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END USER LICENSE AGREEMENT FOR COREVISTA WEB SOFTWARE
 
THIS END USER LICENSE AGREEMENT ("AGREEMENT"), AS THE SAME MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS SET FORTH HEREIN, IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL PERSON OR A SINGLE LEGAL ENTITY, WHO WILL BE REFERRED TO IN THIS AGREEMENT AS "YOU" AND "YOUR") AND EMERGECORE NETWORKS LLC, AN IDAHO LIMITED LIABILITY COMPANY ("LICENSOR"), WHICH GOVERNS THE TERMS AND CONDITIONS UPON WHICH YOU MAY ACCESS AND USE THE SOFTWARE (AS DEFINED BELOW).  YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.  BY CHECKING THE "I ACCEPT" BOX BELOW AND/OR BY ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT GOVERNING ACCESS AND USE OF THE SOFTWARE.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, SELECT THE "I DECLINE" BOX AND YOU MUST NOT DOWNLOAD, ACCESS, OR USE THE SOFTWARE.   
 1. Definitions.  In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:  
(a) "Documentation" means user documentation and/or explanatory materials, in electronic or written form, provided by Licensor for use with the Software.
(b) "Fees" means the fees and charges assessed in connection with  download or use of the Software.
(c) "IP Rights" means all forms of intellectual property rights and protections throughout the world, whether currently existing or hereafter developed or acquired and whether now known or hereafter recognized, including all right, title and interest arising under United States (federal or state) or foreign common or statutory law in and to all:  (i) patents and all filed, pending or potential applications for patents, including any patent disclosure, reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (ii) trade secret  rights, know-how, technical information, rights in databases, rights to confidential or other proprietary information and equivalent rights; (iii) copyrights, copyright registrations, design registrations and applications therefor, moral rights, other literary property or authors' rights, whether or not protected by copyright or as a mask work; and (iv) proprietary indicia, trademarks, service marks, trade names, trade dress, logos, symbols, domain names, logos and/or brand names and all goodwill associated therewith.
(d) "License Scope" means use of the Software solely for use as an operating system on a single CPU during the period of time during which You access and use the Software pursuant to the terms of this Agreement.  
(e) "Law" means any applicable United States (federal or state) or foreign law, statute, ordinance, code, rule, regulation, order, judgment, decree, requirement or procedure enacted, adopted, applied, enforced or followed by any governmental authority.
(f) "Related Party" means any owner, parent, partner, affiliate, subsidiary, agent, contractor, director, officer, hired or leased employee or worker, agent, representative or permitted assignee or successor of Licensor or You, as the case may be and as the context requires; provided that for purposes of this definition, "affiliate" means, with respect to a party, any person or entity directly controlling, controlled by or under common control with, such party.
(g)	"Software" means the CoreVista Web computer program and software application, and its applicable Documentation (if any), including without limitation, all related interfaces, functionality, web-services, supplements, add-on components, corrections, modifications, bug fixes, enhancements, updates, new versions or releases that Licensor subsequently may make available to You, to the extent that such items are not accompanied by an end user license agreement or other terms of use.

2. Software.  
(a) License Grant.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to You a limited, personal, non-exclusive, non-transferable, revocable right and license, without right to grant sublicenses, for the Authorized Agents to download the Software electronically via the Internet and use the Software (in machine-executable object code form) solely within the License Scope and solely for Your internal business purposes.  
(b) License Restrictions.  Any use of the Software not expressly permitted in this Agreement is prohibited.  You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of Licensor.  You agree that You shall not, nor shall You permit, assist or encourage any third party to:  (i) reproduce, allow use of or access to the Software or sell, rent, lease, sublicense or otherwise transfer or distribute the Software, in whole or in part, to any third parties; (ii) modify, translate, reverse engineer, decompile, or disassemble the Software or otherwise attempt to derive the source code for the Software (except to the extent applicable Law specifically permits such activity, it is essential to do so in order to achieve operability of the Software with another software program, and You have first notified and requested Licensor to provide the information necessary to achieve such operability and Licensor has not made such information available); (iii) merge the Software with other software; (iv) alter, enhance or otherwise modify or create derivative works of or from the Software; (v) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Software; (vi) use the Software to develop any application or program having the same primary function as the Software or otherwise exercise any rights in or to the Software except as expressly permitted under Section 2(a) (License Grant); or (vii) use, upload, post or transmit via or in connection with the Software any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable information or content of any kind, including without limitation any use or transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any Law, including violations of the IP Rights, privacy rights or any other rights of a third party.
(c) Equipment.  Licensor shall not be responsible for performance or operational issues experienced by You with respect to access to or use of the Software.  You shall be solely responsible for, and Licensor shall have no liability in connection with, providing, maintaining and ensuring compatibility of the Software with any hardware, third party software, electrical and other physical requirements to access and use the Software, including, without limitation, operating systems, telecommunications and digital transmission connections and links, routers, local area network servers, virus software, firewalls, or other equipment and services required to or desirable for access and use of the Software.     
(d) Support and Other Services.  You acknowledges that Licensor has no control over the stability and throughput speed of the Internet or availability of the Software on a continuous and uninterrupted basis.  Subject to Your performance of all of obligations hereunder, Licensor shall provide You with technical assistance as is reasonably necessary to initially install and implement the Software via telephone or remote web-based support.  The Agreement does not otherwise entitle You to receive object code, source code, on-site or additional installation or training, technical support, telephone assistance, enhancements, updates or bug fixes for the Software (collectively, the "Support Services").  Licensor, in its sole discretion, may provide You with Support Services upon terms mutually agreed upon between the parties in a duly executed and delivered writing which shall be billed at Licensor's standard rates and prices in effect from time to time.  Any software or other programs or materials provided to You as part of the Support Services are considered part of the Software and shall be subject to the terms and conditions of this Agreement, unless otherwise mutually agreed upon by the parties in writing.  You acknowledge and agree that Licensor may use any technical information You provide to Licensor for its business purposes, including for product support and development.  If requested by You, Licensor, in its discretion, may provide consulting or professional services, which shall be billed at Licensor's standard rates and prices in effect from time to time and pursuant to terms and conditions to be mutually agreed upon between the parties in writing.   
(e) No Implied Licenses.  The Software is licensed, not sold.  All rights not expressly granted in Section 2(a) (License Grant) are reserved by Licensor, and nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any of Licensor's existing or future IP Rights.

3. Ownership; Further Restrictions.  
(a) Ownership.  You acknowledge that (i) the Software and all right, title and interest therein, including without limitation, all IP Rights in and to the Software, are the sole and exclusive property of Licensor and its suppliers, (ii) You receive no right, title or interest in or to the Software except as expressly set forth herein, and (iii) all title and IP Rights in and to any data or content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and this Agreement grants You no rights to use such content.  If You or any of Your Related Parties are deemed to have any ownership interest or other rights in the Software, including any and all derivative works, enhancements or other modifications thereto, then You shall assign and/or cause such parties to assign, and You do hereby assign, irrevocably and royalty-free, all of such ownership interest or other rights exclusively to Licensor and You shall, at Licensor's reasonable request and expense, complete, execute and deliver any and all documents necessary to effect or perfect such assignments.  
(b) Protection.  You shall use Your reasonable best efforts, which shall be no less stringent than those efforts that You use to protect Your own confidential information, trade secrets, technology, software or other similar proprietary property, to prevent any Software from being disclosed or used by any Related Party or other person in any manner that would violate this Agreement.  In no event shall You take any action that might encumber or expose the Software or the license rights granted in this Agreement to any claims, liens or other forms of encumbrance.

4. Term; Termination.
(a) Term; Termination.  This Agreement is effective upon acceptance by You and shall continue in full force until terminated by operation of law or by the acts of either of the parties in accordance with the terms of this Agreement.  Either party may terminate this Agreement for any reason upon five (5) business days' prior written notice (which notice may be in e-mail form).  Notwithstanding anything herein to the contrary and without prejudice to any other rights, upon any actual or alleged breach of this Agreement by You, Licensor reserves the right, in its sole discretion and upon notice (which notice may be in e-mail form), at any time, to terminate this Agreement, in which case Licensor shall have no liability of any kind for such termination.  Nothing in this Section is intended to preclude Licensor from seeking immediate appropriate injunctive relief.      
(b) Effect of Termination.  Upon the termination of this Agreement for any reason, (i) all rights granted herein shall immediately revert to Licensor and no residual rights will remain with You, (ii) You shall immediately discontinue all access to and use of the Software, (iii) You shall immediately return to Licensor, or at Licensor's request, destroy, any Confidential Information (as defined in Section 6, below) in Your possession or control, and (iv) upon request, certify to Licensor in writing that You have complied with the foregoing obligations.

5. Warranty; Disclaimer; Indemnification; Limitation of Liability.  
(a) Warranty.  You represent, warrant and covenant to Licensor that: (i) You are over the age of eighteen (18) and have the legal power and authority to enter into and perform Your obligations under this Agreement; (ii) You shall comply with all terms and conditions of this Agreement, including, without limitation, the License Restrictions set forth at Section 2(b); (iii) You have provided and will continue to provide true, accurate and complete registration information to Licensor, including, without limitation, Your legal name, address (including email address), billing, payment and/or credit information, telephone number, and other requested information and shall promptly notify Licensor of any changes thereto and shall verify any such information upon request from Licensor; and (iv) You shall not use the Software in violation of any applicable Law and shall otherwise refrain from any act or omission which will cause Licensor to be in violation of any applicable Law regarding the use of the Software.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SOFTWARE IN VIOLATION OF APPLICABLE LAWS MAY RESULT IN CIVIL OR CRIMINAL PENALTIES AND THAT LICENSOR SHALL NOT BE RESPONSIBLE FOR YOUR USE OF THE SOFTWARE.  
(b) Disclaimer.  THE SOFTWARE IS PROVIDED “AS IS” AND YOUR USE THEREOF IS AT YOUR SOLE RISK.  LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT OR THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AND/OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.  WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SOFTWARE, ANY COMMUNICATIONS SENT OR RECEIVED IN CONNECTION THEREWITH OR YOUR USE OF THE SAME WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE, NOR DOES LICENSOR MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE.  LICENSOR SHALL HAVE NO LIABILITY FOR ANY INACCESSIBILITY OF THE SOFTWARE, ANY VIRUS, TRAPS OR OTHER HARMFUL CODE DIRECTLY OR INDIRECTLY TRANSMITTED BY OR THROUGH THE SOFTWARE (EXCEPT WHERE THE SAME WAS INTENTIONALLY AND KNOWINGLY CREATED AND TRANSMITTED BY LICENSOR FOR HARMFUL PURPOSES WITHOUT YOUR CONSENT), OR ANY DELAY OR FAILURE OF ANY TRANSMISSION, COMMUNICATION OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED VIA THE SOFTWARE.  LICENSOR IS UNAWARE OF THE USE TO WHICH YOU WILL PLACE THE SOFTWARE.  LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER WITH REGARD TO THE USE OF THE SOFTWARE BY YOU, INCLUDING WHETHER THE USE OF THE SOFTWARE BY YOU CONFORMS TO APPLICABLE LAWS.  YOU SHALL BEAR SOLE RESPONSIBILITY TO DETERMINE WHETHER YOUR USE OF THE SOFTWARE COMPLIES WITH APPLICABLE LAWS.
(c) Indemnification By Licensor.  Licensor, at its own expense, shall indemnify You from any direct damages finally adjudicated and awarded against You (or agreed to in a monetary settlement of such action, which settlement is approved by Licensor) to the extent based upon and specifically attributable to a third party claim that the Software infringes a third party copyright or misappropriates any third party trade secret, where such rights exist on the Effective Date and arise or are enforceable under the laws of the United States ("Claim of Infringement"), and Licensor shall reimburse You for Your reasonable costs of defense that are specifically attributable to the defense of such Claim of Infringement resulting in damages finally adjudicated and awarded against You (or agreed to in a monetary settlement of such action, which settlement is approved by Licensor).  If the Software becomes, or in Licensor's opinion is likely to become, the subject of a Claim of Infringement, Licensor may, at its option and expense, (i) procure for You the right to continue using the Software, (ii) replace or modify the Software so that they become non-infringing and remain functionally equivalent, or (iii) terminate this Agreement.  Notwithstanding the foregoing, Licensor will have no obligation under this Section with respect to any Claim of Infringement based upon (1) any use of the Software not in accordance with this Agreement or in violation of any applicable Law, or for purposes not intended by Licensor, (2) any use of the Software in combination with products, equipment, material, content, information or data not supplied by Licensor where the combination is the basis of the claim, (3) any use of any release of the Software other than the most current release made available to You, or (4) any modification of the Software by any person other than Licensor.  In the foregoing cases (1) through (4), You will defend, indemnify and hold Licensor and its Related Parties harmless with respect to such claims.  THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE RIGHTS AND REMEDIES OF YOU AND LICENSOR'S SOLE OBLIGATIONS AND RESPONSIBILITIES WITH RESPECT TO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OR VIOLATION OF A PARTY'S IP RIGHTS IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE.
(d) Indemnification By You.  You shall defend, indemnify and hold harmless Licensor and its Related Parties from and against any and all losses, causes of action, claims, allegations, liabilities, costs, damages and expenses whatsoever (including, without limitation, reasonable attorneys' fees), regardless of the form of action ("Claim"), and shall promptly reimburse Licensor for all Claims, arising out of or in connection with:  (i) Your breach or alleged breach of this Agreement, (ii) Your use, misuse of or reliance on the Software, or (iii) Your or Your Related Parties' acts or omissions (including negligence or strict liability) related to the subject matter of this Agreement, including, without limitation, any third party claim or action based on, arising out of or relating to Your data or use of the Software in violation or alleged violation of any applicable Law.  Licensor shall provide You with: (1) prompt written notification of any such Claims; (2) sole control and authority over the defense or settlement thereof; and (3) reasonable assistance necessary to settle and/or defend any such Claim, at Your expense, provided that if any settlement requires any action or admission by, or would impose an unindemnified monetary obligation on, Licensor or its Related Parties, then the settlement will require Licensor's prior written consent.  Failure by Licensor to provide prompt notice of a Claim or to provide such control and authority or information and assistance, shall not relieve You of Your obligations under this Section, except to the extent that You are materially prejudiced by such failure in Your defense of such Claim.  Licensor may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Licensor's own expense.
(e) Limitation of Liability.  NEITHER LICENSOR NOR ITS RELATED PARTIES SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA OR LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY COMMUNICATION OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED VIA THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, STATUTE, TORT OR NEGLIGENCE), EVEN IF LICENSOR OR ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IF YOU ARE DISSATISFIED WITH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SOFTWARE AND TERMINATE THIS AGREEMENT.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LICENSOR'S AND ITS RELATED PARTIES' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE GREATER OF ANY FEES ACTUALLY PAID BY YOU TO LICENSOR FOR USE OF THE SOFTWARE HEREUNDER.  YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND LIMITATIONS HEREIN REFLECT A FAIR ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS ON ITS LIABILITY, AND YOU AGREE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

6. Confidentiality.
(a) Confidential Information.  Except as otherwise expressly provided in Section 6(b), below, You shall protect and keep and maintain in strict confidence, and shall not disclose to third parties, all information relating to the Software (including any Documentation) and any information concerning Licensor's technology or business that is furnished or disclosed by Licensor to You ("Confidential Information") and shall use the Confidential Information only as necessary for Your use of the Software in accordance with the terms and conditions of the Agreement.  Notwithstanding anything herein to the contrary, You shall (i) notify Licensor immediately of any unauthorized disclosure, possession, use or knowledge of any Confidential Information, (ii) promptly furnish Licensor with full details of such disclosure, possession, use or knowledge, and (iii) cooperate with Licensor in any litigation or otherwise as may be deemed necessary by Licensor to protect its proprietary rights in the Confidential Information.  As between the parties, all Confidential Information is and shall remain the property of Licensor.  By disclosing any Confidential Information to You, Licensor does not grant any express or implied right to You under any patents, copyrights, trademarks, or trade secret information except as expressly set forth in Section 2(a) (License Grant).  Licensor reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets.
(b) Exceptions.  The obligations of this Section 6 shall not extend to any information that (i) is now, or hereafter becomes, through no act or failure to act on Your part, publicly known or available; (ii) is known by You at the time of receiving such information, as evidenced by Your contemporaneous written records; (iii) is hereafter furnished to You by a third party, as a matter of right and without restriction on disclosure; or (iv) is required to be disclosed by You by applicable Law, provided that You first give reasonably advanced prior written notice of any such proposed disclosure to Licensor in order to contest such disclosure or otherwise secure a protective order.

7. Miscellaneous.
(a) Entire Agreement.  This Agreement and the documents referred to in this Agreement represent the entire agreement of the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous understandings, whether written or oral.  Licensor strongly recommends that prior to clicking the "I CONFIRM" button below, You print and keep a copy of this Agreement for Your records.  This Agreement may be amended or modified at any time, provided that such amendment or modification is in writing and is signed by the parties or is electronically acknowledged/accepted and confirmed by "click-through" by You.  A printed version of this Agreement and of any acceptance given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  
(b) Force Majeure.  Except with respect to payment obligations, neither party shall be responsible to the other for any failure or delay in its performance under this Agreement if such failure or delay is due to war, act of terrorism, riot, strike, fire, sabotage, flood, or other natural disaster, catastrophe, or other similar cause outside the reasonable control of the affected party.   
(c) Waiver.  No delay or omission by either party to exercise any right or power will impair any such right or power or be construed to be a waiver thereof.  A waiver by any party of any of the covenants, conditions, or obligations to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or obligation herein contained.  No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.
(d) Independent Contractors.  Licensor and You are independent contractors, each acting for its own account, and neither is authorized to make any commitment or representation, or incur any obligation, express or implied, on the other's behalf.  In all matters relating to this Agreement, neither party or its employees or agents are, or will act as, employees of the other party within the meaning or application of any Laws.
(e) Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable Law and the remaining provisions will continue in full force and effect.   
(f) Remedies.  Except as otherwise expressly provided in this Agreement, in addition to any remedies provided in this Agreement, the parties shall have all remedies provided at law or in equity.  The rights and remedies provided in this Agreement or otherwise under Law shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy, except as expressly provided otherwise in this Agreement.
(g) No Third Party Beneficiaries.  No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such third party shall have any right or cause of action hereunder.      
(h) Attorneys' Fees.  If any party shall commence any action or proceeding against the other in order to enforce the provisions of this Agreement, or to recover damages as the result of the alleged breach of any of the provisions of this Agreement, the prevailing party therein shall be entitled to recover all reasonable costs incurred in connection therewith, including reasonable attorneys' fees.   
(i) Further Assurances.  The parties agree (i) to furnish upon request to any other party such further information, (ii) to execute and deliver to any other party such other documents, and (iii) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.
(j) Survival.  The rights and obligations of the parties set forth in Sections 3 (Ownership), 4(b) (Effect of Termination), 5 (Disclaimer; Indemnification; Limitation of Liability and Remedy), 6 (Confidentiality) and 7 (Miscellaneous), and any other provision of this Agreement that by its nature is intended to survive, shall survive the expiration or termination of this Agreement for any reason whatsoever.
(k) Construction.  The captions and headings contained herein are for purposes of convenience only and are not a part of this Agreement; all references to this Agreement and the words "herein", "hereof", "hereto" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; and the words "including," "included" and "includes" mean inclusion without limitation.  In the event of any ambiguities in the language hereof, there shall be no inference drawn in favor of or against either party.  
(l) Dispute Resolution.  This Agreement is made under and will be construed in accordance with the laws of the State of Idaho, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Idaho.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  The parties agree that exclusive venue for any dispute arising under or in connection with this Agreement shall be in the federal district court for the District of Idaho or the state court for the City of Boise and County of Ada, Idaho.  Each party hereby agrees that such courts shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.  
(m) Notices.  Except as otherwise expressly provided herein, any notice, request, approval, authorization, consent, demand or other communication required or permitted to be given or made pursuant to this Agreement shall be in writing, delivered to Licensor at the address or email address listed on its web site and to You at the address or email address listed in Your registration (or such other address as notified by a party pursuant hereto) and shall be deemed given on the earliest of (i) actual receipt, irrespective of the method of delivery, (ii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service), or (iii) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.   
(n) Assignment.  Licensor, in its sole discretion, may assign, subcontract, or otherwise transfer any of its rights or obligations under this Agreement.  You shall not assign, sublicense or transfer, by operation of law or otherwise, this Agreement or any of Your rights or obligations under this Agreement (including Your license with respect to the Software) to any third party without Licensor's prior written consent.  Any attempted assignment or transfer in violation of the foregoing will be void.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns.  
(o) U.S. Government Restricted Rights Notice.  The Software was developed at private expense and is a Commercial Item, as that term is defined in 48 CFR 2.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation as such terms are used in 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, as applicable.  The Software is licensed to U.S. Government end-users only as a Commercial Item and with only those rights granted to all other end-users pursuant to the terms and conditions herein.
(p) Equitable Remedies.  The parties acknowledge and agree that a breach or threatened breach of Sections 2(a) (License Grant), 2(b) (License Restrictions) and 6 (Confidentiality) would result in irreparable harm to the non-breaching party or its suppliers for which a remedy at law would be inadequate, and therefore, such party shall have the right to seek to obtain injunctive relief upon any violation or threatened violation of the terms of the foregoing Sections without the necessity of posting bond or other security, in addition to all other rights and remedies available at law or in equity.  
(q) Compliance With Laws.  You shall at all times comply with all applicable Laws and regulations in Your use of the Software.  Without limiting the generality of the foregoing, You will not export or re-export the Software without all required United States and foreign government licenses.  All rights to use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement.  You will defend, indemnify and hold harmless Licensor and its Related Parties from and against any violation of such Laws or regulations by You or any of Your Related Parties.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.  YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.