Paragon Connector End User License Agreement

This Paragon Connector End User License Agreement ("EULA"), is entered into by and between Paragon Computing Solutions LLC, a Pennsylvania limited liability company ("Paragon") and any user of the listed software or services. When you use the software or services, you enter into a binding contract with us.

NOW THEREFORE

In consideration of the mutual covenants set forth herein, and intending to be legally bound, Paragon and Licensee agree as follows:

1. Definitions

For purposes of this EULA, the terms defined in this Section 1 shall have the following meanings:

(a) "Confidential Information" means any proprietary information, whether written or oral, pertaining to the business, financial condition, strategies, plans, policies, clients or customers, inventions, trade secrets, computer programs, or processes of the disclosing party that is furnished or disclosed by one party to the other in connection with this EULA. Notwithstanding anything herein to the contrary, information shall not be deemed to be Confidential Information if it (i) becomes known to the receiving party or any affiliates without any such restriction as the result of disclosure by a third party which has the right to make such disclosure or (ii) is independently developed or formulated by the receiving party or its affiliates, or (iii) otherwise is or becomes generally available through no fault of the receiving party or its affiliates.

(b) "Documentation" means any online or printed material provided regarding usage of the software or service.

(c) "Intellectual Property Rights" means all inventions, patents, copyrights, moral rights, trade secrets, trademarks, service marks, know-how, mask works and all other intellectual property rights, whether or not registered or perfected, anywhere in the world, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues for any of the foregoing.

(d) "Software or Services" or "Licensed Program" shall mean the Paragon Connector application and shall include without limitation any (i) machine-readable instructions, (ii) any collection of machine-readable data, such as a database, (iii) all Customizations and (iv) all other materials, including the Documentation, in any form that relates to the such software; provided that the Licensed Program shall contain executable versions only, and shall not include source code.

(e) "Non-Conformity" shall mean the failure of the Licensed Program to perform in accordance with the Documentation due to the:

(i) Licensee's use of the Licensed Program in a manner not contemplated by the Documentation;

2. Maintenance, Support

Except as otherwise provided in a separate written agreement with Paragon, Paragon shall have no obligation to maintain or support the Licensed Program.

3. Proprietary Rights

Licensee shall (a) take all necessary and reasonable steps so as to ensure that no unauthorized access, or use is made thereof, and (b) agrees to notify Paragon immediately of the existence of circumstances surrounding any unauthorized knowledge, possession or use of the Licensed Program, or any part thereof, by any person or entity.

4. Enhancements

Paragon may develop Enhancements to the Licensed Program in the future. Unless expressly provided under this EULA, Licensee has no rights in or to any Enhancements.

5. Termination of License

This EULA shall remain effective until terminated. In furtherance of the foregoing, in the event of a breach or default by Licensee under this EULA, including, without limitation, failure to pay the License Fee, Paragon shall give written notice to the Licensee specifying the nature and extent of the breach or default. The Licensee shall then have fifteen (15) days thereafter to cure any such curable breach or default. If such breach or default is not cured within said fifteen (15) day period or is incurable, this EULA shall immediately terminate. Upon termination of this EULA for any reason, including expiration of the License Term, Licensee shall immediately discontinue use of the software or service. In the event of any termination of this EULA due to a breach or default by Licensee or expiration of any License Term, Licensee shall not be entitled to any refund of any fee paid pursuant to this EULA.

6. Limited Warranty

Paragon warrants that the Licensed Program shall perform substantially as described in the Documentation. No advertising, description, or other representation, whether made by Paragon, or any dealer, distributor, agent, representative or employee of Paragon, shall be binding on Paragon. In the event the Licensed Program does not perform substantially as described in the Documentation, Paragon will provide reasonable programming services to correct errors or defects in the Licensed Program for ninety (90) days after the Acceptance Date ("Warranty Period"); provided (a) Licensee notifies Paragon in writing explaining any defects or errors in the Licensed Program, (b) such notice is received by Paragon during the Warranty Period, (c) the error or defect is not caused by a Non-Conformity and (d) Paragon can recreate such error or defect. THIS WARRANTY SHALL TERMINATE IF LICENSEE MODIFIES THE LICENSED PROGRAM OR USES THE LICENSED PROGRAM IN OTHER THAN ITS SPECIFIED OPERATING ENVIRONMENT AS DEFINED IN THE DOCUMENTATION. EXCEPT AS STATED ABOVE, (I) THE LICENSED PROGRAM IS PROVIDED "AS IS" AND NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR PURPOSE OF THE LICENSED PROGRAM IS GIVEN OR ASSUMED BY PARAGON AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED; (II) PARAGON DOES NOT WARRANT THAT THE LICENSED PROGRAM IS FREE FROM "BUGS" AND OTHER MINOR DEFECTS, AND (III) ALL WARRANTIES ARE EXPRESSLY DISCLAIMED. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE LICENSED PROGRAM REMAINS WITH THE LICENSEE.

7. Exclusive Remedy

In the event Paragon is unable to correct any error or defect of the Licensed Program that occurs during the Warranty Period, Licensee may terminate this EULA within ten (10) days of the expiration of the Warranty Period if Licensee notifies Paragon in writing of Licensee's desire to terminate the License. In the event the License is terminated pursuant to the previous sentence, all License Fees paid to Paragon under this EULA shall be refunded to Licensee upon return of the Licensed Program to Paragon. IN CONNECTION WITH THE LICENSE, THE FOREGOING IS LICENSEE'S SOLE AND EXCLUSIVE REMEDY HEREUNDER. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL PARAGON BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER FORESEEABLE OR NOT (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, OR CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF THE USE OR PERFORMANCE OF, OR INABILITY TO USE, THE LICENSED PROGRAM, EVEN IF PARAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

Licensee shall indemnify and hold Paragon harmless from all third-party claims or actions, and liabilities, costs, and expenses related thereto, arising out of Licensee's use of the Licensed Program, unless related to an assertion that the use of the Licensed Program by Licensee infringes upon any United States copyrights, patents or trade secrets.

9. Limitation of Services

Except for services expressly set forth in this EULA, Licensee acknowledges and agrees that Paragon is not obligated to and is not providing any other services to Licensee (including accounting or additional consulting services). Any additional services that may be performed by Paragon are outside the scope of this EULA and may be performed at additional cost and expense to Licensee.

10. General Terms

(a) This EULA is governed by and shall be construed in accordance with the laws of the State of Pennsylvania, excluding any conflicts of law principles.

(b) Any disputes arising out of or in connection with this EULA shall be resolved in the courts located in Allegheny County, Pennsylvania, which shall have exclusive jurisdiction.

(c) This EULA constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, written or oral, relating to the subject matter of this EULA.

(d) No modification, amendment, or waiver of any provision of this EULA shall be binding unless in writing and signed by an authorized representative of each party.

(e) If any provision of this EULA is found to be invalid or unenforceable, such provision shall be construed to reflect the parties' original intent, and the remaining provisions shall remain in full force and effect.