H STREET BUSINESS SOLUTIONS Software License Agreement   PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (HEREINAFTER REFERRED TO AS THE "AGREEMENT") CAREFULLY.  TO USE THE CLIENT SOFTWARE, YOU (HEREINAFTER REFERRED TO AS "YOU" &/OR "YOUR") MUST ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT GOVERNS YOUR USE AND ALL END-USERS WITHIN YOUR ORGANIZATION'S USE OF THE FILEFICHE SOFTWARE AND ALL RELATED COMPONENTS AND/OR MODULES. IT IS STRONGLY RECOMMENDED THAT YOU PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORD, YOU MAY FIND A VERSION OF THIS AGREEMENT POSTED AT THE FOLLOWING URL www.hstreet.com/filefiche-eula.txt   IF YOU CHOOSE TO REJECT THIS LICENSE AGREEMENT PRIOR TO YOUR USE OF THE PRODUCT, YOU SHALL NOT BE CHARGED A FEE OR YOU ARE ENTITLED TO A FULL REFUND OF ANY PREPAID FEES. TO RECEIVE A FULL REFUND OF FEES FOR PRODUCT(S) YOU NO LONGER WISH TO LICENSE BASED ON YOUR REJECTION OF THIS LICENSE AGREEMENT, YOU SHOULD CONTACT H STREET BUSINESS SOLUTIONS: 10803 Meadowhill Rd., Silver Spring, Maryland, United States, 20901 Definitions   "Licensed Product(s)" means the FileFiche® client software as developed by H Street Business Solutions, LLC, a Maryland, US corporation (hereinafter referred to as "H Street"), in machine-readable form of the object code, associated modules, user documentation, user manuals, installation guides, training materials, Updates, Upgrades, New Releases, products and maintenance, ordered by You and provided by H Street while this Agreement is in effect.   "Update(s)" and/or "Upgrade(s)" means a subsequent release of a particular Licensed Product, which provides patches, fixes, modifications, error corrections or enhanced functionality and for which H Street does not charge a license or other additional fee to You for that Licensed Product.   "New Release(s)" means a Licensed Product with greater or different capability than the Licensed Products and for which H Street charges a separate and/or additional license fee.   License Grant & Restrictions   License Grant.  The Licensed Product(s) are licensed only and are not sold to You.  H Street hereby grants, and You accept, a non-exclusive, non-assignable, non-transferable, non-sublicensable, limited license to use the Licensed Products in machine readable form only, and to utilize the Licensed Product(s), by You, for Your individual use only, in accordance with the user documentation for the term indicated when You licensed the Licensed Products from H Street (hereinafter referred to as the "Term").  The license grant is conditioned upon Your timely payment of the applicable fees. You may use the Licensed Product(s) subject to the terms and conditions contained herein, and any use shall always remain subject to this Agreement.   License Restriction.  You shall display and retain H Street’s and/or its suppliers' copyright, trademark, proprietary, or confidentiality statement and other notices on any portion of the Licensed Products, however such Licensed Products are used.   Software Restriction. You shall (i) not attempt to reverse engineer, decompile, disassemble, or attempt to derive the source code of the Licensed Product or any portion thereof, or otherwise derive its source code; (ii) not modify, port, translate, localize or create derivative works of the Licensed Product; (iii) not disclose the results of any performance tests or qualitative analysis on the Licensed Products(s) to any third party without the prior written consent of H Street;   (iv) not use the Licensed Product(s) in a way that (a) infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising); (c) is defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (d) is obscene, pornographic or indecent in violation of applicable law; or (e) to propagate any virus, worms, Trojan horses or other programming routine intended to damage any system or data; (v) not use the Licensed Product(s) in any application that may involve risks of death, personal injury, severe property damage or environmental damage, or in any life support applications, devices or systems and (vi) not use a total number of licenses in excess of the total amount allocated to You.  The license granted hereunder is specific to You only, and is not transferable to any other person or business entity, including subsidiaries and successors-in-interest to You, without the prior written consent of H Street.    Privacy Policy.  All use by H Street of personal information collected from You through and/or arising from, Your registration of the Licensed Products, shall be done in accordance with applicable privacy legislation provided You have furnished H Street with the designated country of origin of such personal information so that H Street may so comply with such applicable law. You appoint H Street to process any such personal information on your behalf. You warrant that You have all necessary authorizations and approvals required to process such personal information and to enable H Street to do the same as required for the provision of the services. H Street shall act only on reasonable instructions from You with respect to such personal information. Upon Your completion of the installation of the Licensed Products, You grant permission to H Street to verify Your personal information, including all information pertaining to Your credit card used for payment of fees under this Agreement with the appropriate credit agency and/or other applicable administrative organization.   Termination   Termination for Breach.  H Street may, by written notice to You which may include electronic mail (email), terminate this Agreement, including all licenses granted hereunder, if any of the following event(s) occurs: (a) the failure of You to pay H Street in full for any fee(s) and/or charge(s) due to H Street if payment is not rendered within ten (10) days after the payment was due; (b) any breach of any material term or obligation of this Agreement if not remedied within thirty (30) days after receipt of written notice; (c) any material breach of license grants, license restrictions, intellectual property rights, or confidentiality provisions provided herein effective immediately upon receipt of notice from H Street; or (d) your insolvency.   Intellectual Property Rights   Intellectual Property Rights. All intellectual property rights in and to the Licensed Products shall remain the property of H Street (and/or its suppliers if applicable), exclusively.  You shall have no right in or to the Licensed Products except as expressly set forth in this Agreement.  Intellectual property includes, but is not limited to, patents, inventions, invention disclosures, Marks (as defined below), trade secrets, know-how, formulae and processes, software programs, proprietary data and databases, copyrights and all other similar items of intellectual property, whether registered or unregistered, including any rights created thereof, all proceeds thereto, and the right to sue for past, present and future infringements. All rights not expressly granted hereunder by H Street are reserved for H Street (and/or its suppliers if applicable).  H Street retains the rights in and title to its respective trade names, trademarks, service marks, logos, domain names and other branding elements and identifiers (the "Marks"), and any other intellectual property previously or generally developed by H Street or its affiliates. You shall not copy, use, display, distribute or transfer the Marks or other Intellectual Property of H Street, except as expressly provided by this Agreement.   Intellectual Property Infringement   Intellectual Property Indemnification.  H Street will defend, at its own expense, any action against You based upon a claim that a Licensed Product(s) infringes a United States patent or United States copyright or involves misappropriation of a trade secret.  H Street will pay such damages or costs as are finally awarded against You for such infringement or misappropriation provided that You give H Street: (a) prompt written notice of any such action and of all prior related claims; (b) sole control of the defense and settlement of such action; and (c) full cooperation in any defense or settlement.  H Street shall not be liable for any fees, costs or damages incurred without such prior written notice, control and cooperation.  Notwithstanding the foregoing, H Street shall have no liability for any claim of infringement of a patent, copyright or other intellectual property right or trade secret misappropriation, based upon the use of any Licensed Product (a) with any other product not supplied and or approved by H Street; (b) in any manner or purpose for which the Licensed Product was not designed (including changes to the Licensed Product); (c) if the infringement or misappropriation would have been avoided by Your use of the most current version of the Licensed Product; or (d) which have been modified by anyone other than H Street.   Exclusive Intellectual Property Infringement Remedy.  Should any Licensed Product become, or in H Street's sole opinion be likely to become, the subject of a claim of infringement or trade secret misappropriation as set forth herein, H Street shall, at its option and expense: (a) obtain for You the right to continue using the Licensed Product; (b) replace or modify the Licensed Product so its use becomes non-infringing or otherwise lawful; or (c) terminate the license granted hereunder with respect to the infringing Licensed Product(s) and refund the license fee paid by You for the infringing Licensed Product(s), less a reasonable allowance for past use.  THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT.   Limited Warranty & Disclaimer   Licensed Product(s) Limited Warranty.  H Street warrants that the Licensed Product(s) will conform substantially in accordance with its documentation for ninety (30) days from delivery.  If H Street confirms a defect reported by You in the unaltered Licensed Product(s), H Street will use commercially reasonable efforts to remedy the nonconformance.  H Street does not warrant that the operation or utilization of any Licensed Product(s) will be uninterrupted or error free, nor does it guarantee that its remedial efforts will correct any nonconformance.  Corrections will be warranted for the remainder of the original warranty period.  If any Licensed Products fails to comply with any warranty set forth in this Section and H Street does not remedy such failure as required by this Section, H Street's obligation and liability, and Your exclusive remedy, for such failure shall be limited to the refund of a maximum amount equal to the license and maintenance fees paid within the last twelve 12 month period prior to such failure or five-thousand ($ 5,000.00) US dollars whichever is less, excluding reasonable amounts for past use, for such Licensed Products, upon the return of such Licensed Products to H Street, in which event this Agreement shall terminate with respect to such Licensed Products. You expressly recognize and acknowledge that such limitation of liability is an essential part of this Agreement and is an essential factor in establishing the price of the Licensed Products. THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY.   DATA CONTENT DISCLAIMER. YOU EXPRESSLY RECOGNIZE THAT H STREET DOES NOT CREATE, OPERATE, CONTROL OR ENDORSE ANY DATA, INFORMATION, THIRD-PARTY PRODUCTS, PROCESSED BY THE LICENSED PRODUCTS OR SERVICES PROVIDED VIA ANY LICENSED PRODUCTS HEREUNDER, INCLUDING BUT NOT LIMITED TO, INFORMATION OBTAINED.  H STREET DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY, REPRESENTATION OR ENDORSEMENT TO YOU OR ANY THIRD PARTY WHATSOEVER WITH REGARD TO ANY DATA, INFORMATION, PRODUCTS OR SERVICES PROVIDED IN CONJUNCTION WITH THE LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; AND 3) NON-INFRINGEMENT.  H STREET SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST OR DAMAGE ARISING, EITHER DIRECTLY OR INDIRECTLY, FROM ANY LOSS OF DATA.   GENERAL DISCLAIMER.  H STREET MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, WRITTEN OR ORAL, EXCEPT AS EXPRESSLY STATED HEREIN.  ADDITIONALLY, H STREET DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED AND IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM INFRINGEMENT WITH RESPECT TO ALL LICENSED PRODUCTS, UPDATES, UPGRADES, NEW RELEASES AND ALL OTHER PRODUCTS, SERVICES, MATERIALS AND OTHER ITEMS FURNISHED UNDER, OR IN CONNECTION WITH, THIS AGREEMENT.   General Limitation of Liability   Limitation of Liability.  H Street's (and its suppliers') entire liability, and Your exclusive remedy, for any and all claims arising under or in connection with this Agreement or related to any item or service provided under or in connection with this Agreement, regardless of the form of the action (including negligence), whether in breach of warranty, contract, tort, strict liability or otherwise, shall be limited to a maximum amount of five thousand ($ 5,000.00) US dollars. You expressly recognize and acknowledge that such limitation of liability is an essential part of this Agreement and is an essential factor in establishing the price of the Licensed Products. You shall cause your insurers of data, if any, to waive any right of subrogation against H Street.   EXCLUSION OF DAMAGES. IN NO EVENT SHALL H STREET (NOR ANY OF ITS SUPPLIERS) BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, LOST REVENUE, OR LOST BUSINESS, IN CONNECTION WITH THE USE OF ANY LICENSED PRODUCT OR ANY OTHER ITEM OR SERVICE PROVIDED UNDER THIS AGREEMENT, NOR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, NOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED UNDER THIS AGREEMENT, WHETHER IN BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE (INCLUDING NEGLIGENCE), EVEN IF H STREET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   General   Assignment.  Neither this Agreement nor any of Your rights or obligations under this Agreement shall be assigned or transferred by You without the prior written consent of H Street and any attempted assignment or transfer without such consent shall be voidable by H Street upon notification.  You agree that this Agreement binds You and each of Your employees, agents and persons associated with You, including Your affiliated and subsidiary firms, corporations and other organizations.   Force Majeure.  H Street shall not be liable for any failure or delay in performing services or any other obligation under this Agreement, nor for any damages suffered by You by reason of such failure or delay, which is, indirectly or directly, caused by strike, riot, act of terrorism, natural catastrophe or other act of God, or any other cause beyond H Street's reasonable control.   Limitations Period.  Neither party may bring any action under this Agreement for any cause whatsoever more than two (2) years after the occurrence giving rise to such cause of action; provided, however, that this Section shall not apply to any action brought by H Street to protect its intellectual property rights or confidential information.   No Waiver.  If either party fails to perform any of its obligations hereunder and the other party fails to enforce the provisions relating thereto, such party's failure to enforce this Agreement shall not prevent its later enforcement.   Severability.  If any provision of this Agreement is determined by a court to be, or becomes, invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the intent of the parties on the date hereof or (b) deemed eliminated where such modification is not practicable; the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such modification or deletion.   Notices. All notices and correspondence under this Agreement shall be in writing and shall be delivered by personal service, confirmed facsimile, express courier, or certified mail, return receipt requested, to the addresses first set forth herein, or at such different address as may be designated by such party by written notice to the other party from time to time.  All notices shall be deemed received and effective upon receipt if delivered personally or sent by express courier or confirmed facsimile, and seven (7) days after mailing if sent by certified mail.   Taxes. You shall be liable for payment of all taxes (including but not limited to all taxes, assessments, duties, tariffs, imposts, permits sales, use, excise, import, export, value-added, or similar tax, duty, and fees, however designated) that are levied upon and related to the performance of services or the exercise of rights under this Agreement.  H Street may be required to collect and remit taxes from You, unless You provide H Street with a valid tax exemption certificate. H Street will invoice You for all such taxes based upon this Agreement or on Software or Services provided under this Agreement.  In no event will either party be responsible for any taxes levied against the other party's net income.   Governing Law for US Citizens/Entities. This Agreement shall be governed by the laws of the State of Maryland, excluding its rules regarding conflict of laws. The parties mutually agree and submit to jurisdiction in the federal or district courts of Montgomery County, Maryland. The parties expressly agree that the U.N.  Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Both parties shall comply with all applicable administrative and export/import laws, including but not limited to the Foreign Corrupt Practices Act, the U.S. Export Administration Regulations and the U.S. International Traffic in Arms Regulations, as the same may be amended from time to time.   Governing Law for Non-US Citizens/Entities. You agree to submit all disputes arising out of or relating to this Agreement to final binding arbitration in accordance with the then-existing Commercial Rules of the American Arbitration Association, before a single arbitrator selected from the international arm of the American Arbitration Association.  If you reside in Europe, the proceedings shall be held in the United Kingdom; if you reside in Latin America, the proceedings shall be held in Santiago, Chile; and if you reside elsewhere, you may choose among the U.S., U.K. or Chile.  The parties expressly agree that the U.N.  Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.  Both parties shall comply with all applicable administrative and export/import laws, including but not limited to the Foreign Corrupt Practices Act, the U.S. Export Administration Regulations and the U.S. International Traffic in Arms Regulations, as the same may be amended from time to time   Irreparable Harm.  You acknowledge that Your breach of this Agreement may cause irreparable harm to H Street, and You agree that H Street shall be entitled to injunctive relief in the event of such a breach.   Modifications & Enforceability.  No modification of this Agreement shall be binding upon either party unless made in writing and signed by an authorized representative of H Street and You.  If any provision of this Agreement is held unenforceable for any reason whatsoever, the unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intent, and all other provisions will remain in full force and effect.   Purchase Orders. In the event that You issue a purchase order to H Street covering the services provided under this Agreement, other than ordering information, (i.e., quantity of licenses ordered, billing address, shipping address), all other terms and conditions set forth in the purchase order which constitute terms and conditions which are in addition to or which establish conflicting terms and conditions to those set forth in this Agreement are expressly rejected by H Street and shall be replaced with the applicable terms and conditions of this Agreement.   Survival.  The following Sections shall survive the expiration or termination of this Agreement: "Intellectual Property Rights"; "Intellectual Property Infringement"; "Limited Warranty & Disclaimer"; "General Limitation of Liability"; and "General."   Limited Use.  The Software is a "Commercial Item", 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 and 48 C.F.R.  227.7202, as applicable.  Consistent with 48 C.F.R.  12.212, 227.7202-1 through 227.7202-4, 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.  The Licensed Products and the Documentation have been developed at private expense and are sold commercially to the general public.  They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation.  Whenever so permitted, the government and any intermediate buyers will obtain only those rights specified in our standard commercial license.  Thus, the Licensed Products referenced herein, and the Documentation provided by H Street hereunder to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations. The manufacturer is H Street located at 10803 Meadowhill Rd., Silver Spring, Maryland, US.