License AgreementΒΆ

ABSIO CORPORATION SOFTWARE LICENSE AGREEMENT

1.	INTRODUCTION.

a.	Use of Software Subject to Agreement.  Your use of our software (referred to collectively
as the "Software" in this document is subject to the terms of this agreement between
you and us, as amended from time to time (the "Agreement").

b.	Acquisition of Licenses.  You acquire Licenses and related services subject to this
Agreement by submission of a Purchase Order(s) and payment of amounts due
thereunder or by making a credit card payment specifying the type, quantity and
License Term of the Software, as a result of which you are entitled to the rights set forth
in this Agreement.

c.	Parties.  The term "You" or "you" means the individual, company, entity or organization
which is executing or otherwise taking action to be bound by this Agreement; "we" or
"us" means Absio Corporation, a Colorado corporation, and "both of us" means both
you and us.

2.	ACCEPTING THIS AGREEMENT.

a.	Agreement to Terms.  Your use of our Software is subject to your acceptance of the
terms of the Agreement whether by (i) clicking to accept or agree to this Agreement,
where this option is made available to you; (ii) by executing a Purchase Order referring
to this Agreement; (iii) by paying an invoice referring to this Agreement; (iv) by
executing this Agreement; or (v) by actually using the Software.

b.	Acceptance of Terms by a Company, Entity or Organization.  If you are entering into this
Agreement on behalf of an entity, company or organization, you represent that you
have the authority to bind your company, entity or organization to this Agreement.

3.	DEFINITIONS.  The following terms used in this Agreement have the specific meanings set forth
below:

a.	"Add-on Module" means the portion of the Software, if made available, that adds new
functionality to the SDK, but is not required to be installed to ensure continued
functioning of Application(s).

b.	"Agreement" is defined in section 1(a).

c.	"Application" is a software application you create which incorporates the Software.

d.	"Business Days" means days that occur Monday through Friday, exclusive of observed
holidays.  If any event occurs during a Business Day, and the response is designated in
"Business Days," the deadline for such event to occur shall be prior to the end of the
Standard Support Hours on that number of following Business Days.  For example, an
event occurring on Monday (at any time) for which one Business Day response is
committed is due to be responded to by 7:00 pm Mountain Time Tuesday.  An event
occurring on Monday for which five Business Days response is committed to is due to
be responded to by 7:00 pm Mountain Time on the subsequent Monday.

e.	"Business Hours" has the following meaning:  if any event occurs during Standard
Support Hours, and the response is designated in "Business Hours," such time period
shall mean actual hours (even if such period extends beyond the normal end of
Standard Support Hours).  If any event occurs outside of Standard Support Hours, and
the response is designated in "Business Hours," such time period shall mean actual
hours commencing upon the opening of business on the next Business Day.


f.	"Customer" means your customer to whom you sell or license the Application(s).

g.	"Extraordinary Circumstances" include fire, flood, earthquake, elements of nature or
acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes,
lockouts, labor difficulties, generalized internet interruptions (through denial of service,
worms, telecommunications problems and the like) or any other cause beyond our
reasonable control.

h.	"Feedback" is defined in section 10(b).

i.	"Installation Instance" means a single installation of the SDK, on any computer, virtual
computer or device.

j.	"License" means the acquisition of the particular use rights (via payment and agreeing
to the terms of this Agreement), and with the rights the responsibilities, provided in this
Agreement.

k.	"License Term" means the period for which you have acquired the right to use the
Software, pursuant to this Agreement and any Purchase Order.

l.	"Licensee" means you and/or any of your Customer(s) using your Application(s).

m.	 "Major Release" means a change to the Software which requires a change to the
Application to consume.

n.	"Minor Release" means a change to the Software provided according to a normal
development cycle, which does not generally require a change to the Application to
consume.

o.	"Patch Release" means a change to the Software provided outside the normal
development cycle, which does not generally require a change to the Application to
consume.

p.	"Purchase Order" means a separate document itemizing the Software you are licensing
pursuant to this Agreement, the License Term and the cost of such License(s).

q.	"Sale" or "sell" and other similar terms, when used in connection with the marketing
and distribution of any of the Software shall mean the licensing of such materials, and
shall not be deemed for any purpose to mean a transfer of title or other rights of
ownership to the Software.

r.	"SDK" means the portion of the Software enabling, among other functions, and as
applicable to your Application(s), user registration, user or device authentication,
private /public encryption key generation, Content encryption/decryption, Content
access and use controls, and the obfuscated storage of encrypted Content and
encryption keys.

s.	"Server" means the portion of the Software, if required, enabling user identity
management, storage of public encryption keys, the routing and sharing of Content and,
if applicable, the backup storage of Content or private encryption keys.

t.	"Software" is defined in section 1(a).

u.	"Standard Support Hours" means from 8:00 am to 5:00 pm, Mountain Time, Monday
through Friday, exclusive of observed holidays.

v.	"Trial License" is defined in section 4(c)(iii).

w.	"Trial Purchase Order" provides the terms and conditions of a Trial License.

x.	"Updates" means Major Releases, Minor Releases and Patch Releases.

4.	LICENSE FROM US.

a.	Grant of License - Usage in General.  Subject to this Agreement, we give you a personal,
worldwide, non-exclusive right to use the Software in object code form only (except as
otherwise specifically set forth below) for the purposes set forth below, depending on
the particular license you have acquired.  You may use the Software solely for the
purpose of designing, developing and testing your Application(s) and (as subject to the
provisions below) using such Application(s) internally or making them accessible or
distributing them to third parties.

   You may distribute the Application(s) you make containing our Software subject to the
limitations of and type of use set forth below and in any Purchase Order, and subject to the
following conditions:  (i) you may not permit further redistribution of our Software by your
Customer(s); (ii) you must distribute your Application(s) under a written agreement that
prohibits reverse engineering, decompilation or disassembly of the Application(s) and
requires your Customer(s) of the Application(s) to abide by the conditions stated in this
Agreement; and (iii) without our consent, or as required below, you may not use our name,
logo or trademarks to market your Application(s).

b.	License Grant - Length of Term.  The provisions of this Agreement are effective unless
terminated.  Following the expiration of the applicable License Term, you may no longer
deploy new units of Application(s) incorporating the Software.  Unless otherwise
expressly prohibited by this Agreement, however, your Customer(s) continue to have
the right to use Application(s) incorporating the Software supplied to them prior to the
expiration of the term of the related License Term.  Any use of the Software beyond the
scope of this Agreement or any Purchase Order is subject to payment of additional
License fees.

c.	Licensing Models.

i.	In General.  You are required to purchase a License for the Software that is in
use in your Application(s).  The Software includes the SDK and may include
Add-on Modules and Server, if applicable.  Each instance of your Application(s),
wherever installed, by you or your Customer(s), will require an Installed
Instance of the SDK.  The purchase price(s) for the Software are specified on the
particular Purchase Order.

ii.	Trial Option.  We may supply "Trial Licenses" for evaluation by you prior to
purchasing a paid License. If your Software is designated as supplied under a
Trial License, the terms of that Trial License will be specified on a Trial Purchase
Order.

iii.	U.S. Government End Users.  The Software is "Commercial Computer Software"
as defined in DFARS 252.227-7014, and "Restricted Computer Software" as
defined in FAR 52.227-14, Rights in Data-General, including Alternate III, as
applicable, with "Limited Rights," in accordance with this Agreement's terms
and conditions.  We must be notified in advance of any license grants to United
States Federal Governmental entities.

5.	LIMITATION ON YOUR USE.

a.	Restrictions on Use.  You may not (and you may not permit anyone else, on your behalf
or otherwise to) copy, disassemble, modify, create a derivative work of, reverse
engineer, decompile or otherwise attempt to extract the source code of the Software or
any part thereof.

b.	Compliance with Laws.  You agree to use the Software only for purposes, and in a
manner, permitted by (i) this Agreement and (ii) any applicable law, regulation or
generally accepted practices or guidelines in the relevant jurisdictions including, without
limitation, any regulations of the United States Bureau of Export Administration and
other applicable governmental agencies (including all applicable US export restrictions).

c.	Restrictions on Sublicense or Assignment.  This Agreement and any license granted
under this Agreement are personal to you, and do not include the right to sublicense
your rights under this Agreement to any third party.  You may not transfer or assign, by
operation of law or otherwise, this Agreement or your License to any third party
without our prior written consent, which may be withheld in our sole discretion for any
reason or no reason.  Notwithstanding the foregoing, you may permit your employees,
consultants or other third-party service providers (collectively, "Personnel") to access
and use the Software on your behalf; provided that you shall be responsible for
ensuring that your Personnel comply with this Agreement and any applicable end user
license agreement or terms and conditions to which they assent.  If you acquire a third
party entity or acquire substantially all the assets or equity of a third party entity, or are
acquired by a third party, in each case, whether by merger, change in control, sales of
assets, consolidation or otherwise, such event shall be considered an assignment of this
Agreement for this purpose.  Any assignment or attempted assignment in violation of
this Agreement shall be of no effect, and shall constitute a breach of this Agreement
and result in the immediate and automatic termination of your license rights under this
Agreement; any renewal of such rights shall, if then available, be at our sole discretion,
and will be on terms and conditions applicable at the time of such renewal.  You may
not create a library that exposes or wraps functionality of the Software to a non-
licensed party

6.	SUBSEQUENT OR PREVIOUS VERSIONS OF THE SOFTWARE; MULTIPLE PHYSICAL COPIES.

a.	Future Versions.  The License granted to you under this Agreement is for the current
version of the Software as of the time we make such version available to you under this
Agreement.  We may release future versions of the Software under this Agreement or a
different agreement.  Nothing in this Agreement is a commitment to you of
compatibility between the Software and any future versions of the Software. This
Agreement shall apply to any such updated Software made available to you except as
otherwise expressly agreed in connection with such updated Software.

b.	Upgrades of Previous Versions.  If the Software provided to you is an upgrade or revised
version of the Software previously provided to you under this Agreement or a
predecessor agreement, you may not loan, rent, lease or otherwise transfer the original
non-upgraded Software to another user or a separate computer.  If the Software is an
upgrade of a component of a package of software programs that you licensed as a single
product, the Software may be used and transferred only as part of that single product
package and may not be separated for use by another user or on a separate computer.

c.	Multiple Physical Copies.  You may receive the Software in more than one medium.
Receipt of more than one copy of the Software (either on physical media or by multiple
downloads or otherwise) does not entitle you to any additional rights to the Software.
Your rights to use the Software derive from this Agreement and the License related
hereto, not from any rights to ownership of tangible media, which if provided is only
provided for your convenience.

7.	SUPPORT OBLIGATIONS.  The following provisions set forth your rights concerning maintenance
and support of the Software.  Any such services are provided only during the License Term.

a.	General.  Our support obligations for the Software are comprised of the following:

i.	Updates.  We will make available to you, at no additional charge, all Updates to
the Software which we make generally available to our customers during your
License Term.

ii.	Versions Supported.  We will not be responsible for support services for any
version of the Software other than the current and previous Major Release of
the Software, provided that we will support each Major Release (and the latest
Minor Release(s) and Patch Release(s) made available with respect thereto) for
a period of not less than one year from initial release of the Major Release.

iii.	Problem and Error Resolution.  We will investigate all potential errors related to
the Software's nonconformance to any documentation we provide, so long as
you have notified us in writing (including via email and via submission to a
support site or portal we make available to you) during the License Term.  We
will make commercially reasonable attempts to substantiate the existence of
the problem or error, evaluate the seriousness of the problem's effect on you
and provide a workaround or resolution within the time frame established in
the Error Reporting and Priority Guidelines.  This does not guarantee that the
resolution will include an update to the Software that will resolve or fix the
reported issue.

iv.	Telephone Consultation.  We will provide reasonable telephone consultation to
assist in the implementation and utilization of the Software during our Standard
Support Hours.  We may require that you submit a support request through a
web support portal, depending on the classification of assistance required.

b.	Error Reporting and Priority Guidelines.

i.	Contacting our Support.  Requests, other than bug submissions, may be made by
telephone at (720) 836-1225, or via the web at www.absio.com/support.

ii.	Submitting Bugs.  Bug submissions must be made to our submission portal at
https://github.com/Absio/absio-secured-container/issues.

iii.	Classification of Errors.  Upon receipt of requests for support, we classify
support calls on the following basis:

Priority    Priorities Assigned Under These Guidelines
1           Licensing issues related to deployment of the Software
2           Produces an emergency situation in which the Software is inoperable, or
            fails catastrophically
3           Produces a detrimental situation in which performance (throughput or
            response) of the Software degrades substantially under reasonable loads,
            such that there is a severe impact on use; one or more main functions or
            commands is inoperable; or the use is otherwise significantly impacted;
            licensing issues not related to the deployment of the user's product.
4           Produces an inconvenient situation in which the Software is usable, but
            does not provide a function in the most convenient or expeditious manner
            or produces incorrect results, and the user suffers little or no significant
            impact.
5           Any other support issue, including requests for enhancement of
            documentation changes.

iv.	Response Time.  We shall, after receipt and classification, use commercially
reasonable efforts to respond during Standard Support Hours to each
notification as indicated below, with a resolution of the issue as indicated
below:

Priority    Receipt Acknowledged    Resolution Goal
1           4 Business Hours        1 Business Day - correction to be issued
                                    when tested and available
2           4 Business Hours        2 Business Days - correction to be issued
                                    when tested and available
3           4 Business Hours        Correction to be issued when tested and
                                    available
4           4 Business Hours        Correction to be included in a future release,
                                    on a business justifiable basis
5           4 Business Hours        Request may or may not be include in a
                                    future release, at our discretion

*	Receipt Acknowledged:  time for our operational staff to respond to your
notification and resolution commences.
*	Resolution Goal:  if availability is not restored by this time, the issue will
be escalated to a manager.

THESE RESPONSE TIMES AND RESOLUTION GOALS ARE NOT APPLICABLE TO TRIAL
LICENSES.

c.	Conditions for Support Provided by Us.  We provide a second level of support for those
problems that you cannot reasonably be expected to resolve for yourself.  Accordingly,
our performance under the above criteria is conditioned upon your compliance with the
following conditions of support:

i.	You must provide (or at least disclaim any requirement of ours to provide) first
line support to your users (and your Customer(s)' users);

ii.	You must ensure that the Software is used only in combination with other
software, devices or hardware recommended or specified by us as being
compatible with the Software, and ensure a stable network environment with
adequate capacity.  In addition, you are expected to provide a technically
qualified single point of contact for coordination of support with us;

iii.	You must install (or cause your Customer(s) to install) all Updates we make
available to you.  We are not responsible for support services with respect to
the Software if you (or the Customer(s)) have refused to permit updating of the
Software by all applicable Minor Releases and Patch Releases or if you have not
ensured that hardware and network services are correctly configured and
operating according to specifications, and operating system software and other
third party software is current, and has all manufacturer/supplier-
recommended updates and patches;

iv.	You must provide us with reasonable access (remote or on-site, as needed by
us) to the equipment, the Software and all relevant documentation and records
related to a reported issue, and such reasonable assistance as we may request,
including sample output and other diagnostic information, in order to assist us
in providing support;

v.	We are not responsible for support services to the extent arising in connection
with Extraordinary Circumstances.

d.	Services not Included.  Support services do not include any of the following:

i.	Custom programming services;

ii.	On-site support, including installation of hardware or any third party software;

iii.	Support of any Software not covered by this Agreement; or

iv.	Training.

8.	PUBLICITY.  You agree to be identified as a customer of ours and agree that we may refer to you
by name, trade name and trademark, if applicable, and may briefly describe your business in our
marketing materials and website.  Your hereby grant us a license to your name and any of your
trade names and trademarks solely in connection with the rights granted to us pursuant to this
section.

9.	PAYMENT.

a.	Payment.  You agree to pay all charges, recurring fees, applicable taxes and other
charges at the rates in effect for the billing period in which those charges are incurred
based on the applicable License(s) and/or Purchase Orders.  All payments shall be made
at our address indicated in this Agreement or at such other address as we may from
time to time indicate by proper notice hereunder.  All invoices are due and payable
within thirty (30) days of our date of invoice.  Interest shall be payable at the rate of one
and one-half percent (1.5%) per month or at the maximum rate permitted by law,
whichever is less, on all overdue and unpaid invoices until paid in full.  All fees are
denominated and to be paid in United States Dollars and are exclusive of any applicable
taxes.  You shall pay, indemnify and hold us harmless from all sales, use, value added or
other taxes of any nature, other than personal property or taxes on or measured by our
net or gross income, including penalties and interest, and all government permit or
license fees assessed upon or with respect to any fees.

b.	Billing Disputes.  You must inform us of any billing problems or discrepancies within
ninety (90) days after they first appear on your account statement or invoice.  If you do
not bring them to our attention within ninety (90) days, you agree that you waive your
right to dispute such problem or discrepancies.

c.	Consequences of Nonpayment.  In the event we are unable to collect payment from you
in accordance with this Agreement, in addition to reserving all other rights we may have
hereunder, this Agreement shall terminate and the provisions of Section 11(c) shall
apply.

10.	PROPRIETARY RIGHTS.

a.	Ownership of Intellectual Property.  We (or our licensors) own all legal right, title and
interest in and to the Software, including any intellectual property rights that subsist in
the Software (whether those rights happen to be registered or not, and wherever in the
world those rights may exist).  The Software may contain information that is
confidential to us (including, without limitation, any information so designated) and you
shall not disclose such information to any third party without our prior written consent.

b.	Content.  Suggestions.  You may voluntarily provide suggestions, comments or other
feedback ("Feedback") to use with respect to items or information provided by us under
this Agreement.  We are not required to hold your Feedback in confidence, and your
Feedback may be used by us for any purpose without obligation of any kind.
Incorporation of your Feedback into our materials or products does not affect our
exclusive ownership of such materials by us.

c.	Notices/Protection of Proprietary Rights.  You may not remove, obscure, or alter any
proprietary rights notices (including copyright and trademark notices) that may be
affixed to or contained within the Software.  In using the Software, you will not use any
trademark, service mark, trade name, or logo of any company or organization in a way
that is likely or intended to cause confusion about the owner or authorized user of such
marks, names or logos.  Nothing in this Agreement gives you a right to use any of our
trade names, trademarks, service marks, logos, domain names, and other distinctive
brand features without obtaining, in each instance, our prior written consent.

11.	TERM.

a.	Term.  This Agreement is effective until terminated as set forth in this section.

b.	Termination for Cause.  Either party may terminate this Agreement for cause upon
thirty (30) days written notice in the event the other party breaches a material provision
of this Agreement, which breach is not cured within such thirty (30) day period.

c.	Effect of Termination.  Upon any termination of this Agreement, your right to use the
Software terminates.  Notwithstanding the foregoing, the following provisions of this
Agreement survive any termination:  section 5, "Limitation on Your Use;" section 10,
"Proprietary Rights;" section 12, "Exclusion of Warranties;" section 13,
"Indemnification"; section 14, "Limitation of Liability;" section 16, "General Terms".

12.	EXCLUSION OF WARRANTIES.  THE SOFTWARE IS MADE AVAILABLE "AS IS, AS AVAILABLE."  WE
EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SOFTWARE, WHETHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT PROMISE THAT
YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.  YOU ALONE SHALL
BEAR THE RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR
COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF
THE SOFTWARE.  WE EXPRESSLY DISCLAIM ANY WARRANTIES THAT MAY BE IMPLIED OR
OTHERWISE ARISE FROM USAGE OF TRADE OR COURSE OF DEALING, OUR COURSE OF
PERFORMANCE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

13.	INDEMNIFICATION.

a.	By Absio.  We shall indemnify, hold harmless and defend you, and your shareholders,
directors, officers, employees, agents and/or representatives, from and against any and
all actions, disputes, proceedings, claims, damages, expenses, liabilities, losses and
costs, including reasonable attorney fees, arising from or relating to any claim that the
Software infringes or misappropriates any United States intellectual property right.  We
will have no obligations under this section for any claim that results from:  (i) any
modification, alteration or change to the Software by you or by a third party on your
behalf without our written consent; (ii) your use of the Software in a manner not
authorized by this Agreement, or otherwise in writing by us; (iii) the unlicensed or
unauthorized use or distribution by you of the Software; (iv) use of a superseded or
altered release of the Software if infringement would have been avoided by the use of a
current unaltered release of the Software that we provide you at our expense; or (v) any
combination of the foregoing.

b.	By You.  You agree to indemnify, hold harmless and defend us, and our shareholders,
directors, officers, employees, agents and/or representatives, from and against any and
all actions, disputes, proceedings, claims, damages, expenses, liabilities, losses and
costs, including reasonable attorney fees, arising from or relating to any use of the
Software by you or your Customers in violation of this Agreement, or any third party
claims made against us based upon use of the Software by you or your Customers.

c.	 General Indemnification Terms.  The indemnifying party will defend at its expense any
action described in this Indemnification section brought against any indemnified party
and will pay any costs and damages finally awarded against the indemnified party in
such action or in settlement of such claim; provided that the indemnified party shall not
be required to pay any settlement to which it has not consented, which consent shall
not be unreasonably withheld.  As a condition to receiving any such indemnification, the
indemnified party must promptly notify the indemnifying party in writing of such claim
and permit the indemnifying party to control the defense of any such claim, which
consent shall not be unreasonably withheld.  The indemnified party shall have the right,
at its own expense, to participate in the defense of any such claim through counsel of its
own choosing.  The indemnified party shall cooperate reasonably, at the indemnified
party's expense, with the indemnifying party in defense of such claim.

14.	LIMITATION OF LIABILITY.  EXCEPT FOR OUR INFRINGEMENT OBLIGATIONS HEREUNDER, OUR
CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF
FEES PAID BY YOU PURSUANT TO ALL PURCHASE ORDERS IN EFFECT WITHIN THE 12-MONTH
PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE LIABILITY.  IN NO EVENT WILL
WE BE LIABLE FOR DIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES, INCLUDING LOSS OF PROFITS, REVENUES, DATA, USE, ANY OTHER ECONOMIC
ADVANTAGE OR COST OF COVER INCURRED BY YOU OR ANY CUSTOMER ARISING OUT OF THIS
AGREEMENT, UNDER ANY THEORY OF LIABILITY, WHETHER IN AN ACTION IN CONTRACT, STRICT
LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF
WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

15.	ACKNOWLEDGEMENT OF ALLOCATION OF RISK.  The Software provided to you hereunder is to
be incorporated by you into products over which we have no control, provided to Customers we
have no right to evaluate, and with whom we have no right to communicate or negotiate.  You,
and not we, therefore, have essential control over circumstances that will enable you to assess
and mitigate risk associated with the use of the Software.  The provisions of this Agreement are
designed to allocate risk consistent with these realities.  You accordingly acknowledge that you
understand that an essential purpose of the exclusion of warranties, the indemnification and
limitation of liability provided in this Agreement is allocation of risks between both of us, which
allocation of risks is reflected in the applicable fees and other arrangements between both of us
in the Agreement, and that we would not be willing to enter into this Agreement with you and
license the Software to you if we were required to bear any additional risk.

16.	GENERAL TERMS.

a.	Waiver, Amendment or Modification. The waiver, amendment or modification of any
provision of this Agreement or any right, power or remedy hereunder shall not be
effective unless in writing and signed by authorized representatives of the parties. The
terms of this Agreement may not be amended or changed by the terms of any purchase
order, service order, acknowledgment, invoice or similar document even though a party
may have signed or accepted such document.  No failure or delay by either party in
exercising any right, power or remedy with respect to any of the provisions of this
Agreement shall operate as a waiver thereof.

b.	Severability. In the event that any provision of this Agreement is found by an arbitrator
or court of competent jurisdiction to be invalid, void or unenforceable, the parties agree
that unless it materially affects the entire intent and purpose of the Agreement, the
invalidity, voidness, or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question shall be
deemed to be replaced with a valid and enforceable provision most closely reflecting
the intent and purpose of the original provision.

c.	Notices. Any notice or other communication required or permitted hereunder shall be in
writing. Notice shall be deemed given on the date of receipt - as evidenced in the case
of electronic or written delivery confirmation.  Notices to each party shall be sent to the
address set forth for each party on the most recent Purchase Order, or to such other
place as such party may designate by written notice to the other party.

d.	Limitations, Governing Law, Forum Selection. Any claim for breach of contract,
negligence, or other alleged wrongful act arising out of this Agreement must be
commenced not later than one (1) year after the alleged breach, negligent act, or other
wrongful act.  The validity, construction and performance of this Agreement shall be
governed by and construed in accordance with the United States federal common law.
The sole and exclusive jurisdiction for the resolution of any dispute or claim arising out
of or under this Agreement shall be the United States federal courts, and the parties
expressly consent to the personal jurisdiction and venue in those courts located in
Denver, Colorado for this purpose.

e.	Relationship. Nothing herein shall be construed as creating a partnership, employment
relationship, or agency relationship between the parties, or as authorizing either party
to act as agent for the other. Each party shall maintain its separate identity.

f.	Entire Agreement. This Agreement, including the Exhibits and any Purchase Orders,
constitutes the final and exclusive statement of the terms of the agreement between
the parties concerning its subject matter, and supersedes any and all prior or
contemporaneous oral or written agreements, proposals, representations, statements,
understandings between the parties concerning its subject matter. The parties expressly
state that no information or materials aside from the terms specifically stated in this
Agreement, including without limitation, advertising and marketing materials,
statements and representations of salespeople or other individuals, form or are
otherwise a part of the basis of the parties' bargain.

g.	Other Remedies. Any and all rights and remedies of a party upon the other party's
breach of or default under this Agreement (whether expressly conferred by this
Agreement or otherwise) will be deemed cumulative with and not exclusive of any
other right or remedy conferred by this Agreement, and the exercise of any one remedy
will not preclude the exercise of any other.

h.	Binding Upon Successors, Permitted Assigns. This Agreement will be binding upon, and
inure to the benefit of, the permitted successors-in-interest or assigns of a party hereto,
subject to the restrictions set forth in section 5(d) herein.

i.	No Third Party Beneficiary. This Agreement is made and entered into for the sole
protection and benefit of the parties hereto and is not intended to convey any rights or
benefits to any third party, nor will this Agreement be interpreted to convey any rights
or benefits to any person except the parties hereto.

j.	Verification, Audit Rights. At our request, you shall promptly furnish us with written
certification verifying that the Software is being used in accordance with this
Agreement, including, if applicable, the number of Installed Instances.  You shall give us
reasonable access to your books, records and systems solely to verify that the Software
is being used pursuant to this Agreement.