product has been used other than in accordance with the Documentation, abused, modified, altered or otherwise subjected to damage from accident or acts of nature. Licensee agrees to comply with Company's reasonable instructions with respect to the alleged defective Product, which may include return of the defective Product at Company's expense.

6.2. Warranty Disclaimer


6.3. Licensee Responsibilities

Licensee is solely responsible for proper configuration of all hardware and other equipment and all databases and other software used with the Software.

7. Intellectual Property Indemnity

7.1. Indemnity

Licensee agrees to defend, indemnify, and hold harmless Company from and against any violation of any applicable laws or regulations by Licensee or any of its agents, officers, directors, or employees.

7.2. Infringement

Company will defend Licensee from any claim or action ("Claim") brought or made by a third party against Licensee, and will pay any settlements agreed to by Company or judgments finally awarded against Licensee in favor of the third party resulting from such Claim, to the extent based upon any claim that the Product infringes any valid United States patent, copyright or trade secret, provided that Licensee: (a) promptly notifies Company in writing of any such claim; (b) gives Company full authority and control of the settlement and defense of the claim; and (c) fully cooperates with Company in the defense of such claims, including providing adequate assistance and information at Company's expense.

7.3. Modifications and Improper Use

Company will have no obligation to Licensee for any Claim that arises from: (a) any modification to the Product by anyone other than Company; (b) modifications made by Company at Licensee's request; (c) use of the Product other than as specified in this Agreement or in the applicable Documentation; (d) use of prior versions of the Product after an Update has been provided by Company to Licensee; or (e) use of the Product in combination with third-party software, hardware or data.

7.4. Claims

If a Claim arises, or in Company's opinion is likely to arise, Company may at its own expense obtain for Licensee the right to continue using the Product, modify the Product to make it non-infringing, or substitute other Product of similar capability and functionality. If none of these options are reasonably available to Company, Company may terminate this Agreement and refund to Licensee the Fees paid for the infringing Product, less a reasonable charge for Licensee's use of the Product prior to such termination. THIS SECTION 7 STATES THE ENTIRE OBLIGATION OF COMPANY AND THE EXCLUSIVE REMEDIES OF LICENSEE WITH RESPECT TO ANY CLAIMS OF INFRINGEMENT OR PROPRIETARY RIGHTS VIOLATIONS.

8. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR BE LIABLE TO ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each party's entire liability under this Agreement for any damages from any cause whatsoever, regardless of form or action, whether in contract, negligence or otherwise, shall in no event exceed an amount equal to the Fees paid by Licensee. Notwithstanding the foregoing, the use of Company's intellectual property beyond the scope of the license expressly granted is acknowledged and agreed to be outside the subject matter of this Section 8.

9. Confidential Information

Each party agrees to keep confidential and to use only for purposes of performing or as otherwise permitted under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement which is marked as confidential or which would reasonably be considered of a confidential nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed. Notwithstanding any of the foregoing, Licensee acknowledges and agrees that the Product shall be deemed to constitute confidential information of Company. Each party agrees to maintain all Confidential Information of the other party in confidence to the same extent that it protects its own similar Confidential Information and to use such Confidential Information of the other party only for the purpose of exercising its rights and performing its obligations hereunder. Each party agrees to take reasonable precautions to prevent any unauthorized disclosure or use of confidential information of the other party, including, without limitation, by disclosing such confidential information only to its employees or agents (a) with a need to know such information, (b) who are parties to appropriate agreements or confidentiality obligations sufficient to comply with this Section, and (c) who are informed of the nondisclosure/non-use obligations imposed by this Section, and the receiving party will take appropriate steps to implement and enforce such non-disclosure/non-use obligations. Upon any termination of this Agreement, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.

10. Term and Termination

10.1 Term and Termination

This Agreement shall become effective on the last date executed by either party (the "Effective Date") and shall continue in effect for one year or until otherwise terminated as provided herein. Either party may terminate this Agreement by giving the other party written notice of such termination upon the other party's breach of any material term (subject to the breaching party's right to cure within 15 days after receipt of such notice), the other party's insolvency, making an assignment for the benefit of creditor, receivership, or the institution of any similar proceedings by or against the other party. Furthermore, the Licensee may cancel this agreement if the Fees are monthly recurring Fees, resulting from an online purchase of the Product, by clicking the Cancel button from the Licensee’s account page on Licensor’s website.

10.2 Effect of Termination

Upon termination of this Agreement, the license granted to Licensee under this Agreement will revert to Company and Licensee will cease all use of the Product. Within ten (10) business days of termination, Licensee will destroy or deliver to Company all copies of the Product or any portion thereof in Licensee's possession or under its control, and an officer of Licensee will certify to Company such destruction or delivery. Licensee's failure to comply with the obligations of this Section will constitute unauthorized use of the Product, entitling Company to equitable relief as provided in this Agreement and other legal and equitable remedies. Sections 4, 7, 8, 9, 10.2, 12, 13, 14 and 15 shall survive any expiration or termination of this Agreement.

10.3 End-of-Life Termination

The Company reserves the right to End-of-Life the Software in its sole and absolute discretion. Company will notify Licensee in writing at least six (6) months prior to any such event and specify the date that the End-of-Life event will occur. If Company chooses to End-of-Life the Software and complies with the foregoing obligation, this Agreement will be terminated on the End-of-Life date specified by Company. Licensee shall not incur any additional charges with respect to the Software after the End-of-Live event, but will still be liable for any fees previously incurred. To the extent that the Licensee has prepaid Fees, the Company shall provide Licensee with either (i) a pro-rata refund of the Fees for any portion of the remaining term beyond the six (6) month notification period or (ii) allow the Licensee to continue to use the Software until the end of the current term.

11. Force Majeure

Neither party shall be liable to the other for any performance delay or failure to perform hereunder, exclusive of payment obligations, due to any act, omission or condition beyond the reasonable control of the affected party, provided the affected party gives prompt notice to the other and makes reasonable efforts to resume performance as soon as possible.

12. System Installation and Tampering

12.1 System Installation

The Company does not provide any installation services, unless as otherwise set forth in a separate services agreement. It is the responsibility of the Licensee to provide the operating system and any other equipment required to operate the Software or as specified in the Documentation. The Company reserves the right to change or modify the operating system and any other equipment required to operate the Software at any time and at its sole discretion. Licensee shall be solely responsible for installation of the Software, data conversion, data entry and verification of data. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OF THE SOFTWARE BASED ON THE LICENSEE'S ACTUAL OPERATING SYSTEMS AND THIRD PARTY SOFTWARE INCLUDING, BUT NOT LIMITED TO, VIRTUAL MACHINES, LIBRARIES AND/OR HARDWARE. Notwithstanding, to the extent that the Company changes or modifies the operating system or other equipment required in order to operate the Software, the Company shall use commercially reasonable efforts to provide Licensee with six (6) months prior notice of such change.

12.2 System Tampering

Under no circumstances shall the Licensee or its employees, or third parties exercising Licensee's rights on Licensee's behalf, modify, decompile, disassemble or otherwise reverse engineer the Software. The Licensee shall be responsible for any breaches or violations of this Agreement by its employees or other such third parties. If the Licensee notifies the Company of an error or malfunction in the Software which, after investigation by the Company, is determined to have been caused by any unauthorized modifications, this License is voidable at the option of the Company and voids any warranties, expressed or implied, thereto. At a minimum, however, the Licensee shall reimburse the Company, at its then current rates, for all costs incurred by the Company in investigating and correcting such error or malfunction.

13. Advertising

The Company may not use Licensee's name, trademark, logo (or other ancillary material provided to it by Licensee) for advertising purposes without Licensee's prior written approval. The Company will not to use Licensee's name, trademark, logo or other ancillary material provided to it by Licensee in any manner which may harm the business or reputation of Licensee.

14. Third Party Software

Licensee acknowledges that the Software may contain or be accompanied by certain third party or open source software products which may be provided subject to licenses which disclaim all warranties, express or implied, including, without limitation, the Apache License, the General Public License, and other licenses ("Third Party Components"). THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT, STATUTORY OR BY OPERATION OF LAW) WITH RESPECT TO THIRD PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR SUITABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Third Party Components may be accompanied by certain notices or license documentation relating to such Third Party Components (collectively, the "Third Party Notices"). Licensee shall comply with the terms of all Third Party Notices governing Licensee's use of such Third Party Components.

15. Miscellaneous

This Agreement constitutes the entire agreement of the parties, and supersedes any prior or contemporaneous agreements between the parties, with respect to the subject of this Agreement. Except as otherwise expressly provided, this Agreement may be modified only by a writing signed by an authorized representative of each party. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado exclusive of its conflict of laws principles. Any dispute arising under or relating to this Agreement will be resolved in the state or federal courts in Denver, Colorado, and the parties hereby expressly consent to jurisdiction therein. The prevailing party shall be awarded its reasonable attorneys' fees and costs in any suit or proceeding arising out of or related to this Agreement. Notices under this Agreement shall be in writing, and shall be deemed given when delivered personally, or by facsimile (with confirmation of receipt), conventional mail (registered or certified, postage prepaid with return receipt requested) or overnight courier. Nothing contained in this Agreement is intended or is to be construed to create a partnership, joint venture or agency relationship. If any provision of this Agreement shall be declared invalid, illegal or unenforceable, all remaining provisions shall continue in full force and effect. Licensee may delegate, assign or transfer this Agreement, or any of its rights and obligations under this Agreement, only by a writing signed by an authorized representative of each party. Nothing in this Agreement shall be construed to limit or delay Company's ability to seek immediate relief at law or in equity for any breach by Licensee of the license. No waiver of any rights hereunder shall be deemed to be a waiver of the same or other right on any other occasion.

Inversoft Support Agreement

THIS SUPPORT AGREEMENT ("Support Agreement") APPLIES ONLY WHEN AGREED UPON BY COMPANY AND LICENSEE IN SEPARATE WRITTEN MATERIALS and provides the terms and conditions for the Company's provision of Support Services to Licensee for the Product, as defined in the Software License Agreement above. All terms not otherwise defined in this Support Agreement have the meanings provided in the License Agreement.

1. Definitions

Enhancements means any modification or addition to the Software that materially changes its utility, efficiency, function capability or application, but that does not solely consist of an Error Correction. Company may designate Enhancements as minor or major.

Error means any reproducible failure of the Software to conform in any material respect with the Documentation.

Error Corrrection means either a bug fix, work-around, patch, or other modification or addition that corrects an Error or a procedure or routine that avoids the practical adverse effect of an Error.

Priority A Error means an Error which renders Software inoperative or causes a complete failure of the Software.

Priority B Error means an Error which substantially degrades the performance of Software or materially restricts Licensee's use of the Software.

Priority C Error means an Error which causes only a minor impact on the Licensee's use of Software.

Support Services means Company support services as described in Section 2 of this Support Agreement.

Technical Support means technical support assistance provided by Company by telephone, through email, or through any other online communication mechanism to the Technical Support Contact concerning the installation and use of the then-current release of Software.

Technical Support Contact means the person(s) designated by Licensee below (or as otherwise identified by Licensee) as responsible for communications with Company regarding Support Services hereunder.

Update means any new version of the Software, which may include Error Corrections, Enhancements or both, issued by Company from time to time to its licensees.

Operating Environment means the computer software, hardware, systems and networks through which or on which the Software will be installed and run by Licensee. Current minimum server requirements for the Software are set forth in the Documentation to the License Agreement.

2. Support Services

Support Services consist of (i) Error Corrections and Technical Support provided to the Technical Support Contact regarding the installation and use of the Software, and (ii) periodic delivery of Updates when Company makes such Updates commercially available to its licensees. Telephone, E-mail, Verbal and Internet-based support shall only be available during Company's regular business hours in Colorado. Such support will be given (i) to answer routine questions regarding the use of the Software; (ii) to assist Licensee in identifying and reporting Errors which may need corrections; (iii) to assist Licensee in identifying and reporting new features and functional improvements that may warrant the development of an Update or Enhancement; and (iv) to provide work-around solutions when reasonably available. Support Services cover only, and Licensee is responsible for obtaining Operating Environments designated by Company in the Documentation. If additional implementation services are required due to any incompatibility between Licensee's Operating Environment and the Software and if Licensee requests Company to perform other services and Company agrees to provide such additional services ("Additional Services"), these shall be provided by Company for additional fees as mutually agreed by the parties through the Services Agreement below and separate written materials. At Licensee's request, Company will provide a written quote for rates or fees for specific Additional Services. Company will not be responsible for providing Support Services for any version of the Software other than the then-most recent release of the Software, except that Company will provide Licensee with Support Services for a reasonable period of time to allow Licensee to implement the most recent Update, not to exceed 6 months.

3. Term and Termination

3.1 Support Services shall be provided for a term of 1 year commencing on the Support Effective Date designated below. Support Services shall be automatically renewed each year for an additional 1 year term unless terminated by either party as provided herein or unless the License Agreement terminates for any reason, in which case this Support Agreement will automatically terminate.

3.2 Either party may terminate this Support Agreement at the end of the original term or at the end of any renewal term by giving written notice to the other party at least 30 days prior to the end of such term.

3.3 Company may terminate this Support Agreement or suspend Support Services if Licensee fails to make payment as provided under this Agreement or breaches this Support Agreement and such breach is not remedied within 30 days after Licensee receives notice of the breach.

4. Error Priority Levels

4.1 Company shall exercise commercially reasonable efforts to correct any sufficiently identified Error reported in writing by Licensee's Technical Support Contact in accordance with the priority level reasonably assigned to such Error by Company.

a) In the event of (i) a crash of Licensee's computer network causing a critical impact to business operations that Licensee reasonably believes is due to an Error in the Software or (ii) Priority A Errors, Company will promptly commence verification of the Error and, upon verification, will initiate work to provide Licensee with an Error Correction. Company will provide Licensee with periodic reports on the status of the Error Correction.

b) In the event of Priority B Errors, Company shall exercise commercially reasonable efforts to include the Error Correction for the Error in the next regular Software Update.

c) In the event of Priority C Errors, Company may include the Error Correction for the Error in the next Update of the Software.

4.2 If Company believes that a problem reported by Licensee may not be due to an Error in the Software, Company will so notify Licensee. At that time, Licensee may (i) instruct Company to proceed with problem determination at Licensee's possible expense as set forth below or (ii) instruct Company that Licensee does not wish Company to pursue the problem. If Licensee requests that Company proceed with problem determination at Licensee's possible expense and Company determines that the error was not due to an Error in the Software, Licensee shall pay Company, at Company's then-current and standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred by Company. If Licensee instructs Company that it does not wish the problem pursued at its possible expense or if such determination requires efforts in excess of Licensee's instructions, Company may, at its sole discretion, elect not to investigate the problem with no liability therefore.

5. Exclusions

5.1 Company shall have no obligation to support:

a) altered, damaged or modified Software or any portion of the Software incorporated with or into other software, except for modifications or alterations provided as a result of Service or Support provided by Company; or

b) Software that is not the then current release (except as provided in Section 2 above); or

c) Software problems caused by use of or changes to third party software with which the Software is used; or

d) Software problems caused by Licensee's negligence, abuse or misapplication, use of Software other than as specified in the Documentation (including incompatible operating environments and systems, unless Services have been specifically provided to make the Software compatible with such operating environments), accidents, acts of nature or other causes beyond the control of Company.

e) Software problems caused by conditions beyond the Company's reasonable control, such as environmental and natural disasters, strikes, acts of war, viruses introduced by parties other than Company, etc.

5.2 Company shall have no liability for any changes in Licensee's hardware which may be necessary to use Software due to an Update (including any Error Correction).

5.3 In addition to warranty disclaimers provided in the License Agreement, Company does not warrant or represent that every reported problem can or will be resolved to the satisfaction of Licensee and does not warrant uninterrupted or error free operation of the Software or any other product or service provided by Company.

6. Limitation of Liability

This Agreement does not create a warranty of any kind. THE COMPANY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, IMPLIED OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO THE SOFTWARE AND SERVICES PROVIDED UNDER THIS SUPPORT AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF DESIGN, MERCHANTABILITY OR FITNESS. Company's entire liability for damages from any cause of action whatsoever relating to this Support Agreement shall be limited to the amount paid by Licensee for the Support Services for the applicable year. Company's liability shall be further limited as provided in the License Agreement.

Inversoft Services Agreement

THIS SERVICES AGREEMENT ("Services Agreement") APPLIES ONLY WHEN AGREED UPON BY COMPANY AND LICENSEE IN SEPARATE WRITTEN MATERIALS and provides the terms and conditions for certain Product development Services by Company to Licensee related to Licensee's use of the Product, as defined in the Software License Agreement above. All terms not otherwise defined in this Services Agreement have the meanings provided in the License Agreement.

1. Services to be Provided

Company agrees to provide the services ("Services"), and Licensee agrees to pay the Fees. If any onsite visits to the Licensee's business or operations locations are necessary, Licensee agrees to provide Company with reasonable access to the location, licensed equipment and other parts of Licensee's system as may be necessary or appropriate. Company will use commercially reasonable efforts to perform the Services for Licensee in accordance with the schedule specified in separate written materials.

2. Term and Termination

2.1 This Services Agreement shall remain in effect until the earlier of (a) completion of the Services, (b) termination of this Services Agreement as provided herein, or (c) any termination of the License Agreement. Either party may terminate this Services Agreement by giving to the other party written notice of such termination upon the other party's material breach of any material term of this Services Agreement (subject to the other party's right to cure within 30 days, or in the case of nonpayment 10 days, after receipt of such notice).

2.2 Upon any termination of this Services Agreement, Company shall have no further obligation to perform Services for Licensee. Termination of this Services Agreement will not relieve Licensee of its obligations to pay all Fees, other charges and expenses that accrued prior to such termination.

3. Fees and Payment

Unless otherwise specified in separate written materials, Company will periodically invoice Licensee for fees and other charges and reimbursable expenses for the Services. Invoices will be due and payable within 30 days of invoice date. All amounts payable hereunder are exclusive of any and all taxes, and Licensee is responsible for payment of all such taxes (excluding taxes based on Company's net income). Licensee will have no right to set off any amounts from its payment to Company for any reason. Payment received by Company after the due date shall be subject to a late fee equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law.

4. Limitation of Liability

Company's liability for damages from any cause of action whatsoever relating to this Services Agreement shall be limited to the amount paid by Licensee for the Services out of which the liability arose. Company's liability shall be further limited as provided in the License Agreement.

5. Proprietary Rights

Unless otherwise expressly agreed to in writing, Company and Licensee agree that any and all deliverables provided to Licensee ("Deliverables") or other results of the Services shall be owned exclusively by Company including all intellectual property and proprietary rights therein. Licensee shall have only a non-exclusive license to the Deliverables pursuant to the license to the Software granted in the License Agreement.