PKWARE, INC. LICENSE TERMS

This Agreement (“Agreement”) is made by and between Licensor and Licensee, as defined below. This Agreement governs the subscription licensing of Software and the provision of related support services.

1. DEFINITIONS

“Authorized Number” means the number of computers on which Licensee may install a copy of the Software.

“Authorized Reseller” means GTBM, Inc.

“Documentation” means all written and electronic information generally made available by Licensor to its customers relating to the operation and functionality of the Software, including user manuals, installation guides, and any “read me” or “help” files.

“Effective Date” means the date which this Agreement is executed.

“Licensee” means the entity licensing the Software as identified in the Order or as otherwise executed below if applicable.

“Licensor” means PKWARE, Inc.

“Order” means the ordering documentation between Authorized Reseller and Licensee.

“Software” means the object code version of the software program(s) identified on the Order, and associated Documentation.

“Subscription Term” means the limited duration of Licensee’s right to access to the Software and related services for a one (1) year period, identified on the Order unless a different period is specified on the Order which shall, in that case, control.

2. LICENSE AND USE OF THE SOFTWARE

2.1 License Grant. In consideration of the applicable license fee and subject to the limitations set forth below, Licensor grants to Licensee a limited term, non-transferable (except as permitted herein), non-exclusive, subscription license to install and use the Software for the Subscription Term specified in the applicable Order only for its own internal business purposes unless otherwise mutually agreed by the parties in writing. The license granted herein is limited in quantity identified to the Authorized Number in the Order.

2.2 Restrictions on Use. Licensee may not, except as expressly provided in this Agreement or by law: (i) copy, modify, alter, translate, decompile, disassemble, reverse engineer, or create derivative works of the Software; (ii) remove, alter or cause not to be displayed any copyright notice or start-up message contained in the Software program(s); (iii) use the Software or any part thereof directly or indirectly to create a product competitive with any of Licensor’s products; (iv) operate the Software in a fashion that exceeds the capacity or capabilities that were purchased; (v) display and/or allow access to the Software by any third party, except for Licensee’s consultants, provided that such consultant-access is exclusively on behalf of Licensee’s internal; or (vi) sell, loan, rent, lease, sublease, give, sublicense or otherwise transfer the Software or any copy or modification thereof, in whole or in part, to any person except as provided herein. Additionally, Licensee shall be fully responsible for the acts and omissions of any of its consultants with respect to the Software as if each were an employee of Licensee.

2.3 Acknowledgment and Reservation of Rights. Licensee acknowledges and agrees that Licensor and its licensors own all intellectual property and other proprietary rights in and to the Software. Licensee possession, installation, or use of the Software does not transfer any title to the intellectual property in the Software and Licensee acquires no rights to the Software except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved to Licensor and its licensors.

3. LIMITED WARRANTY, DISCLAIMER OF WARRANTIES

3.1 Licensor agrees to pass through to Licensee all warranties provided to Licensor by third parties relating to any third party software embedded in the Software or otherwise licensed or provided to Licensee by Licensor hereunder. Notwithstanding the foregoing, in the event Software contains any software code developed by third parties and licensed pursuant to either the GNU General Public License or the GNU Lesser General Public License such code is supplied without warranty of any kind.

3.2 Maintenance and Support Limited Warranty. Licensor warrants that the maintenance and support services provided hereunder for the Software shall be performed in a professional and workmanlike manner in accordance with the generally accepted industry standards

3.3 DISCLAIMER OF WARRANTIES. THE WARRANTIES SET FORTH ABOVE ARE LICENSOR’S EXCLUSIVE WARRANTIES AND NO OTHER WARRANTIES OR REPRESENTATIONS ARE PROVIDED WITH RESPECT TO THE SOFTWARE, THE MAINTENANCE AND SUPPORT, OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM PROGRAM ERRORS.

4. MAINTENANCE AND SUPPORT Maintenance and Support will be available to Licensee for the Latest Versions of Software for the Subscription Term if Licensee is current on all fees due and Licensee is running a currently supported version(s) of the Software. “Latest Versions” means versions of Software used for the fulfillment of new license orders and/or the versions for which Licensor continues to provide technical support.

“Business Hours” means the hours from 8:00 a.m. through 5:00 p.m., Monday through Friday (excluding Licensor’s holidays) in the United States Eastern Time Zone.

“Error Condition” means any demonstrable, reproducible defect, program error, or other non-conformance of the Software with its Documentation caused solely by errors or defects in the code of the Software.

“New Release” means a partial or complete replacement of the executable code of the Software in machine-readable form, which may provide new features or functions. A New Release may incorporate some or no enhancements. A New Release involves only such alterations that change the release number to the immediate right of the decimal point.

“New Version” means a complete replacement of the executable code of the Software in machine-readable form, to provide significant new features or functions. A New Version may incorporate one or more enhancements. A New Version involves only such enhancements that change the version number immediately to the left of the decimal point.

5. SUPPORT

5.1 Support. During the Subscription Term, Licensor shall provide support for the Software by e-mail, telephone, or online consultation during Business Hours.

5.2 Error Condition Support. Upon reporting of an Error Condition, and at the request of Licensor, Licensee agrees to submit a listing of output and any other information that Licensor may require in order to reproduce the Error Condition and/or the operating conditions under which the Error Condition occurred or was discovered.

5.3 Exceptions. The following matters are not covered by Licensor’s maintenance and support obligations hereunder: (a) problems resulting from misuse, improper use, or damage of the Software to the extent caused by Licensee, provided that Licensee’s actions were not directed by Licensor or set forth in the Documentation; (b) problems resulting from any unauthorized modification made to the Software, but only to the extent of such modification; and (c) problems resulting from failure of equipment.

5.4 Licensee’s Responsibilities. In connection with Licensor’s provision of support hereunder, Licensee acknowledges that Licensee has the responsibility to do each of the following with respect to the Software: (a) maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications; (b) maintain the designated computer system at a supported revision level prescribed by the Documentation for proper operation of the Software; (c) perform any tests or procedures recommended by Licensor for the purpose of identifying and/or resolving any problems submitted by Licensee for servicing under the terms of this Agreement; (d) maintain a procedure external to the Software for reconstruction of lost or altered files, data, or programs to the extent deemed necessary by Licensee; (e) at all times follow routine operator procedures as specified in the Documentation; and (f) provide all information in American English in a form discernible by Licensor.

6. MAINTENANCE

6.1 Modifications and New Releases. Provided Licensee is current on all of its obligations pursuant to the Agreement and any Schedules attached thereto, during the Subscription Term, Licensor shall provide to Licensee at no additional charge all modifications and New Releases to the Software.

6.2 New Versions. Licensee may choose to license New Versions of the Software at the time of their availability under the terms and conditions of the Agreement and its attached Schedules, subject to the applicable pricing for such New Versions as set forth by Licensor in an appropriate supplement or Order executed by the parties. Licensee is under no obligation to license any such New Versions.

7. Reserved.

8. TERM AND TERMINATION

8.1 Term. The term of this Agreement shall begin on the Effective Date and continue through the end of all Subscription Terms in the applicable Orders.

8.2 Termination by Licensee. Licensee may terminate this Agreement at any time, with or without cause, upon written notice to Licensor, provided Licensee is in compliance with all of its obligations hereunder. Except as expressly provided herein, Licensee shall not be entitled to any refund of any fees paid hereunder upon termination of this Agreement.

8.3 Termination by Licensor. Licensor may terminate this Agreement upon written notice of termination for breach to Licensee if Licensee materially breaches any term of this Agreement and fails to cure such material breach to Licensor’s reasonable satisfaction within thirty (30) days of receipt of notice of intent to terminate for breach from Licensor. If in Licensor’s reasonable judgment, Licensee’s breach materially infringes or impairs Licensor’s proprietary rights in the Software, Licensor may terminate this Agreement immediately.

8.4 Actions on Termination, Cancellation, or Expiration. Upon termination of this Agreement, all licenses granted herein shall immediately terminate. Upon either termination of this Agreement or expiration of a limited term license governed by this Agreement, Licensee shall immediately (a) discontinue any and all use of the Software (b) or uninstall and destroy any and all physical or electronic copies of the Software. All provisions of this Agreement which by their nature are intended to survive the expiration or termination of this Agreement shall survive and remain in full force and effect.

9. CONFIDENTIALITY “Confidential Information” means the Software and/or any information relating to or disclosed in the course of the Agreement, which is or should be reasonably understood to be confidential or proprietary to Licensor. Confidential Information shall not include information (a) already lawfully known to the Licensee, (b) disclosed in published materials without fault of Licensee, (c) generally known to the public without fault of the Licensee, (d) lawfully obtained from a third party not under any obligation to maintain the confidentiality of Licensor, (e) required by applicable law or regulations to be released, or (f) independently developed by Licensee, provided the person or persons developing the same have not had access to relevant proprietary information of Licensor. Licensee agrees that the Confidential Information of Licensor shall be held in strict confidence and shall not be used by or disclosed to third parties without the prior written consent of Licensor. Notwithstanding anything to the contrary herein, the confidentiality obligations set forth in this Agreement shall survive the termination, cancellation, or expiration of this Agreement.

10. LIMITATION OF LIABILITY LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, OR FOR ANY ECONOMIC OR OTHER CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR SAVINGS, INCREASED OPERATING COSTS OR DOWNTIME COSTS, DATA LOSS, OR LOSS OF USE OF EQUIPMENT OR SYSTEMS), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. LICENSOR WILL NOT BE LIABLE FOR (A) LOSS OF, OR DAMAGE TO, THE RECORDS OR DATA OF LICENSEE OR ANY OTHER PARTY, OR (B) ANY DAMAGES CLAIMED BY LICENSEE BASED ON ANY THIRD PARTY CLAIM. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S TOTAL LIABILITY TO LICENSEE OR ANY OTHER PARTY WITH RESPECT TO THE SOFTWARE, SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF FOR DIRECT DAMAGES EXCEED THE GREATER OF U.S. $1,000 OR THE TOTAL FEES PAYABLE BY LICENSEE UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM. The limitations, exclusions, and disclaimers set forth in this Section 10 shall apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose.

11. MISCELLANEOUS PROVISIONS

11.1 Severability. If any provision of this Agreement or any schedule attached hereto is held to be invalid, illegal, or unenforceable, such provision is to that extent deemed omitted and not part of this Agreement. The validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby and shall be valid and enforceable to the maximum extent permitted by law.

11.2 Assignment. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, Licensee shall not assign, sublicense, subcontract, or otherwise transfer this Agreement, the license granted hereunder, or any of its other rights or obligations under this Agreement or delegate any of its duties under this Agreement without the prior written consent of Licensor, which consent shall not be unreasonably withheld.

11.3 Governing Law and Forum Choice. This Agreement shall be construed as having been made in, and shall be governed in accordance with, the laws of the State of New Jersey without regard to that state’s choice of law rules or conflict of law provisions. Any legal action brought concerning this Agreement or any dispute arising from any act or omission arising from this Agreement shall be brought only in the courts of the State of New Jersey or in the federal courts located in such state.

11.4 Export Restrictions and Trade Compliance. Licensee agrees to comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control and export laws and regulations.

11.5 US Government Restricted Rights. The Software is provided with RESTRICTED AND LIMITED RIGHTS. Use, duplication, or disclosure by the US Government or any of its agencies is subject to restrictions as set forth in FAR 52.227-14, Alternate III(g)(3), FAR 52.227-19(c), or DFARS 252.227-7013(c)(1)(ii), as applicable.

11.6 Entire Agreement. This Agreement constitutes the exclusive and entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to the subject matter hereof between Licensor and Licensee.

11.7 Modification and Waiver. No modification of this Agreement and no waiver of any breach of this Agreement shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement and no course of dealing between the parties shall be construed as a waiver of any subsequent breach of this Agreement.

11.8 Force Majeure. Neither party shall be responsible for failure to fulfill any obligations due to causes beyond its control, except that such causes shall not extend the due date for, or excuse the timely payment of, any amounts payable by a party hereunder.