Opait Software LICENSE AGREEMENT - End User

The parties hereto agree as follows:

1. LICENSE GRANT: Pursuant to this License Agreement (the "License Agreement"), Opait Corporation ("Opait") grants you the following non-exclusive, non-assignable, non-transferable, limited license rights to the software specified on the Opait Software Inc, Order Agreement (the "Order Agreement") or the software you are currently installing for a period of one year (365 days) unless otherwise noted, in machine-readable object code form only, any installation routines including license key codes, and the technical specifications, user documentation and training materials associated therewith (the "Documentation") (collectively, the "Software"), subject to the terms and conditions set forth herein.

   (a) Server License. You may install and Use (as defined below), on a term basis (subject to Section 7 below), one copy of the Software or the number of copies of Software specified in the Order Agreement on a term basis which is for one year (365 days). If you do not purchase a term extension prior to the expiration of the then-current term, then at the end of such term this License Agreement (including any licenses granted hereunder) and the Order Agreement shall be terminated pursuant to Section 7 below and you must abide by all provisions stated therein.

   (b) Single Named User License. The Software is licensed to a single named user ("Single Named User") to be used by that individual only on a single physical or virtual computer (the "Computer") for a term of one year. The Single Named User License may be installed on a personal computer or workstation provided that the use of the Software is restricted to the Single Named User. A separate license fee must be paid for each additional Computer on which the Software is used, and the Software may not be used on more Computers than the number of licenses listed on the Order Agreement. You may physically transfer the Software from one Computer to another in the licensed individual's possession and control, provided that you remove all copies of the Software from the Computer from which the Software is being transferred. If you do not purchase a term extension prior to the expiration of the then-current term, then at the end of such term this License Agreement (including any licenses granted hereunder) and the Order Agreement shall be terminated pursuant to Section 7 below and you must abide by all provisions stated therein.

   (c) Service Provider License. The Software is licensed to be installed and used on a single physical server or single virtual machine to service a single end user customer of the licensee for the specified term of one year. If you do not purchase a term extension prior to the expiration of the then-current term, then at the end of such term this License Agreement (including any licenses granted hereunder) and the Order Agreement shall be terminated pursuant to Section 7 below and you must abide by all provisions stated therein.

   (d) Evaluation License. If you are acquiring an evaluation license to the Software, Opait grants to you, and you accept, a non-exclusive, non-assignable, non-transferable, limited license subject to the terms and conditions of this License Agreement to Use the Software; provided that such usage is limited solely to the purpose of conducting tests and other evaluations to determine whether you wish to license the Software on a commercial basis. You shall not use the Software to perform any tasks for production or pre-production purposes or any other commercial use including, but not limited to, work for the benefit of your customers. This license is for Use by Authorized Users only. Your rights under this Section 1(d), and this License Agreement, shall expire on the date which is thirty (14) days from the date on which you first installed the Software. Upon completion of the evaluation, or upon the expiration of the 14-day evaluation period, whichever occurs first, you must either purchase a license to the Software from Opait or destroy all copies of the evaluation Software, including backup copies.

   (e) Development License. If you are acquiring a development license to the Software, Opait grants to you, and you accept, a non-exclusive, non-assignable, non-transferable, limited license subject to the terms and conditions of this License Agreement to Use the Software; provided that such usage is limited solely to the purpose of developing models and supporting integrations and other work for the benefit of your customers for ultimate deployment using production licenses. This license is for Use by Authorized Users only. Your rights under this Section 1(e), and this License Agreement, shall expire on the date which is 365 (365) days from the date on which you first installed the Software. Upon the expiration of the term, you must either purchase a new license to the Software from Opait or destroy all copies of the evaluation Software, including backup copies.

   (f) "Use" and "Authorized User". For purposes of this License Agreement, "Use" means the processing of data for your internal operations and "Authorized User" means you or any of your employees who have been granted access to the Software, as well as third-party consultants who use the Software on your behalf and have executed confidentiality agreements with you that are at least as protective of Opait's confidential information as the provisions of this License Agreement, and have agreed to abide by all the terms and conditions of this License Agreement and the Order Agreement. You agree that you are responsible to Opait for all use of the Software by such employees and third-party consultants.

   (g) Restrictions. The license rights granted to you under this License Agreement and the Order Agreement are expressly conditioned upon your compliance at all times with the license restrictions set forth in this Section 1(g). Failure to comply with such restrictions shall be grounds for Opait to terminate this License Agreement and the Order Agreement and your license rights hereunder immediately and without notice. You shall not:

   (i) Use, print, display, publish, disclose, transmit, record, encumber by way of security interest or otherwise pledge or transfer, assign, distribute or make available the Software, except as expressly authorized herein. Any attempted transfer, assignment, encumbrance or pledge in violation of this License Agreement shall be void.

   (ii) Make any copies of all or any part of the Software except for the number of installations of the Software equal to the number of licenses purchased pursuant to the Order Agreement, and up to one archival and backup copy of the Software.

   (iii) Modify, translate, adapt, reverse engineer, decompile, disassemble, incorporate the Software, in whole or in part, in any other product, or create derivative works based on the Software. If, notwithstanding the foregoing restrictions, you make any modifications, enhancements or derivative works to the Software, you hereby assign to Opait all rights, title, and interest in and to such modifications, enhancements, and/or derivative works.

   (iv) Use the Software to provide, or attempt to provide, any facility management, time sharing, service bureau, application hosting, application service provider (ASP), third party consulting service or other similar services, without the purchase of a Service Provider License, or to provide access to data to customers or other third parties.

   (v) Rent, lease, sell, license or sublicense the Software to a third party or operate the software for the benefit of a third party, including in the provision of consulting services for third party clients. Any attempted rental, lease, sale, license or sublicense in violation of this License Agreement shall be void.

   (vi) Remove any copyright, patent, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software or any copy of the Software.

   (vii) Install, or otherwise use, software or hardware that is capable of reducing the number of users directly accessing or using the Software (sometimes called "multiplexing" or "pooling" software or hardware) unless you purchase a multiplexer license from Opait, in addition to the number of required Single Named User Licenses.

   (viii) Use any software to read the Software output.

   (ix) Permit others (including Authorized Users) to do any of the foregoing.

   (x) Audit. You agree to allow Opait or its agent to inspect or conduct an independent audit from time to time on your use of the Software to verify your compliance with this License Agreement and the Order Agreement. In the event that any audit reveals an underpayment by you of more than five percent (5%) of the amounts due Opait in the period being audited, or that you have breached any term of this License Agreement or Order Agreement, then, in addition to any other remedies Opait may have, you will promptly pay to Opait any underpayments and the cost of the audit.

   (xi) Third Party Licenses. The Software distributed by Opait may include certain "Third-Party Software" which Opait and its wholly owned subsidiaries license from third parties. You may review any such Third Party Software licenses at the URL indicated in the Order Agreement and, by using the Software, you agree to be bound by their terms and conditions, in addition to those in this License Agreement.

2. MAINTENANCE: Opait will provide you with the following services ("Maintenance"): (1) telephone or email support from Monday through Friday during Opait's normal business hours, except public holidays; (2) supply of maintenance releases of the Software as described below; and (3) notification of product problems and solutions. Maintenance is available for the current Software version and the prior version. Opait agrees to provide you, free of charge, with such maintenance releases, bug fixes, corrections, enhancements, updates and new releases to the Software (other than those independently priced and licensed) as Opait may release (collectively "Updates"). All Updates and upgrades shall be considered part of the Software for purposes of the License Agreement and shall be governed by all the same terms and conditions of this License Agreement and the Order Agreement as are applicable to the Software.

3. OWNERSHIP: You acknowledge and agree that Opait and its suppliers maintain exclusive ownership of all right, title and interest in and to the Software, in all forms and all copies thereof including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks, and proprietary and confidential information rights associated with the Software. You agree to reproduce and include the copyright notices on any copies of the Software which you are permitted to make. The Software is protected by US copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This is a license, not a sale of the Software or any copy of it, nor is it a waiver of any intellectual property rights of Opait. You acknowledge and agree that nothing in this License Agreement or the Order Agreement gives you any right, title or interest in or to the Software except for the limited express rights granted pursuant to Section 1 of this License Agreement. All rights not expressly granted herein shall be reserved to Opait. No implied licenses are granted hereunder.

4. DELIVERY: Opait shall deliver the Software set forth on the Order Agreement via electronic delivery to the address set forth on this Order Agreement, or, if electronic delivery is somehow not practicable in Opait's judgment, then FOB shipping point. Unless otherwise agreed by the parties, the Software will be delivered on media containing, together, one copy of the Software and one copy of such user manuals and other printed material which may be included with the Software. You assume all risk of loss, damage or destruction of the Software after receipt of the Software.

5. PAYMENT: License Fees are billed according to the schedule outlined in the Order Agreement. Invoices shall be paid by you within thirty (30) days of receipt. Any late payments to Opait will accrue interest at the lesser of (i) eighteen percent (18%) per annum and (ii) the maximum interest allowable by law. You must notify Opait in writing within thirty (30) days of receipt of invoice of any disputed amounts and must pay all undisputed amounts in full when due. You shall be responsible for all reasonable costs incurred by Opait in connection with collecting amounts past due, including without limitation, attorney and collection fees. All fees and expenses are exclusive of any national, state, municipal, or other governmental excise, sales, value-added and occupational taxes and other fees and levies, all of which you shall be responsible for and will pay in full, other than taxes based on Opait's net income.

6. CONFIDENTIALITY: You acknowledge and agree that the Software is confidential information of Opait and that it constitutes valuable proprietary information and trade secrets of Opait. Accordingly, you agree to use the Software only in accordance with the terms and conditions of this License Agreement and to implement commercially reasonable procedures to prevent other persons from obtaining access to or use of the Software without your knowledge and Opait's prior express written permission.

7. TERMINATION:

   (a) Termination by You. You may terminate this License Agreement and related licenses at any time by destroying the Software, together with all copies in any form, and providing Opait with written notice of termination and certifying such destruction. In the event of any such termination, you agree that any pre-paid fees are non-refundable. If the Order Agreement provides for ongoing payments during a specified term, and you terminate prior to the end of such term, you agree to pay the full amount that would have become due during such term, and such payment shall be due in full upon termination.

   (b) Termination by Opait. Without prejudice to any other rights, Opait may terminate this License Agreement and the Order Agreement immediately upon written notice to you if you fail to comply with any of the terms and conditions of this License Agreement (including without limitation any violation of the restrictions set forth in Section 1(g) or the failure to pay any amounts owed by you to Opait pursuant to this License Agreement or the Order Agreement), or in the event that you cease business operations, make a general assignment for the benefit of creditors, are adjudged bankrupt, or become insolvent.

   (c) Effect of Termination or Expiration. Upon termination of this License Agreement for whatever reason, or upon expiration of any term-limited licenses granted to you, all Order Agreements regarding your use of the Software, and all licenses granted hereunder and thereunder, shall be immediately terminated. Within 15 days following the effective date of such termination or expiration, you must return to Opait or destroy all copies of the Software and all of its component parts and delete or otherwise remove the Software from any computer hardware on which it was installed, and promptly certify in writing to Opait that the same have been returned or destroyed. Termination of this License Agreement or the Order Agreement shall not relieve either party of any payment or other obligation under this License Agreement or the Order Agreement which was to have been performed by such party prior to termination. Sections 1(g), 1(h), 3, 5, 6, 7(c), 8(b), 8(c) and 10-18 of this License Agreement shall survive the termination or expiration of this License Agreement.

8. LIMITED WARRANTY AND LIMITATION OF LIABILITY:

   (a) Opait warrants solely that, for a period of thirty (30) days from the date of your receipt of the Software, (i) the Software will function substantially in accordance with published specifications on the date of delivery to you provided that you use the Software in accordance with this License Agreement, the Documentation provided, and as otherwise directed by Opait; and (ii) the media on which the Software is distributed are free from defects in materials and in workmanship. This warranty does not apply if: (1) the Software has been altered or modified, (2) the Software has not been installed, operated, repaired or maintained in accordance with the Documentation, (3) the Software has been subjected to abnormal physical or electrical stress, misuse, negligence or accident, (4) the version of the Software used does not include all Updates available from Opait, or (5) the defect or error was caused by third-party hardware or software malfunctions or failure or by acts or omissions caused by persons other than Opait. Provided that you give notice of return to Opait within such 30-day period and that you return the Software with a copy of your receipt no later than ten days after the expiration of such 30-day period, a copy of this License Agreement and the Order Agreement and a written statement specifying in reasonable detail the nature of the claimed non-conformance or defect then, as your exclusive remedy, and as Opait's entire liability, whether in contract, tort or otherwise, for non-conformity with the foregoing limited warranty, Opait will, at its discretion, do one of the following: (a) use reasonable commercial efforts to correct the non-conformance or defect of the Software; (b) replace the Software at no additional charge; or (c) refund the license fee and terminate your license to Use the Software. Opait does not warrant that the Software will meet your requirements or that the operation of the Software, or any Third Party Software, will be uninterrupted or error free. No oral or written information given by Opait, its agents, or employees shall create a warranty. The limited warranty provided in this Section 8(a) gives you specific legal rights and you may also have other rights which vary from jurisdiction to jurisdiction.

   (b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8(a) ABOVE, OPAIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (REGARDLESS OF ANY KNOWLEDGE OF YOUR PARTICULAR NEEDS) AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED BY APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS AFTER RECEIPT OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE ABOVE LIMITATION MAY NOT APPLY. You assume full responsibility for the selection of the Software to achieve your intended results and for the installation, use, and results obtained from the Software, including but not limited to providing a suitable system for installation, providing the appropriate environment for operating the Software and loading your data. Due to the inherent complexity of computer software, you are advised to verify your work.

   (c) OPAIT'S CUMULATIVE LIABILITY IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, OR OPAIT'S AGREEMENT WITH YOU, SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE IN THE PRECEDING TWELVE MONTHS. IN NO EVENT SHALL OPAIT OR ITS DEVELOPERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR SUPPLIERS BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS OR OTHER ECONOMIC LOSS). THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH DAMAGES ARE SOUGHT AND EVEN IF OPAIT OR A REPRESENTATIVE OF OPAIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF APPLICABLE LAW RESTRICTS THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THEN THE FOREGOING PROVISIONS SHALL BE DEEMED TO EXCLUDE AND LIMIT OPAIT'S LIABILITY FOR ANY SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW. You acknowledge that Opait has established the license fee for the Software based on the limitations contained in this Section 8 and you have agreed to the license fee paid based in part upon your agreement with and acceptance of the terms of this Section 8.

9. INDEMNIFICATION:

   (a) Indemnity. Opait shall indemnify, defend and hold harmless you and your directors, officers, agents, Authorized Users, and employees (collectively, the "Indemnified Parties") against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any action, suit, claim, demand, or proceeding that the Software or Use thereof infringes or misappropriates any United States patent, copyright or trademark of any third party. The foregoing shall not apply unless the Indemnified Parties (i) inform Opait as soon as practicable of the suit or action alleging such infringement, (ii) allow Opait to control the defense of such suit or action and any related negotiations or settlement, and (iii) cooperate with Opait in such defense or settlement.

   (b) Limitations. If the Software is held to infringe or is believed by Opait to possibly infringe, Opait shall have the option, at its expense, to (i) modify the Software to be non-infringing; or (ii) obtain for you a license to continue using the Software. If Opait determines it is not commercially reasonable to perform either of the above options, then Opait may at its option elect to terminate the license for the Software and refund the fees paid to Opait by you for the Software on a five year amortization schedule from the date of the Order Agreement. THIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT. Notwithstanding any other provision of this License Agreement, Opait assumes no liability, and shall have no liability, for any claims or allegations of infringement with respect to the Software, or any software in or with which the Software may be used, based on: (1) an Indemnified Party's use of the Software after Opait's notice to cease use of the Software due to a claim or allegation of infringement; (2) any modification of the Software by an Indemnified Party or pursuant to your provided specifications; (3) an Indemnified Party's combination of Software with non-Opait Software, data, hardware, or other materials, if such infringement claim would have been avoided by the exclusive use of the Software alone; 4) Use of the Software that does not include all Updates available from Opait if such Update is necessary to avoid infringement; (5) any trademark or trade name infringement involving any marking or branding of an Indemnified Party; or (6) use of any Software licensed pursuant to Section 1(e) of this License Agreement.

10. GOVERNING LAW AND JURISDICTION: This License Agreement and the Order Agreement shall be governed, interpreted, and enforced by the laws of the State of Colorado, excluding Colorado’s choice of law principles, and all claims relating to or arising out of this License Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Colorado, excluding Colorado’s choice of law principles. Any legal action brought involving this License Agreement or the Order Agreement shall be brought only in the courts of the State of Colorado in the County of Denver, or in the federal courts located therein. Both parties to this License Agreement submit to venue and jurisdiction in these courts. In the event that an action or claim arises outside of the exclusive jurisdiction specified herein which names Opait as a party, Opait and you specifically agree to initiate, consent to and/or cooperate with any and all efforts to remove the matter to the exclusive jurisdiction named herein, or otherwise take any and all reasonable actions to achieve the objectives of this provision. The parties hereby exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this License Agreement and the Order Agreement.

11. TRANSFER OF LICENSE: You may not transfer or assign this License Agreement or the Order Agreement, any licenses granted hereunder or all or a portion of the Software to any third party. Opait may freely assign this License Agreement and the Order Agreement in whole or in part.

12. ENTIRE AGREEMENT: This License Agreement and the Order Agreement, if applicable, together constitute the entire agreement and understanding of the parties and supersede all prior and contemporaneous agreements, understandings, negotiations and proposals, oral or written. This License Agreement and the Order Agreement may be amended or modified only by a subsequent agreement in writing signed by each of the parties and may not be modified by course of conduct or the terms of any purchase order or sales invoice. The waiver by either party of a breach of a term or condition of this License Agreement or the Order Agreement must be in writing and will not be construed as a waiver of any subsequent breach of such term or condition or the waiver of the provision itself. A party's performance after the other party's breach shall not be construed as a waiver of that breach. In the event of any conflict between the terms of this License Agreement and those of the Order Agreement, the terms of the Order Agreement shall govern with respect to the subject matter of such conflicting terms.

13. SEVERABILITY: In the event any provision of this License Agreement or the Order Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired thereby, and that provision shall be reformed, construed and enforced to the maximum extent permissible, provided that this License Agreement and the Order Agreement shall not then substantially deprive either party of the bargained-for performance of the other party. Any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or render illegal or unenforceable such provision in any other jurisdiction.

14. U.S. GOVERNMENT RESTRICTED RIGHTS: The Software is a "commercial item" as that term is defined in 48 C.F.R. 2.101 (October 1995) consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 227.7202-1, 227.7202-3 and 227.7202-4 (June 1995). If you are the U.S. Government or any agency or department thereof, the Software is licensed hereunder (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of this License Agreement and the Order Agreement.

15. EXPORT LAWS: None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you agree to comply with all relevant export laws and regulations of the United States and any local laws in your jurisdiction that may impact your right to import, export or use the Software, and represents that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

16. REMEDIES: You acknowledge the uniqueness of the Software and agrees that a breach of this License Agreement by you could cause Opait irreparable harm for which money damages may not be adequate, and that Opait shall therefore be entitled to obtain, in addition to any other rights of recovery Opait may be entitled to pursue at law or in equity, timely injunctive relief to protect Opait's rights under this License Agreement without the necessity of posting a bond. Any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages as may be granted by a court of competent jurisdiction.

17. U.S. FOREIGN CORRUPT PRACTICES ACT; ANTI-BRIBERY AND CORRUPTION: The parties agree to comply with, and not to perform any act that would subject the other party to sanctions under the U.S. Foreign Corrupt Practices Act and/or all applicable international anti-bribery and corruption laws, regulations, and orders. In particular, the parties agree that in connection with, or in the performance of this License Agreement, a party will not make or promise to make any payment (whether in currency, property or other thing of value) to any third person, firm or entity (including, without limitation, any government official or representative) for the purpose of obtaining or retaining business. Each party agrees that it does not desire and will not request any service or action by the other party that would or might constitute a violation of the Foreign Corrupt Practices Act and/or any applicable international anti-bribery and corruption laws, regulations and orders, including but not limited to the UK Bribery Act.

18. GENERAL: The terms, representations, warranties and agreements of the parties set forth in this License Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any third party. This License Agreement and any Order Agreement may be executed in two or more counterparts and by PDF, each of which shall be deemed to be an original for all purposes hereof. Notice under this License Agreement shall be in writing and may be by overnight mail, in person, or by electronic mail and shall be deemed served when delivered.