End User License Agreement

Software License Agreement

bibliotheca, LLC hereby agrees to grant Customer, who agrees to accept the following licensed rights and limitations (“License”) for Customer’s use of bibliotheca-provided software.

1. Software: Software, under the terms and conditions of this license (referenced hereinafter as “software”), means any of the following components provided to Customer by bibliotheca:

i. Any computer programs provided by bibliotheca, either consisting of a set of instructions, calculations and/or statements loaded in a computer (or a device which incorporates a computer) or recorded on a computer readable medium for loading in a computer;

ii. Supportive instructional/reference materials, such as training materials, manuals, on-screen tutorials, and other computer program relevant materials whether on paper or computer readable media (“documentation”); and

iii. Any new release, update, upgrade, enhancement, addition, supplement, modification of a program or additional Bibliotheca software and/or its documentation provided by Bibliotheca, subsequent to the initial delivery, that is not licensed by specific reference under a mutually agreed upon separate license agreement.

2. Grant of License: Bibliotheca hereby grants the Customer a non-transferable, non-exclusive license, under applicable copyrights and/or trade secrets, to use Bibliotheca-provided software only on the specific computer(s) for which it was registered and delivered to Customer. Customer acknowledges that it does not acquire any rights of title or ownership in the software (including documentation) and agrees that all proprietary rights to the Software shall at all times remain with Bibliotheca or its relevant third-party provider. Customer may, for its internal use only, print or otherwise reproduce Bibliotheca-developed documentation if all included Bibliotheca markings, e.g. trademarks, copyrights, and statements of confidentiality, are included on each copy. Customer acknowledges and agrees that any third-party documentation supplied by Bibliotheca, which is marked as copyrighted and/or confidential, shall not be copied or reproduced in any manner.

3. Term of License: This license shall remain in force from the date of delivery and continue until Customer ceases all use of the software or Customer’s licensed rights are terminated for cause. Customer acknowledges and agrees that if this Agreement terminates for any reason, all of Customer’s licensed rights to the software (including documentation) are relinquished and, within five business days thereafter, Customer (at Bibliotheca’s option) will either deliver to bibliotheca or destroy the original and all copies of the software including its documentation. Upon Bibliotheca’s request, Customer agrees to certify to Bibliotheca in writing its full compliance with this provision.

4. Assignment: This license and any rights granted herein shall not be transferred, sub-licensed or assigned to any third party without the prior written consent of bibliotheca.

5. Termination: If Customer neglects or fails to pay the specified license fees or fails to adhere to any of its obligations hereunder, this license may be immediately terminated by bibliotheca for cause.

6. Security and Limitations of License: Customer acknowledges and agrees that:

i. All software and upgrades of software (including its documentation), which are provided to Customer by bibliotheca, contain proprietary copyrighted, trade secret and/or confidential information of Bibliotheca or its relevant third-party provider;

ii. Customer shall not decrypt, reverse engineer, reverse compile, modify, or create derivative works of the software;

iii. Customer and its employees shall take all reasonable precautions to safeguard and hold all software, including upgrades, additions and enhancements, in confidence, at least to the same extent that it protects its own most valuable confidential information;

iv. If any other communication, agreement or purchase order conflicts with, or may affect interpretation of, the understandings set forth herein, this license shall control as the singular expression of licensed rights