1. DEFINITIONS    (a) “Agreement” means the terms and conditions of this license as set forth herein.    (b) “Documentation” means the TeleSweep Secure user’s manual and/or other information provided by SecureLogix that relates to the Software.    (c) “Licensee” means the person and the entity named in the application who are jointly and severally liable for compliance with this Agreement.    (d) “Software” means the TeleSweep Secure software program.    (e) “TeleSweep Secure” is a registered trademark of SecureLogix. 2. SCOPE OF LICENSE    (a) Subject to the provisions of this Agreement, SecureLogix grants to Licensee a no-charge, limited term, non-exclusive, non-transferable license to use the Software and Documentation including any future versions, improvements, updates or enhancements that SecureLogix may supply in the future in its sole discretion, by Licensee’s employees solely for use on a single designated unit of equipment for the sole purpose of performing services on equipment owned, leased or under control of Licensee or for which Licensee is authorized in writing to perform services for a third-party owner or lessee of such equipment.    (b) No copies may be made of any Software or Documentation.    (c) The Software and Documentation is not supported.    (d) Licensee may not (i) reverse engineer, de-compile, disassemble, or otherwise translate any Software or Documentation, (ii) permit persons other than Licensee’s employees to access the Software or Documentation, (iii) assign, sub-license, transfer, pledge, lease, rent, or share the Software or Documentation or Licensee's rights under this Agreement, or (iv) use the Software or Documentation to prepare other works.    (e) Licensee shall use the Software and/or Documentation in accordance with the Documentation and all applicable laws, ordinances, rules and regulations and agrees to indemnify and hold SecureLogix harmless from and against any claim, lawsuit or proceeding and pay all losses, damages, liabilities, costs and reasonable attorney's fees and expenses as they are incurred arising from or related to the use of the Software and/or Documentation by Licensee other than as expressly provided in this Agreement.    (f) In the event the Software and/or Documentation is licensed to a United States Department of Defense ("DOD") agency, the Government’s rights in the Software, Documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 (Nov. 1995) and subpart DFARS 227.7202-3. SecureLogix provides the Software and Documentation to non-DOD agencies with RESTRICTED RIGHTS and Documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the U.S. Government of the Software and/or Documentation is subject to the restrictions as set forth in subparagraph “C” of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 (June 1987). 3. CONFIDENTIAL INFORMATION/OWNERSHIP Licensee acknowledges that the Software and Documentation are copyrighted proprietary property of SecureLogix. Licensee acknowledges that the Software, including without limitation, the code, algorithms, logic, design, procedures, internal databases, structure, and organization of the Software, and the Documentation, and all prior versions of the Software and Documentation (collectively, "Confidential Information") constitute and contain valuable trade secrets and confidential business and technical information belonging exclusively to SecureLogix. Licensee agrees to hold the Confidential Information in confidence and to safeguard all Confidential Information with the same degree of care with which it protects its own most valuable confidential information, but in no event less than reasonable care. Licensee further acknowledges that all right, title and ownership interests in the Confidential Information and all prior versions thereof remain exclusively with SecureLogix, and no right (other than the limited right to use the Software and Documentation granted under this Agreement), title or ownership interest are conveyed to Licensee in this Agreement or otherwise. SecureLogix reserves all rights with respect to the Confidential Information under all applicable laws for the protection thereof, including but not limited to laws relating to trade secrets, copyrights and patents. Licensee shall not assert, directly or by implication, to any person, that it has any ownership interest whatsoever in the Confidential Information. 4. NO WARRANTIES THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITH NO WARRANTY OF WHATSOEVER NATURE. SECURELOGIX EXPRESSLY DISCLAIMS ANY WARRANTY OF TITLE, SUITABILITY AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. SECURELOGIX MAKES NO REPRESENTATION OR OTHER WARRANTY WITH RESPECT TO THE SOFTWARE OR DOCUMENTATION, THE USE THEREOF NOR DOES SECURELOGIX MAKE ANY REPRESENTATION AS TO PRODUCING ANY RESULTS. 5. LIMITATION OF LIABILITY BECAUSE SECURELOGIX IS PROVIDING THE SOFTWARE AND DOCUMENTATION AT NO CHARGE, IN NO EVENT, WILL LICENSEE CLAIM, NOR WILL SECURELOGIX BE LIABLE FOR, DAMAGES UNDER ANY CIRCUMSTANCES; INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHOULD THE AFOREMENTIONED LIMITATION FAIL FOR ANY REASON, THE LIABILITY OF SECURELOGIX SHALL NOT EXCEED $100.00. 6. TERMINATION This Agreement will terminate upon the earliest of (a) six (6) months after the Software is accessed by Licensee; (b) upon the earlier of Licensee’s breach of any of the provisions of this Agreement; or (c) upon SecureLogix giving Licensee notice of termination. Upon termination of this Agreement, Licensee will immediately cease use of the Software and Documentation and Licensee will either (i) return the Software and Documentation and all information and data (including all copies thereof) then in Licensee's possession or custody or control to SecureLogix within ten (10) days of the termination of this Agreement or (ii) certify in writing to SecureLogix that Licensee has destroyed the foregoing. The written notice shall be sent by receipted delivery to SecureLogix at the address set forth above. 7. GENERAL    (a) No waiver of rights under this Agreement by SecureLogix shall constitute a subsequent waiver of this or any other right under this Agreement.    (b) Licensee may not assign this Agreement or transfer the Software and/or Documentation without SecureLogix’s specific prior written consent which SecureLogix may, in its sole discretion, withhold, and any attempted assignment or transfer in violation of the foregoing will be void.    (c) The parties agree that any controversy or claim (whether such controversy or claim is based upon or sounds in statute, contract, tort or otherwise) arising out of or relating to this Agreement, any performance or dealings between the parties, or any dispute arising out of the interpretation or application of this Agreement or any dealings between the parties and/or their respective directors, officers, employees or agents, which the parties are not able to resolve, will be settled exclusively by arbitration in San Antonio, Texas by a single arbitrator pursuant to the American Arbitration Association’s Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection, then in effect and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof and such arbitrator will have the authority to grant injunctive relief in a form similar to that which a court of law would otherwise grant. The arbitrator will be mutually chosen from a panel of licensed attorneys familiar with the subject matter of this Agreement having at least fifteen (15) years of professional experience and will be appointed within thirty (30) days of the date the demand for arbitration was sent to the other party. Discovery shall be conducted in accordance with the Federal Rules of Civil Procedure of the United States. If an arbitration proceeding is brought pursuant to this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements incurred in addition to any other relief to which such party may be entitled. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to enforce the award or to comply with legal or regulatory requirements. Before making any such disclosure, the party intending to make the disclosure shall give the other party written notice of such intention and shall afford the other party a reasonable opportunity to protect its interests, which such period shall not be less than twenty (20) days from the non-disclosing party’s receipt of the aforementioned written notice. The parties expressly agree that this Agreement and any award rendered pursuant to it shall be governed by the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. All proceedings and filings will be in the English language.    (d) If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible.    (e) THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF PARTIES AGREE THAT THE PROVISIONS OF GOODS, UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT, THE UNIFORM ELECTRONIC TRANSACTIONS ACT, ANY STATUTORY ADOPTIONS OR EQUIVALENTS OF THE AFOREMENTIONED ACTS AND CONVENTION, AND ANY OTHER LAWS OR REGULATIONS OF ANY STATE OR COUNTRY RELATED TO ELECTRONIC CONTRACTS, ELECTRONIC SIGNATURES, OR ELECTRONIC RECORDS SHALL NOT APPLY TO THE PARTIES, ANY ORDER OR THIS AGREEMENT.    (f) The parties mutually agree that all matters arising in connection with this Agreement or the enforcement or construction thereof will be governed by (without regard to conflict-of-laws provisions) and resolved in accordance with the Uniform Commercial Code and other laws of the state of Texas and the United States of America with respect to contracts made in and to be performed exclusively within the State of Texas. As part of the bargained for consideration for SecureLogix and Licensee to enter into this Agreement and to agree to the aforementioned choice of law, SecureLogix and Licensee each hereby irrevocably: (i) agrees that any suit, action or other legal proceeding arising out of or relating to this Agreement to enforce the arbitration clause shall be brought in a court of competent jurisdiction in Bexar County, Texas, which court shall have exclusive jurisdiction over any dispute, controversy or claim (whether such dispute, controversy or claim is based upon this Agreement, any statute, contract, tort or otherwise) arising out of or related to this Agreement; (ii) consents to the jurisdiction of such court in any such suit, action or proceeding, and (iii) irrevocably waives any objection which it may have to the laying of venue of any such suit, action or proceeding in such court and waives any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Service of process in any suit, action or proceeding may be made in any manner permitted by applicable law.    (g) This Agreement constitutes the entire agreement between the parties and may only be modified by a written document (not an electronic communication) executed by an authorized officer of SecureLogix. All proposals, negotiations and representations (if any) made prior to this Agreement, with reference to the subject matter of this Agreement, are merged herein. SecureLogix shall not be bound by any oral statement, agreement and/or representation and/or agreement, irrespective of by whom or when made.

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