IMPORTANT Read This Carefully Before Installing or Using the Software. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SOLIDSOURCE B.V. (“SOLIDSOURCE”). BEFORE CONTINUING WITH THE INSTALLATION OF THE PROGRAM, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT THAT FOLLOWS. WHEN PROMPTED, PLEASE INDICATE WHETHER YOU ACCEPT OR DO NOT ACCEPT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE, YOU MAY RETURN, WITHIN THIRTY (30) DAYS OF PURCHASE, THE MEDIA PACKAGE AND ALL ACCOMPANYING ITEMS (INCLUDING WRITTEN MATERIALS AND BINDERS OR OTHER CONTAINERS), TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND. DEFINITIONS 1.1 “Access” means to connect to the Software either directly or indirectly through any middle tier application(s). 1.2 “View” means any work or document created using a SolidSource product, regardless of resulting file format. 1.3 “Software” means the SolidSource software provided via the Internet or on your software media in object code form and associated documentation, any updates, additional modules, additional software, or Views provided by SolidSource in connection therewith; but does not include any promotional software or other software product provided in the same package, which shall be governed by the online software license agreements included with such promotional software or software product. 2. GRANT OF LICENSE SolidSource grants you a nonexclusive and limited license to use the SolidSource software accompanying this License Agreement, solely in accordance with the terms and conditions of this License Agreement. The Software is licensed, not sold, to you. 3. INSTALLATION AND USE 3.1 Use of the Software. The Software is licensed to you in one of five potential configurations: (i) Small Business License; (ii) Enterprise License; (iii) Trial License; (iv) Educational License; All licenses grant the license holder the right to use the Software for a period of time specified in the license, hereafter named “licensed period”. Upon expiration or termination of the licensed period, each license needs to be renewed in order to continue using the Software. None of the licenses grants rights to the Software itself. You may install and use (in the manner described) only those configuration(s) and versions of the Software for which you have obtained a valid license. Your use of the Software is governed by the terms of this Agreement and the additional terms set forth in this Section 3 that specifically apply to the type of license your have obtained. SOFTWARE LICENSED TO YOU MAY COME WITH A TIME-OUT FEATURE THAT DISABLES ITS OPERATION AFTER THE LICENSED PERIOD. VIEWS AND OTHER INFORMATION THAT YOU CREATE DURING THE LICENSED PERIOD USING THE SOFTWARE MAY REQUIRE THE PRODUCT IN ORDER TO RUN. UPON EXPIRATION OF THE LICENSED PERIOD, THOSE VIEWS AND INOFORMATION MAY NO LONGER BE AVAILABLE. YOU SHOULD THEREFORE TAKE PRECAUTIONS TO AVOID ANY LOSS OF VIEWS AND OTHER INFORMATION THAT MIGHT RESULT. 3.1.1. Small Business License The Small Business License grants the license holder a nonexclusive right to install copies of a version of the Software specified in the license, on any number of computers within the license holder’s organization. Only the named users specified in the license may run one instance of the specified version of the Software, on one machine for an unlimited period, over a network, or by any other method, strictly in accordance with the terms hereof. Additional licenses have to be acquired for: - additional users to use the specified version of the Software; - for using a different versions of the Software. The Small Business License is restricted to eligible companies and individuals. Eligible companies are companies with at most 5 employees and a generated turnover of less than 75.000,00 USD per year per employee. Eligible individuals are software engineer contactors with an income lower than 100.000,00 USD per year. Should a company/individual fail to meet the eligibility criteria at a given moment, the Small Business License loses validity within 90 days from that moment. 3.1.2 Enterprise License. The Enterprise License grants the license holder a nonexclusive right to make an unlimited number of copies of the Software on any number of computers within the holder’s organization. Any number of users within the license holder’s organization can run one instance of the application on one machine during the licensed period, provided that no more than a maximum number of users, which is specified in the license, run the application in parallel. These users can run the application from a hard disk, over a network, or by any other method, strictly in accordance with the terms hereof. 3.1.3 Trial License. The Trial License grants the license holder the right to install and run one copy of the Software on a single computer. The license holder may exercise these rights for the sole purpose of evaluating or demonstrating the Software. The licensed period has the duration of thirty (30) days, beginning on the day the holder obtains the authorization key for the Software. At the end of the Evaluation Period, further use of the Software by the license holder is prohibited without the purchase of a commercial license. Support with installing, configuring, modifying, extending the Software is not included with this license. 3.1.4 Educational License. The Educational License grants the license holder a nonexclusive right to make an unlimited number of copies of the Software for an unlimited number of users working for the organization who owns the license, as long as the organization complies to the following criteria: - it is an educational institution; - does not use the Software for any commercial, business or governmental purpose of any kind; - makes available to SolidSource, on demand, any Views or other results derived based on information obtained with the Software. The users working for the organization that holds the license can access the Software for the duration of one year, in parallel from a hard disk, over a network, or by any other method, strictly in accordance with the terms hereof. Support with installing, configuring, modifying, extending the Software is not included with this license. 3.2 Creation of Report Distribution Systems. You may use the Software by itself or as part of a system to regularly create, deliver, distribute or share Views and other information inside or outside of the SolidSource environment to any number of users inside the organization that owns the license. Distribution and delivery of Views and information outside the organization that owns the license is not permitted, except for educational licenses or if agreed in written by SolidSource. 4. OWNERSHIP You agree that SolidSource and/or its suppliers retain all right, title and interest in and to the Software and all copies at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software or to any related patents, copyrights, trademarks or other intellectual property. You agree to use reasonable efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. SolidSource and/or its suppliers reserve all rights not expressly granted to you. SolidSources suppliers are the intended third party beneficiaries of this License Agreement and have the express right to rely upon and directly enforce the terms set forth herein. Any data, content or information accessed through the Software is the property of the applicable data/content/information owner and may be protected by applicable copyright law. This License Agreement gives you no rights to such data, content or information. 5. COPYRIGHT The Software is copyrighted by SolidSource and/or its suppliers and is protected by Dutch, European and International copyright and patent laws and international treaty provisions. You may not copy the Software except: (a) to provide a backup copy; or (b) to install the Software components licensed by you, as set forth in Sections 3, 4, 5 and 6, on to computers as part of executing the Software. Solely with respect to the documentation included with the Software, you may make a reasonable number of copies (either in hardcopy or electronic form), provided that such copies shall be used only by licensed end users in conjunction with their use of the Software and are not republished or distributed to any third party. You must reproduce and include all copyright notices, trademarks or other proprietary legends of SolidSource and its suppliers on any copy of the Software or documentation made by you. Any and all other copies of the Software and/or the documentation made by you are in violation of this License Agreement. WARNING: Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. 6. OTHER RESTRICTIONS Except as expressly permitted by this License Agreement, you hereby acknowledge and agree that (a) you will not use the Software on a timesharing basis or to operate a service bureau facility for the benefit of third-parties unless you acquire an appropriate License from SolidSource; (b) you will not modify or translate the Software except as necessary to configure the Software using the menus, options and tools provided for such purposes and contained in the Software; (c) you will not in any way reverse engineer, disassemble or decompile the Software or any portion thereof except to the extent and for the express purposes authorized by applicable law notwithstanding this limitation; (d) you will not transmit, or provide Access to, the Software over a network except as expressly described in the associated documentation; (e) you will provide access to the Software only as allowed in this Agreement; (f) you will not sublicense, assign, rent, sell, lease, distribute or otherwise transfer the Software or any of the rights granted by this License Agreement, unless you obtain a separate license from SolidSource for such purposes; (g) you will not use, distribute or integrate the Software with any general-purpose report writing, data analysis or view or report delivery product or any other product that performs the same or similar functions as SolidSource product offerings; (h) you will not use the Software to develop a product that is generally competitive with SolidSources product offerings; (i) you will not use unauthorized keycodes to access additional Software functionality or performance. 7. LIMITED WARRANTY AND REMEDY a) SolidSource hereby warrants to you that: (i) for a period of ninety (90) days from delivery of the Software, the Software will substantially conform to the functional description set forth in its associated documentation; and (ii) for a period of ninety (90) days from delivery the physical media (e.g., diskettes or CD-ROM) and physical documentation containing the Software will be free from defects in materials and workmanship. Any implied warranties on the Software and media are limited to ninety (90) days from delivery, to the extent such warranties cannot be disclaimed under Section 7(c) below. The above warranties specifically exclude defects resulting from accident, abuse, unauthorized repair, modifications, or enhancements, or misapplication. SolidSource does not warrant that use of the Software will be uninterrupted or error free. Delivery of additional copies of, or revisions or upgrades to, the Software shall not restart or otherwise affect the warranty period for previously delivered copies. b) Your exclusive remedy for breach of the above-stated limited warranty shall be, at SolidSources option, either: (i) correction or replacement of the Software with product(s) which conform to the above-stated limited warranty; or (ii) return of the price paid for the Software and termination of this License Agreement with respect to those copies not in compliance. Such remedy shall be provided to you by SolidSource only if you give SolidSource written notice of any breach of the above-stated limited warranty, not later than ninety (90) days following your receipt of the Software. c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SOLIDSOURCE AND ITS SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, WITH RESPECT TO THE SOFTWARE AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS LICENSE AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS: (I) OF MERCHANTABILITY; (II) OF SATISFACTORY OR MERCHANTABLE QUALITY; (III) OF FITNESS FOR A PARTICULAR PURPOSE; (IV) OF NONINFRINGEMENT; OR (V) ARISING FROM COURSE OF PEFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. d) SolidSource does not assume and hereby disclaims any liability to any party for any loss, damage, or any potential business disruption caused by errors, omissions, or inaccuracies in Software and Views provided by SolidSource, whether such errors, omissions or inaccuracies result from negligence, accident, or any other cause. 8. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOLIDSOURCE OR ITS OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS OR AFFILIATES BE LIABLE FOR: (I) COSTS OF SUBSTITUTE GOODS OR SERVICES; (II) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, WHETHER IN AN ACTION OF CONTRACT OR TORT, EVEN IF SOLIDSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (III) ANY CLAIM AGAINST YOU BY ANY THIRD PARTY; AND (IV) ANY DAMAGES, LOSSES OR INJURIES TO YOU, OR THOSE CLAIMING THROUGH YOU, IN EXCESS OF THE FEES PAID BY YOU FOR THE SOFTWARE OR SERVICES DIRECTLY CAUSING THE LIABILITY. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS LICENSE AGREEMENT. SOME STATES/JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 9. AUDIT During the term of this Agreement and for three (3) years after termination or expiration, you will maintain complete records regarding your use and distribution of the Software. Upon reasonable notice to you, SolidSource may audit, at SolidSource' expense, your books and records to determine your compliance hereunder. In the event any such audit reveals that you have underpaid SolidSource by an amount greater than five percent (5%) of the amounts due SolidSource in the period being audited, or that you have knowingly breached any material obligation hereunder, then, in addition to such other remedies as SolidSource may have, you shall pay or reimburse to SolidSource the cost of the audit. 10. TERMINATION This License Agreement is effective until terminated. You may terminate this License Agreement at any time by providing SolidSource with written notice, provided that you have complied with the return and/or destruction policy set forth below. This License Agreement may be terminated by SolidSource if you fail to comply with any of the terms and conditions set forth in this License Agreement and do not remedy such failure within thirty (30) days after receiving notice thereof. Upon any termination of this License Agreement, you agree to: (i) immediately cease all use of the Software, including the use and distribution of any Custom Applications incorporating the Software; and (ii) notify all third parties using the Software through you to comply with the foregoing. Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive any termination of this License Agreement. 11. GENERAL This License Agreement is governed by the laws of the Netherlands and the European Union, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. If any provision of this License Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this License Agreement. This License Agreement constitutes the entire agreement between you and SolidSource, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this License Agreement. This License Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If you are acquiring the Software on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this License Agreement. All terms of any purchase order or other ordering document submitted by you shall be superseded by this License Agreement. The product name for the Software is a trademark or registered trademark of SolidSource. 12. EXPORT CONTROLS You acknowledge that the Software is of EU origin. You agree to comply with all applicable international and national laws that apply to the Software. 13. ORDER TERMS Purchase orders conforming to SolidSource purchase order requirements may be accepted from qualified companies. All pre-printed terms of any purchase order shall have no effect. Payment terms are net-30 days from date of invoice. SolidSource specifically disclaims price guarantees of any kind. You are responsible for payment of all applicable sales, use, consumption, VAT, GST, and other taxes and all applicable export and import fees, custom duties and similar charges, excluding taxes based on SolidSource net income.