METACOMMUNICATIONS END-USER LICENSE AGREEMENT

IMPORTANT--READ CAREFULLY: THIS METACOMMUNICATIONS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN CUSTOMER ("CUSTOMER") AND METACOMMUNICATIONS, INC. ("METACOMMUNICATIONS") FOR THE SOFTWARE PRODUCT(S) IDENTIFIED BY THE LICENSE CERTIFICATE (ALSO DESCRIBED AS SERIAL NUMBERS) ISSUED BY METACOMMUNICATIONS TO CUSTOMER, WHICH INCLUDES THE PROPRIETARY COMPUTER SOFTWARE OF METACOMMUNICATIONS AND ANY ASSOCIATED AND RELATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION OF METACOMMUNICATIONS (THE "SOFTWARE PRODUCT"). CUSTOMER AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CUSTOMER. THIS EULA SETS FORTH THE EXCLUSIVE TERMS AND CONDITIONS OF THE LICENSE AND THE LIMITED WARRANTY FOR THE SOFTWARE PRODUCT.

BY INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AS A LICENSEE OF THE SOFTWARE PRODUCT.

THE SOFTWARE PRODUCT AND THE TITLE, COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE PRODUCT ARE THE SOLE PROPERTY OF METACOMMUNICATIONS AND ITS LICENSORS, IF ANY, AND ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.

1. DEFINITIONS:

"Production Server" means the computer used to run the Software Products' server software components in a production environment (general use). "Staging Server" means one computer used to run the Software Products' server software components in a testing environment and for testing purposes only and one computer used to run the Software Products' server software components for back-up disaster recovery purposes only (singly or collectively as appropriate hereinafter, a "Staging Server").

2. LICENSE GRANT:

As long as Customer complies with the limitations and terms of this EULA, MetaCommunications grants to Customer a revocable, non-sublicensable, non-transferable, non-exclusive limited right and license to use the Software Product for the purposes described in the Software Product's accompanying documentation for Customer's internal business purposes only. MetaCommunications shall at all times retain ownership of all of the Software Product. Customer has no right to obtain or use any source code for the Software Product.

The Software Product consists of one of the following software programs, as specified in the License Certificate(s) issued by MetaCommunications for this EULA: "Virtual Ticket™" (also called Virtual Ticket Developer™), "Job Manager™", "Digital Storage Manager™", and/or "Approval Manager™" and in addition one or more of the following add-on software programs: "SQL SDK™", "Spark!™", and/or "PDF Rasterizer". Each software program may be offered in one or more Editions: "Workgroups", "Professional", "Standard", or "Express"and may have various functionality, pricing, and restrictions. MetaCommunications reserves all rights not expressly granted to Customer in this EULA. Customer's use of the Software Product is subject to the following additional terms and conditions:

3. SOFTWARE PRODUCT:

The Software Product may contain some or all of the following types of software: " Microsoft SQL Server 2005/2008 Express Edition Software" (MSDE Software) that provides database services on a computer called a "Server", class-specific "Server Software" that provides, based on the type of server package purchased from or given by MetaCommunications, specific functionality on a Server, "Agent Software" (also referred to as "InterSync™") which works in conjunction with Server Software to monitor and perform functions on remote file servers, "Client Software" that allows a computer or workstation to access or utilize the client services provided by the Server Software, "Browser Software" that allows a computer or workstation to access the client services provided by the Server Software through a web browser, "Utility Software" that provides installation and setup services to one or more software products, "Solution Libraries" that provide add-in functionality, and "Database and Table Structures" that are created or installed for use with the Software Product. The license granted by this EULA provides Customer with certain rights subject to the limitations and terms specified in this EULA.

4. INSTALLATION RESTRICTIONS APPLICABLE TO SOFTWARE PRODUCT:

Customer may install one copy of the MSDE Software and one copy of the particular type of Server Software as appropriate for the Software Product licensed on one Production Server and two Staging Servers (one for testing and one for back-up recovery purposes) as described herein.
Server Software may include MetaCommunications Application Server, MetaCommunications Portal Server Software, and MetaCommunications Image Portal Server Software. In addition the Server Software may include the Foxit PDF Reader SDK (Copyright © 2002-2009 Foxit Software Company www.foxitsoftware, All rights reserved) depending on the system licensed.

Customer may only install MetaCommunications Application Server Software on each Production Server and Staging Server, provided Customer has obtained a License Certificate purchased from or given by MetaCommunications for Software Product.
Customer may only install MetaCommunications Portal Server Software on each Production Server and Staging Server, provided Customer has obtained a License Certificate purchased from or given by MetaCommunications for Job Manager and/or Approval Manager.
Customer may only install as many copies of the Image Portal Server Software as prescribed by the License Certificate purchased from or given by MetaCommunications on each Production Server and Staging Server.

Customer may install the Agent Software, Client Software and Browser Software on any computer or workstation provided Customer has obtained a License Certificate purchased from or given to Customer by MetaCommunications.
Customer may install an unlimited number of copies of the Utility Software.
Customer may install Database Tables and Structures on any computer or workstation.
Customer may install an unlimited number of Production Pack Client Software, provided Customer has obtained a License Certificate purchased from or given by MetaCommunications for Virtual Ticket and/or Digital Storage Manager.
Customer may only install as many copies of SQL SDK Development Software as prescribed by the License Certificate purchased from or given by MetaCommunications on each Production Server and Staging Server.

5. USE RESTRICTIONS APPLICABLE TO SOFTWARE PRODUCT:

Customer may only use one copy of the MSDE Software on one Production Server and on a Staging Server so long as they are solely used in direct conjunction with the Software Product for which they were originally obtained.
Customer may use, subject to certain Server Software use restrictions, one copy of the Server Software as prescribed by the License Certificate and purchased from or given by MetaCommunications on one Production Server and on a Staging Server. The Server may only access information stored in the Database and Table Structures through a particular type of database server application. Customer may use only the types of database server applications for which Customer is licensed under this EULA.
Customer may use an unlimited number of copies of the Agent Software so long as they are solely used in direct conjunction with properly licensed Server Software for which they were originally obtained and Customer has obtained a License Certificate purchased from or given by MetaCommunications.
Customer may only allow a maximum concurrent use of as many copies of Virtual Ticket and/or Job Manager software as prescribed by the License Certificate purchased from or given by MetaCommunications so long as they are solely used in direct conjunction with properly licensed Server Software for which they were originally obtained. Concurrent use shall be calculated as the total users simultaneously accessing the Server Software from either the Client Software or Browser Software. The total number of concurrent users shall include all users regardless of whether they access a Production Server or a Staging Server. The maximum total number of concurrent users shall also be limited to the number prescribed by the server package purchased from or given by MetaCommunications.
Customer may allow an unlimited number of concurrent users to access the Digital Storage Manager software so long as it is solely used in direct conjunction with properly licensed Server Software for which it was originally obtained, subject to the following restrictions:

The number of copies of Digital Storage Manager Client Software that Customer is allowed to use shall automatically be reduced to the number of copies of Virtual Ticket Client Software that is licensed by Customer at the time the Virtual Ticket License Certificate is purchased from or given by MetaCommunications; and
Customer may use Digital Storage Manager to manage Customer's files up to the size limited by the maximum storage under management as prescribed by the License Certificate purchased from or given by MetaCommunications. For purposes of determining the size of Customer's files under management, Digital Storage Manager shall exclusively determine the approximate size using its own algorithm.

Customer may allow an unlimited number of concurrent users to access the Approval Manager software via the Browser Software so long as it is solely used in direct conjunction with properly licensed Server Software for which it was originally obtained and subject to the restrictions contained herein. Customer may use Approval Manager to manage Customer's proof files up to a maximum number of active proof files under management as prescribed by the License Certificate purchased from or given by MetaCommunications. The total number of active proof files shall include all files regardless of whether they are accessed through a Production Server or a Staging Server. For purposes of determining the number of Customer's proof files under management, Approval Manager shall exclusively determine the approximate number using its own algorithm. Customer may allow a maximum concurrent use of as many copies of Spark! as prescribed by the License Certificate purchased from or given by MetaCommunications so long as they are solely used in direct conjunction with properly licensed Server Software for which they were originally obtained.
Customer may allow unlimited concurrent access to the Image Portal Server Software so long as such access is used in direct conjunction with properly licensed Server Software.
Customer may use the PDF Rasterizer add-on Server Software so long as access is limited to that prescribed by the License Certificate purchased from or given by MetaCommunications and so long as it is solely used in direct conjunction with properly licensed Server Software for which it was originally obtained.
Customer may allow unlimited concurrent access to the Virtual Ticket Production Pack Client Software provided Customer has obtained a License Certificate purchased from or given by MetaCommunications for Virtual Ticket or Digital Storage Manager and so long as it is solely used in direct conjunction with properly licensed Server Software for which it was originally obtained. Use for any other purpose is expressly restricted.
Customer may only use as many copies of SQL SDK Development Software as prescribed by the License Certificate purchased from or given by MetaCommunications on each Production Server and Staging Server so long as they are solely used in direct conjunction with properly licensed Server Software for which they were originally obtained.
Customer may use an unlimited number of copies of Utility Software so long as they are solely used in direct conjunction with properly licensed Server Software for which they were originally obtained.
Customer may only use Solution Libraries, including, but not limited to, all source code, reports, scripts, logic, and algorithms, in direct conjunction with properly licensed Server Software for which they were originally obtained. Use for any other purpose is expressly restricted. In addition, certain Solution Libraries made available by MetaCommunications may require additional fees and restrictions on installation and use.
Subject to the terms and conditions of this Agreement, Customer may distribute any Solution Libraries or databases developed with Software Product within Customer’s company, organization, educational institution or other affiliates. Customer may commercially distribute Solution Libraries and databases developed with Software Products, whether made available as free or paid, provided the Solution Libraries or databases, or their intended combination/integration with other non-MetaCommunications software programs, does not provide functionality that substantially duplicates or competes with MetaCommunications products. MetaCommunications shall have the sole discretion to make this determination. Customers shall not import or use Solution Libraries or databases provided by third parties that do not comply with this section.
The use of any Software Product not expressly restricted in this EULA shall be restricted to use as prescribed by the License Certificate of such Software Product

6. META ASSURANCE / UPGRADES AND MAINTENANCE:

Plan Coverage: MetaCommunications' "Meta Assurance" or "Upgrades and Maintenance" Plan (the "Plan" or "Plans") may be ordered for "Covered Software Programs". Covered Software Programs include all MetaCommunications software products. Third party software and hardware products including, but not limited to, operating systems, database server software and computer hardware, regardless of whether sold with or embedded in MetaCommunications’ Software Products, are not covered under this Agreement. MSDE and Microsoft SQL Server are expressly excluded from Covered Software Programs. Customer may only purchase a Plan for all the Covered Software Programs purchased by Customer. Partial coverage is not permitted. MetaCommunications may refuse a Customer Plan order for any reason at its sole discretion.
Plan Benefits: The following are the Plan Benefits ("Benefits"):

Technical Support. Unlimited telephone (toll call) technical support and email support for the Covered Software Programs during regular support hours as published by MetaCommunications. Technical Support is restricted to Customer employees or Customer-approved on-site independent contractors.
Support Knowledgebase. Unlimited access to MetaCommunications' knowledgebase and other technical support documentation for the Covered Software Programs as published on MetaCommunications' Internet website.
Software Program Upgrades. Current software patches, maintenance updates, and version upgrades for the Covered Software Programs are made available to Customer and subject to the terms and conditions of the then current EULA accompanying the upgraded software programs. Upgrades are made available by download from MetaCommunications' Internet website. MetaCommunications may, at its sole discretion, offer additional software programs which may include third party components or licenses as part of a Software Program Upgrade for an additional fee.

Customer may choose not to install the version updates offered by MetaCommunications; however Covered Software Programs may not be upgradable directly to future versions, or supported, if Customer chooses not to accept and install upgrades as they are released. MetaCommunications will support the two most recent major version releases of Covered Software Programs.

All other services, including but not limited to, installation & implementation services and training services are not Benefits covered under this Agreement.

Term, Renewal, Repurchase, Modification, Termination, Transfer and Assignment:

Plan Term. Unless terminated as otherwise provided herein or otherwise agreed to in writing and signed by MetaCommunications, the initial term of this Plan shall be the period specified by the duration of the Plan purchased by Customer.
Plan Renewal and Payment. Customer may renew this Plan at the renewal rate effective at the date of renewal. Customer shall deliver payment in full to MetaCommunications prior to the expiration of the Plan.
Repurchase. At its sole discretion, MetaCommunications will require Customer to repurchase Covered Software Programs if Customer orders a Plan after a Lapsing Event occurs. A Lapsing Event includes any of the following:

Customer orders a Plan for a system for the first time and said order does not accompany the initial order of said system; or
Customer fails to deliver payment to MetaCommunications for a renewal prior to the expiration of the previous renewal period; or
Customer orders a Plan any time after a Plan has been terminated for any reason.

Modifications. Upon thirty (30) days written notice to Customer, MetaCommunications may modify the terms and conditions of this Section 6. Modifications shall supercede the terms and conditions in this Agreement and shall become effective upon the expiration of the thirty (30) day notice period. Email or written notification is sufficient for all notices required pursuant to this Section 6.
Termination. MetaCommunications may terminate the Customer Plan at any time upon thirty (30) days written notice to Customer. Customer may terminate the Plan only if MetaCommunications modifies this Agreement pursuant to Section 6 herein and if Customer provides written notice of Customer's intent to terminate to MetaCommunications within thirty (30) days of Customer's receipt of MetaCommunications' modification notice. UPON TERMINATION OF THE PLAN FOR ANY REASON, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY SHALL BE A PRO RATA REFUND OF THE PLAN AMOUNT PAID, IF ANY, FOR THE REMAINING PERIOD OF THE PLAN TO THE TERMINATION DATE.

Backup Information Instructions: In some cases, MetaCommunications may set up or instruct Customer on methods of backing up data. It is Customer's sole responsibility to determine the proper method to properly back up the data and databases created or used by MetaCommunications software, and MetaCommunications' entire warranty and aggregate liability herein is limited to the terms and conditions contained in Section 9 of this Agreement.

7. NO TRANSFER:

CUSTOMER MAY NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER THE CUSTOMER'S RIGHTS IN THE SOFTWARE PRODUCT OR PLAN, EXCEPT AS PROVIDED HEREIN. Customer may transfer with the prior written consent of MetaCommunications, said consent not to be unreasonably withheld, all Customer's rights to use the Software Product and Plan to another individual or legal entity provided that: (a) Customer also transfers (i) this EULA, and (ii) the License Certificate, the Software Product and all other software bundled, packaged or pre-installed with the Software Product, including all copies, upgrades, updates and prior versions; and (b) Customer retains no upgrades, updates or copies, including backups and copies; and (c) the receiving party accepts in writing the terms and conditions of this EULA and any other terms and conditions under which the Customer purchased this Software Product. NOTWITHSTANDING THE FOREGOING, CUSTOMER MAY NOT TRANSFER EDUCATION, PRE-RELEASE, FREE, EVALUATION, OR NOT FOR RESALE COPIES OF THE SOFTWARE. Prior to a transfer, MetaCommunications will require that Customer and the receiving party confirm in writing compliance with this Section 7, and provide MetaCommunications with information about the Customer and receiving party of the Software Product.

8. TERMINATION:

This EULA is effective until terminated. Any failure to comply with the terms and conditions of this EULA will result in automatic termination of this license. Upon termination of this license for any reason, Customer must destroy and permanently delete from all of Customer's computers and other software storage mediums all of the Software Product, including but not limited to all License Certificate(s), and all documentation or materials related thereto that are in Customer's possession or under Customer's control.

9. LIMITED WARRANTY AND LIMITED LIABILITY:

LIMITED WARRANTY: MetaCommunications warrants that, for a period of 30 days from the issuance of the License Certificate by MetaCommunications to Customer (the "Warranty Period"), the Software Product will provide the features and functions generally described in the user documentation included with the Software Product and that the media on which the Software Product is furnished, if any, will be free from defects in materials and workmanship (the "Limited Warranty"). The Limited Warranty is void if failure of the physical media or physical documentation has resulted from accident, abuse, or misapplication by Customer. MetaCommunications and its licensors' entire liability and Customer's exclusive remedy for breach of warranty shall be, at MetaCommunications' option, either (a) return of the price paid for the Software Product, if any, or (b) repair or replacement of the Software Product that does not meet MetaCommunications' Limited Warranty. In order to pursue such remedy, Customer must return the defective Software Product to MetaCommunications within the Warranty Period. Outside the United States, neither these remedies nor any product support services offered by MetaCommunications are available without proof of purchase from an authorized international source.

NO OTHER WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, METACOMMUNICATIONS AND ITS AFFILIATES, LICENSORS AND SUPPLIERS PROVIDE THE SOFTWARE PRODUCT "AS IS" AND WITH ALL FAULTS AND DISCLAIM ALL WARRANTIES OR REPRESENTATIONS, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF METACOMMUNICATIONS HAS BEEN INFORMED OF SUCH PURPOSE), OF RELIABILITY OR AVAILABILITY, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE WITH REGARD TO THIS EULA INCLUDING, WITHOUT LIMITATION, THE SOFTWARE PRODUCT, ANY DOCUMENTATION, AND ANY ACCOMPANYING HARDWARE. THE ENTIRE RISK AS TO THE QUALITY ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH CUSTOMER. NEITHER METACOMMUNICATIONS NOR ITS AFFILIATES, LICENSORS, OR THEIR RESPECTIVE EMPLOYEES WARRANT THAT USE OF THE SOFTWARE PRODUCT UNDER THIS EULA WILL BE UNINTERRUPTED, ERROR-FREE, WORK IN COMBINATION WITH OTHER SOFTWARE OR THAT ALL DEFECTS IN IT ARE CORRECTABLE.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL METACOMMUNICATIONS, ITS AFFILIATES, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTIONS, PERSONAL INJURY, LOSS OF PRIVACY, LOSS OF BUSINESS INFORMATION OR DATA, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, WHETHER ALLEGED AS BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, TORTIOUS CONDUCT OR ANY OTHER CAUSE OF ACTION, EVEN IF METACOMMUNICATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL METACOMMUNICATIONS, ITS AFFILIATES, LICENSORS OR SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES BE LIABLE TO CUSTOMER FOR MISTAKES, INACCURACIES, INCOMPLETENESS OF RESPONSES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, ANY FAILURE OF PERFORMANCE (INCLUDING FAILURE OF PERFORMANCE DUE TO OBSOLESCENCE OF THE SOFTWARE PRODUCT THAT MAY RESULT FROM CHANGES IN CUSTOMER'S REQUIREMENTS), COMPUTER VIRUS (OR OTHER MALICIOUS PROGRAM), COMMUNICATION LINE FAILURE, INCOMPATIBILITY OF THE SOFTWARE PRODUCT WITH OTHER SOFTWARE, WHETHER ALLEGED AS BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, TORT OR UNDER ANY OTHER CAUSE OF ACTION, EVEN IF METACOMMUNICATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. METACOMMUNICATIONS' AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, LICENSORS, AND SUPPLIERS AND THEIR RESPECTIVE EMPLOYEES UNDER OR IN CONNECTION WITH THIS EULA OR THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION FOR DAMAGES OR LOSS (WHETHER DIRECT OR INDIRECT), SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER FOR THE SOFTWARE PRODUCT, IF ANY. THIS SECTION 9 SHALL SURVIVE TERMINATION OF THIS EULA.

10. PROPRIETARY RIGHTS:

All title, ownership rights, and intellectual property rights in the Software Product shall remain with MetaCommunications and/or its licensors, if any. Customer acknowledges such ownership and intellectual property rights and agrees not to take any action to jeopardize, limit, or interfere in any manner with MetaCommunications’ or its licensors' ownership of or rights with respect to the Software Product. The Software Product is protected by copyright, other intellectual property laws, and by international treaties. Title and related rights in the applicable content, trademarks, service marks, trade names, logos, and icons (collectively "Content") accessed through the Software Product or on any accompanying documentation are the property of the respective Content owner and are protected by applicable law. The license granted under this EULA gives Customer no rights in or to such Content. Customer acknowledges that the structure, organization and code of the Software Product are the sole property of and constitute valuable trade secrets and confidential information of MetaCommunications and its licensors and Customer agrees to protect and maintain the confidentiality of such trade secrets and confidential information.

11. EXPORT RULES:

Customer agrees that the Software Product will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software Product is identified as export controlled items under the Export Laws, Customer represents and warrants that Customer is not prohibited under the Export Laws from receiving the Software Product, and Customer will comply with all applicable Export Laws that apply to the Software Product, including without limitation end-user, end-use, and destination restrictions. All rights to use the Software Product are granted on condition that such rights are forfeited if Customer fails to comply with the terms of this EULA.

12. GENERAL:

MetaCommunications and Customer agree that this EULA constitutes the entire agreement between MetaCommunications and Customer concerning the license of the Software Product. This EULA supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. MetaCommunications and Customer further agree that: (a) This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods; (b) If any provision in this EULA should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this EULA if no such modification is possible, and other provisions of this EULA shall remain in full force and effect; (c) The controlling language of this EULA is English. If Customer has received a translation into another language, it has been provided for Customer's convenience only; (d) To be effective, any waiver of any provision of this EULA must be in writing and signed by the waiving party. No waiver by MetaCommunications of its rights under any provision of this EULA shall constitute a waiver of its rights under such provisions at any other time or a waiver of its rights under any other provision of this EULA. No failure by MetaCommunications to take any action as a result of any breach of this EULA or default by Customer shall constitute a waiver of MetaCommunications' right to enforce any provision of this EULA or to take action as a result of such breach or default or any subsequent breach or default by Customer; (e) The provisions of this EULA which require or contemplate performance after the expiration or termination of this EULA shall be enforceable notwithstanding said expiration or termination; (f) MetaCommunications may transfer its rights and obligations under this EULA, in whole or in part, at any time; (g) Subject to the foregoing, this EULA and the rights set forth herein shall enure to the benefit of, and be binding upon, the parties and each of their respective successors and permitted assigns; (h) Except for the payment of money due to MetaCommunications from Customer, neither party shall be in default or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from any cause beyond its reasonable control; (i) The relationship between MetaCommunications and Customer is that of independent contractors, and neither Customer nor Customer's agents shall have any authority to bind MetaCommunications in any way; (j) The headings to the sections of this EULA are used for convenience only and shall have no substantive meaning; (k) Customer is solely responsible for selection of the Software Product to achieve the intended results for Customer's particular purpose; (l) MetaCommunications may recommend or provide third party software as part of its solution for Customer and the rights and licenses with respect to such third party software shall be under terms set for in the respective relevant license agreements between Customer and the vendors of such third party software; and (m) MetaCommunications may enter Customer's premises in order to inspect the Software Product in any reasonable manner during regular business hours to verify Customer's compliance with the terms of this EULA.

13. TAXES:

Customer agrees to pay or reimburse MetaCommunications for all federal, state, provincial or local sales, use, value-added, personal property, excise or other taxes, fees or duties imposed by any jurisdiction which are based on the provision of a Plan, amounts payable to MetaCommunications hereunder or the transactions contemplated by this Agreement and any related penalties and interest thereon, except for income taxes payable by MetaCommunications in respect of its income.

14. NOTICE TO U.S. GOVERNMENT END USERS:

The Software Product and documentation are "Commercial Items," as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

15. GOVERNING LAW, JURISDICTION & WAIVER OF JURY TRIAL:

This EULA shall be deemed to be made in the State of Iowa, USA, and shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of Iowa, USA, without regard to its choice of law principles. The District Court for Johnson County, State of Iowa, and the United States District Court for the Southern District of Iowa shall have sole and exclusive jurisdiction and venue over any dispute arising out of this EULA. Customer hereby consents to such jurisdiction and venue. METACOMMUNICATIONS AND CUSTOMER WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY SUIT OR CLAIM ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS EULA. This waiver of the right to a jury trial is made to avoid the expense of a jury trial and to expedite any litigation that may arise between the parties with respect to this EULA.

16. NOTICE:

All notices, demands, requests, consents, and approvals which may be or are required to be given or made pursuant to any provisions of this EULA shall be made or given in writing and shall be served personally, by overnight courier, or mailed by prepaid certified or registered mail, return receipt requested, to the address of each of the parties. The date of receipt of such notice, demand or request shall be deemed to be made the day of giving of such notice, demand or request if delivered personally, or if mailed or couriered as aforesaid, the date such notice was delivered to the recipient.

Rev. 100721

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