IMPORTANT NOTICE – READ THIS LICENSE AGREEMENT CAREFULLY:

This Software License Agreement (License Agreement) is between the purchaser (Licensee) and Distributed Solutions, Inc. (DSI). This license applies to all DSI owned automated solutions built using the AEON Knowledge Management Platform (KMP) and comprising a combination of DSI proprietary and branded software products and tools. Solutions covered under this license include all components of the AEON KMP, AAMS, POMS and DCMS.

This License Agreement governs the use of any of the automated solutions described above. These automated solutions are individually and interchangeably hereinafter referred to as “the Solution” in the remainder of this document.

1. GRANT OF LICENSE

1.1 DSI hereby grants the purchaser (Licensee) the nonexclusive, nontransferable right for each named user up to the solution user limits purchased. Prompt access to a purchased system shall be granted to DSI upon request in order to verify license counts. The standard License Agreement provides for use of the Solution for a one (1) year period unless otherwise agreed to in writing by DSI.

1.2 If the Solution is hosted on other than a DSI-sponsored site, the Licensee may install a single instance of the Solution for production use, a single instance of the Solution for testing purposes and make one copy for backup or archival purposes. Other installations supporting training, or other authorized purposes must be agreed to in writing by DSI.

2. EXCLUSIONS

2.1 Purchaser (Licensee) shall not modify, reverse engineer, disassemble or de-compile the Solution or in any manner seek to obtain the source code, data structures, business logic, regulatory or KnowledgeBase content, web page logic etc. (inclusive of all technologies) incorporated into the Solution.

2.2 Purchaser (Licensee) shall take all necessary measures to insure that all parties having access to the Solution shall comply with all terms of this license. Purchaser (Licensee) is liable for the actions of all parties granted access to the Solution.

2.3 Purchaser (Licensee) shall not rent, lease, timeshare or otherwise provide access to the Solution beyond the user community named in the purchase agreement for the License. If not explicitly stated in the purchase agreement the user community limits for a Solution shall be determined at the sole discretion of DSI.

2.4 Purchaser (Licensee) shall not disclose or otherwise make the Solution available for viewing or use by any DSI competitor. Licensee shall not provide functional information incorporated in the Solution to any party with the intent of causing that party to provide comparable functionality.

3. OWNERSHIP & COPYRIGHTS

DSI is the sole and exclusive owner of the Solution (excluding any third party software) and any customizations and updates thereto. Fees paid for the License are only for right-to-use and do not give Licensee any ownership or title to the Solution. Copyrights in and to the Solution are owned by DSI or, as applicable, third party software entities. Licensee shall not remove alter or otherwise modify any DSI copyright, trademarks, Trade Secret notices, logos or other ownership information in or associated with the Solution.

4. SUBSCRIPTION UPDATES FOR SOFTWARE, KNOWLEDGEBASE AND REGULATORY CONTENT

4.1 The Solution consists of three components – the software, the knowledge-base and the regulatory content. DSI supports the Solution only on a subscription basis payable upfront on an annual basis. The scope and type of support provided is determined by the level of subscription purchased for each component and other applicable contract terms mutually agreed to by the purchaser and DSI.

4.2 New or enhanced solution versions (software, knowledge-base updates and regulatory content) are released to Licensee periodically on a schedule determined by DSI.

4.3 The Purchaser (Licensee) is obligated to install each new solution version within a reasonable time period after release. Solution instances installed at a purchaser site (inclusive of third party hosting arrangements managed by the purchaser) which are more than 3 versions behind will be considered in violation of DSI’s subscription agreements and DSI may at its discretion refuse to support such instances until they are updated to current levels.

5. TERMINATION

For Terminations related to Federal Clients, Licensee's termination rights shall be governed by FAR 52.212-4(l) and (m). Licensor's termination rights shall be governed by the FAR 52.212-4(d). Recourse against the United States for any alleged breach of this agreement must be made under the terms of the Federal Tort Claims Act or as a dispute under the contract disputes clause (Contract Disputes Act) as applicable. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer.

For Terminations related to Non-Federal Clients, DSI may terminate this License and any subscription agreement should the Licensee fail to make timely payment or otherwise fail to comply with the terms or conditions of this Agreement. Upon termination or expiration of this License, Licensee must destroy all copies of the Solution including all software, data and documentation and upon request by DSI, provide written certification of such destruction.

6. LEGAL ADVICE DISCLAIMER NOTICE

The Solution is not intended to be a substitute for legal, policy or any regulatory advice.

7. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY

THIS SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED.

IN NO EVENT SHALL DSI BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8. APPLICABLE LAW

For Federal Clients the federal laws of the United States shall govern this agreement, without regard to conflicts of law provisions.

For Non-Federal Clients the laws of the Commonwealth of Virginia shall govern this agreement, without regard to conflicts of law provisions.