MASTER SOFTWARE LICENSE AGREEMENT
UltraEdit, Inc.
10801 North Mopac Expressway
Building 1, Suite 100
Austin, Texas 78759
BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED OR BY
OBTAINING A LICENSE KEY FOR THIS SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY THE FOLLOWING TERMS
AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN CLICK “DO NOT ACCEPT,” DO NOT INSTALL OR
USE THE SOFTWARE AND DELETE THE SOFTWARE FROM YOUR COMPUTER SYSTEM. BY INSTALLING OR USING THE SOFTWARE OR BY
CLICKING ON “ACCEPT” YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THISSOFTWARE LICENSE AGREEMENT CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND THATIF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF THIS AGREEMENT WHICH MAY BE APPLICABLETO YOU. THIS AGREEMENT SHALL GOVERN YOUR INSTALLATION AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS
ELECTRONICALLY EMBEDDED. ULTRAEDIT URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE
SOFTWARE PRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKING ANY DECISION TO USE OR PURCHASE IT.
THIS MASTER SOFTWARE LICENSE AGREEMENT is, dated as of the date of, in the case of any Evaluation Software (as defined in Section 16) below),the date of Customer’s acquisition of a License Key (as defined below), or in the case of any purchase of a license for use of the Licensed Software (asdefined below), the date of the Purchase Order (as defined below) pursuant to which such license is purchased, is between UltraEdit, Inc., a Delaware
corporation (“UltraEdit”), and, in the case of any Evaluation Software, the customer to whom temporary License Keys are delivered or, in the case of any
purchase of a license for use of the Licensed Software, the customer set forth on the Purchase Order pursuant to which such license is purchased (ineach case, herein “Customer”), and sets forth the terms and conditions whereby UltraEdit agrees to provide to Customer and Customer agrees to acquirefrom UltraEdit one or more licenses to use certain software and documentation and maintenance services related thereto, owned or licensed by UltraEdit
or a subsidiary or an affiliate of UltraEdit, as set forth on the Purchase Order (as defined below) delivered in connection with this Agreement. To the extent
any terms or conditions contained in the Purchase Order conflict with the terms or conditions contained in this Agreement, the terms and conditions of thePurchase Order shall supersede only those conflicting terms or conditions contained in this Agreement and only to the minimum extent necessary toharmonize the terms in such Purchase Order with the terms contained herein. Each Purchase Order shall be executed separately and, when so executedby both parties and delivered to UltraEdit, shall constitute and be construed as a separate agreement consisting of the terms and conditions contained insuch Purchase Order together with the terms of this Agreement. This Agreement specifically supersedes and replaces the terms and conditions of allprior agreements between UltraEdit and Customer relating to the software licensed hereunder, including, but not limited to, any shrink-wrap agreements,
click-wrap agreements or any demo or trial agreements which may accompany or are embedded in UltraEdit’s products or which have been previously inforce between the parties. If Customer is evaluating Evaluation Software (as defined in Section 16 below), then only the terms and conditions of Section
16 below (including those Sections of this Agreement incorporated therein by reference) will govern Customer’s temporary use of such Evaluation Software(and no other terms of this Agreement shall apply to Customer or govern Customer’s use of Evaluation Software) and upon purchase of a commercial
license for such Evaluation Software, this entire Agreement, exclusive of Section 16, shall apply to Customer and govern all use of the Licensed Material(as defined below). In consideration of the mutual promises and agreements contained herein, the parties hereto also agree as follows:1.

Definitions –
(a)

(b)

(c)

GENERAL TERMS AND CONDITIONS
configured, be deemed a separate CPU under this definition for
purposes of this Agreement.

“Agreement” means this software license agreement, together
with all exhibits, schedules, annexes and Purchase Orders
made a part hereof in accordance with the terms of thisAgreement and all amendments, modifications, supplements
and alterations thereto effected in accordance with the terms ofthis Agreement.
“Confidential Information” means all technical and non-technicalinformation in both tangible and intangible form, including, but
not limited to, product design information, software code,technical information, customer information, discounting, costand pricing information, financial information and the results
derived from or methodology employed by Customer in
conducting any benchmark testing of the Licensed Software;
provided that the term “Confidential Information” shall notinclude information which the recipient can show by reasonable
proof (i) to have been known by the recipient prior to the time of
disclosure by the disclosing party, (ii) to have become part of the
public domain through no fault or breach of this Agreement by
the recipient, (iii) to have been disclosed to the recipient in goodfaith by a third party who is not under any obligation ofconfidence or secrecy to the disclosing party at the time suchthird party discloses the information to the recipient or (iv) tohave been compelled to be produced by a court of competentjurisdiction, provided that the recipient shall first give notice tothe disclosing party of any such request or order of the court togive the disclosing party an opportunity to contest or limit said
request or order of the court.
"CPU" means the logic circuitry that responds to and processes
the instructions that run a computer and/or that access or runs
the Licensed Software and each CPU may be comprised ofmultiple processing cores, each of which may be configured toindependently act as an individual CPU and shall, when so

UltraEdit, Inc.

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(d)

“Error” means any error, defect or omission that (i) is discoveredin the Licensed Software, (ii) is reproducible and (iii) prevents its
operation substantially in accordance with the Licensed
Documentation.

(e)“Licensed Documentation” means the published user manuals
that UltraEdit makes generally available for the Licensed
Software.

(f)“Licensed Material” means the Licensed Software and theLicensed Documentation.

(g)“Licensed Software” means the machine-readable object code
version of (i) the software specified on each Purchase Order,whether embedded on disc, tape, internet download site or othermedia and (ii) all Updates for the Licensed Software that
Customer is entitled to receive in connection with its receipt ofMaintenance Services pursuant to Section 4 of this Agreement.

(h)“Maintenance Services” means the technical support services
provided by UltraEdit pursuant to Section 4 hereof.

(i)“Maintenance Term” means the period of time for which
Customer has purchased Maintenance Services, as evidenced
by the Purchase Order delivered by Customer in connection
therewith, together with all renewals effected in accordance with
Section 4 of this Agreement.

(j)“Purchase Order” means (i) UltraEdit’s standard price quote,purchase order, order form or purchase confirmation, as such
document may be amended, supplemented or modified fromtime to time in accordance with this Agreement or (ii) any othernon-UltraEdit price quote, purchase order, order form orpurchase confirmation delivered by Customer to UltraEdit but
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solely to the extent permitted by and delivered in accordancewith Section 15.

2.

(k)

“Update” means any revision, enhancement, improvement or
modification to or programming fix for the Licensed Software or
Licensed Documentation which UltraEdit makes generally
available, incorporates into and makes a part of the Licensed
Software or Licensed Documentation and does not separately
price or market.

(l)“User” means individuals who are authorized by Customer to use
the Licensed Software, for whom licenses to the Licensed
Software have been purchased, and who have been supplied
user identifications and passwords by Customer (or by UltraEdit
at Customer’s request). Users may include but are not limited to
employees, consultants, contractors and agents of Customer,or, subject to the restrictions contained herein, third parties withwhom Customer transacts business.

license purchased by Customer. A Personal-License
may only be purchased by Customers who arenatural-born individuals;

LICENSE –(a) Use – Subject to the terms and conditions of this Agreement,
including, but not limited to the applicable licensing restrictions
set forth in Section 2(b) below, and subject further to Customer’s
full compliance herewith and according to the scope, time period
and other terms indicated on the applicable Purchase Orderdelivered in connection with this Agreement, UltraEdit hereby
grants Customer and Customer hereby accepts from UltraEdit,a perpetual, non-exclusive and non-transferable right andlicense to install the Licensed Software on computer hardwarethat is owned or operated by or on behalf of Customer, to accessand use the Licensed Material in accordance with the applicable
restrictions and conditions contained in this Agreement and tocopy the Licensed Material as permitted by this Agreement.
Customer’s right to use the Licensed Material shall extend to useby third parties under a written agreement with Customer toprovide outsourcing services for Customer's own internalbusiness operations; provided, that (i) such third parties haveagreed to abide by the terms of this Agreement and (ii) Customer
shall remain primarily liable for all acts and omissions by suchthird parties.
(b)

License Usage and Restrictions – Customer acknowledges
and agrees that, as between Customer and UltraEdit, UltraEdit
or its subsidiaries owns and shall continue to own all right, title,
and interest in and to the Licensed Material, including associatedintellectual property rights under copyright, trade secret, patent,
or trademark laws. This Agreement does not grant Customer any
ownership interest in or to the Licensed Material, but only alimited right and license to use the Licensed Materials inaccordance with the terms of this Agreement and eachapplicable Purchase Order. Customer further acknowledges
and agrees that the licenses granted hereunder and therestrictions applicable to Customer’s installation and use of theLicensed Software will vary according to the type of Licensed
Software purchased by Customer and the type of licensepurchased by Customer. One or more of the restrictions set forthin this Section 2 may apply to the Licensed Software depending
upon the type of license purchased and the terms contained in
the applicable Purchase Order relating to the Licensed Software.
Customer is encouraged to carefully review all terms andrestrictions contained in this Section 2 and each Purchase
Order. Customer hereby agrees to the following license
restrictions and conditions applicable to the Licensed Software
as set forth in the Purchase Orders delivered by Customer under
this Agreement:(i)UltraEdit, Inc.

(ii)

For all Licensed Software made generally available by
UltraEdit on a “per-User” or “per-Seat” basis andlicensed hereunder by Customer on a “per-User” or“per-Seat” basis, Customer may install and operate(a) no more than one (1) instance of the Licensed
Software per license purchased by Customer, and (b)shall not access and use such Licensed Software bymore than one (1) User per license purchased by
Customer;(iii)

For all Licensed Software expressly specified in a
Purchase Order as an “Enterprise-License,”
Customer may install, operate and use the Licensed
Software on any number of instances, CPUs, physicalservers or virtual servers and may do so with any
number of users or seats; provided, that periodicallyupon UltraEdit’s written request Customer shallprovide UltraEdit with a written report evidencing
actual installation and usage of the Licensed Softwareand pay for all excess license usage in accordancewith the terms of UltraEdit’s standard true-up
addendum (the terms of which are incorporated hereinby reference upon Customer purchasing suchenterprise license);(iv)

For all Licensed Software made generally available by
UltraEdit on a “concurrent users” basis (each, a“Concurrent License”) and licensed hereunder by
Customer as a Concurrent License, Customer may
install and operate such Licensed Software to be usedconcurrently on different computers by up to theauthorized number of Users for which Customer has
purchased a license; and(v)

For all Licensed Software made generally available by
UltraEdit on an “Educational Users” basis andlicensed hereunder by Customer as the “Educational
License,” Customer shall meet the eligibility
requirements
statedat
http://www.ultraedit.com/register-buy/edudiscounts.html. Customer may install and use the
Educational License only in the country where it isqualified as an Educational User.

In no event shall Customer install, operate, use or access the
Licensed Software in contravention of the foregoing restrictions
applicable to the Licensed Software or any other restrictions
contained in this Agreement.

For all Licensed Software made generally available by
UltraEdit on a “Personal License” or “Single User
License” basis and licensed hereunder by Customer
on a “Personal License” or “Single User License” basis(each, a “Personal License”), Customer may installand operate up to three (3) instances of such Licensed
Software, but Customer shall not (a) access and use
more than one (1) instance of the Licensed Softwareat any given time, or (b) access and use such
Licensed Software by more than one (1) User per
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(c)

Copies & Disaster Recovery – Customer may make areasonable number of back-up archival copies of the Licensed
Software. In the event of any outage that results in the complete
failure of the computer system upon which Customer has
installed the Licensed Software, Customer’s right to use theLicensed Software shall include, during the pendency of suchoutage, the temporary right to use the Licensed Software in a
replacement computing environment substantially similar to theoriginal computing environment upon which the Licensed
Software was installed immediately prior to such outage.
Customer shall reproduce all confidentiality and proprietary
notices on each of the copies permitted hereunder and maintainan accurate record of the location of each of the copies.
Customer shall not otherwise copy or duplicate the Licensed
Material. Customer shall not reverse engineer, disassemble,
translate, modify, adapt, or decompile the Licensed Material orapply any procedure or process to the Licensed Material in order
to ascertain, derive, and/or appropriate the source code orsource listings for the Licensed Software or any trade secret orother proprietary information contained in the Licensed
Software.

(d)

Maintenance Optional – Customer’s right to use the Licensed
Software shall survive any election by Customer to terminate or
not renew Maintenance Services from UltraEdit.
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(e)

3.

Other Services – All licenses and Maintenance Services
purchased by Customer in respect of the Licensed Material shallbe governed by this Agreement, together with the applicable
Purchase Orders delivered hereunder. Unless otherwise agreed
by the parties in writing, all other services purchased by
Customer in respect of the Licensed Software, if any, including
implementation services, training services and professional
services (collectively, “Ancillary Services”), shall be governedsolely by a separate written mutually acceptable services
agreement entered into by the parties or, in the absence of suchagreement, UltraEdit’s standard professional services
agreement, and acceptance of the Licensed Material shall not
be contingent upon Customer’s acceptance of any such
Ancillary Services.

(b)

Additional Maintenance Term – Upon expiration of each
Maintenance Term, Maintenance Services shall automaticallyrenew for an additional 12-month Maintenance Term andUltraEdit will invoice Customer unless UltraEdit or its authorized
representative is notified by Customer in writing at least sixty(60) days prior to the expiration of the current Maintenance Termthat Customer will not purchase Maintenance Services foranother Maintenance Term.

(c)

Reinstatement – If Customer terminates Maintenance Services
or elects not to renew Maintenance Services, Customer may, at
its option, purchase Maintenance Services within one year ofsuch termination or non-renewal by providing notice to UltraEdit
and making payment of UltraEdit’s then-current list maintenancefees for the upcoming 365-day period plus an amount equal to
1.5 times the Maintenance Services fees that would haveaccrued during the period subsequent to such termination or
non-renewal, had Customer not terminated or elected not torenew Maintenance Services.

DELIVERY AND PAYMENT TERMS –
(a)

(b)

(c)

Delivery – All Licensed Material shall be delivered by UltraEdit
to Customer via electronic delivery using a secure internet
download site. Ownership of all licenses purchased hereunderand risk of loss for the related Licensed Materials shall bedeemed to have passed to Customer once UltraEdit has madethe Licensed Material available for download by Customer,
notified Customer of the availability of the Licensed Material for
download and provided Customer with License Keys necessary
for the installation and operation of the Licensed Software.

5.
PROPRIETARY RIGHTS – Customer shall not acquire, by virtue of
this Agreement, any right or license other than as expressly provided
herein. Customer shall not reproduce the Licensed Material or otherconfidential or proprietary information of UltraEdit, except as provided inthis Agreement. All proprietary rights in and to the Licensed Material andall Evaluation Software (as defined in Section 16 below), all derivatives,translations, modifications, adaptations, improvements, enhancements ordevelopments thereof and all confidential or proprietary information of
UltraEdit, including without limitation, all rights under and with respect topatents, copyrights, trademarks and rights under the trade secret laws of
any jurisdiction shall remain the sole property of UltraEdit or its applicable
licensor, whether recognized by or perfected under applicable local law.
Customer shall promptly notify UltraEdit of any infringement of UltraEdit’s
proprietary rights of which it becomes aware.

Payment – Upon delivery of a Purchase Order by Customer,
UltraEdit shall deliver an invoice to Customer specifying thelicense fees and Maintenance Services fees payable pursuant
to such Purchase Order. Customer shall pay all license fees andMaintenance Services fees specified therein within thirty (30)days of Customer’s receipt of such invoice. In the event that
Customer elects to pay any fees due hereunder with a credit
card, (i) Customer is required to provide UltraEdit with a valid
form of credit card payment and to keep all such credit card
information current and accurate in respect of all renewal fees,(ii) Customer shall promptly notify UltraEdit if its credit card haschanged or has been declined and (iii) Customer hereby
consents to UltraEdit automatically processing and charging all
fees due by Customer hereunder, including all renewal fees, tothe credit card submitted by Customer. All fees payable by
Customer in respect of such Ancillary Services may beseparately invoiced.
Customer’s payment obligation withrespect to all license fees and Maintenance Services fees owing
hereunder shall be independent of the provision of Ancillary
Services, whether or not such Ancillary Services are separately
invoiced. Any late payment of any amount owing hereundershall accrue interest at a rate equal to the lesser of (i) 15% perannum and (ii) the maximum rate permitted by law.

6.

Taxes – All payments referred to in this Agreement are exclusiveof value added tax, sales tax and any other applicable taxes,
duties or imposts which (with the exception only of those basedon UltraEdit’s income) shall also be payable by Customer inaccordance with applicable law.

4.
MAINTENANCE – UltraEdit does not warrant that the Licensed
Software will operate error-free or may be used error-free. Upon
Customer’s payment of the Maintenance Services fees associated with theMaintenance Term purchased by Customer for the Licensed Software
specified in a Purchase Order, UltraEdit shall provide Maintenance
Services in accordance with this Section 4 and in accordance with any
additional Maintenance Services terms specified in such Purchase Order.
(a)

Maintenance Agreement – UltraEdit or its authorized
representative will provide Maintenance Services for the
Licensed Software during each Maintenance Term.
Maintenance Services includes problem determinations,reasonable problem resolutions, provisioning of software
program temporary fixes and new releases. Maintenance
Services shall also include the additional Maintenance Service
terms expressly set forth in writing in the Purchase Orderdelivered by Customer, which are hereby incorporated herein byreference. Maintenance Services shall entitle Customer toreceive, at no additional cost, all Updates.

UltraEdit, Inc.

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LIMITED WARRANTIES(a)

Warranty – UltraEdit warrants to Customer that during the firstthirty (30) days after purchase of the Licensed Software (the“Warranty Period”) such Licensed Software will perform
substantially as described in the accompanying Licensed
Documentation. UltraEdit does not warrant that (i) the Licensed
Software will satisfy or may be customized to satisfy any of
Customer's requirements or any other particular use or (ii) theuse of the Licensed Software will be uninterrupted or error-free.
Laws from time to time in force may imply warranties that cannot
be excluded or can only be excluded to a limited extent. This
Agreement shall be read and construed subject to any suchstatutory provisions.

(b)Remedies – If (i) at any time during a Maintenance Term, theLicensed Software contains Errors which make the Licensed
Software unable to perform substantially as described in theaccompanying Licensed Documentation or (ii) during theWarranty Period, UltraEdit breaches the warranty set forth inclause (a) above, then Customer shall promptly notify UltraEditof such Error or breach and UltraEdit shall (A) use allcommercially reasonable efforts to correct such Error or breach
within thirty (30) days of notification or (B) provide Customer
within thirty (30) days of notification with a plan acceptable to
Customer for correcting such Error or breach. If such Error or
breach is not corrected or if an acceptable plan for correcting
such Error or breach is not established within such thirty (30) day
period, UltraEdit shall replace the defective Licensed Softwareor, if not practicable, accept the return of the defective Licensed
Software and refund to Customer the amount paid for thedefective Licensed Software, less depreciation based on a 3year straight line schedule. UltraEdit’s obligations under thisSection 6(b) shall be waived in the event such Error or breach isdue to (I) any defect in or misconfiguration of the computer
hardware upon which the Licensed Software is installed, (II)improper handling or use of the software media by Customer, or(III) an unauthorized alteration, revision or configuration of theLicensed Software or to Customer’s computer system by
Customer or its employees. Customer acknowledges that thisSection 6(b) sets forth Customer's sole and exclusive remedy,
and UltraEdit's and its authorized representatives’ sole and
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exclusive liability, for any breach of warranty, Error or failure of
the Licensed Software to function properly.
(c)7.

Disclaimer – EXCEPT AS EXPRESSLY PROVIDED IN THISAGREEMENT, ALL WARRANTIES, REPRESENTATIONS,INDEMNITIES AND GUARANTEES WITH RESPECT TO THE
LICENSED MATERIAL, WHETHER EXPRESS OR IMPLIED,ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTENSTATEMENTS BY ULTRAEDIT OR ITS AUTHORIZEDREPRESENTATIVES OR OTHERWISE (INCLUDING, BUT
NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBYOVERRIDDEN AND DISCLAIMED.

INDEMNITY(a) Indemnity – Subject to this Section 7 and Section 8 below,
UltraEdit agrees to indemnify, defend and hold harmless
Customer from and against all claims, damages, losses,
liabilities and expenses (including, but not limited to, reasonable
attorneys’ fees) arising out of any claim by a third party assertingthat the Licensed Material or any of Customer’s use thereof,
infringes upon any third party's patent, copyright or trademark,provided that (i) Customer promptly notifies UltraEdit in writing
no later than thirty (30) days after Customer’s notice of any
potential claim, (ii) Customer permits UltraEdit to defend,
compromise or settle the claim, and provided further that nosettlement intended to bind Customer shall be made without
Customer’s prior written authorization and (iii) Customer gives
UltraEdit all available information, reasonable assistance, andauthority to enable UltraEdit to do so.
(b)

(c)

Alternative Remedy – If a claim described in Paragraph 7(a)may or has been asserted, Customer will permit UltraEdit, at
UltraEdit's option and expense, to (i) procure the right to continue
using the Licensed Material, (ii) replace or modify the Licensed
Material to eliminate the infringement while providing functionallyequivalent performance or (iii) accept the return of the Licensed
Material and refund to Customer the amount actually paid to
UltraEdit or its authorized representative for such Licensed
Material, less depreciation based on a 3-year straight-line
depreciation schedule.
Limitation – UltraEdit shall have no indemnity obligation to
Customer hereunder if the violation or infringement claim resultsfrom (i) a correction or modification of the Licensed Material notprovided by UltraEdit or its authorized representative, (ii) the
failure to promptly install an Update, (iii) the combination of theLicensed Software with other non-UltraEdit software and (iv)continuing the allegedly infringing activity after receiving written
notice of such infringement claim from UltraEdit.

8.
NO
CONSEQUENTIAL
DAMAGES–UNDERNOCIRCUMSTANCES WILL ULTRAEDIT OR ITS AUTHORIZEDREPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTALDAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE,
BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY(INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA,GOODWILL, PROFITS, USE OF MONEY OR USE OF THE LICENSED
MATERIALS, INTERRUPTION IN USE OR AVAILABILITY OF DATA,STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS),ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY,
BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL
PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICTLIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OFPERSONAL INJURY WHERE AND TO THE EXTENT THATAPPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT WILL
THE AGGREGATE LIABILITY INCURRED IN ANY ACTION OR
PROCEEDINGBYULTRAEDITORITSAUTHORIZEDREPRESENTATIVE EXCEED THE TOTAL AMOUNT ACTUALLY PAIDBY CUSTOMER FOR THE SPECIFIC LICENSED SOFTWARE THATDIRECTLY CAUSED THE DAMAGE.
9.

developed or acquired by or licensed to UltraEdit and that all
results of testing of the Licensed Software, whether performed
by Customer or another third party, are confidential. In no event
will Customer publish or disclose the results of any testing or
performance specifications of the Licensed Software without
UltraEdit’s express prior written consent. A party that receives
Confidential Information (the “Receiving Party”) from the otherparty (the “Disclosing Party”) shall not: (i) export or re-export(within the meaning of US laws or other export control laws or
regulations) any Confidential Information, except in strict
compliance with US laws; (ii) reverse engineer any Confidential
Information; or (iii) disclose or make available the Disclosing
Party’s Confidential Information to any of the Receiving Party’s
employees, agents, contractors or consultants or to any third
parties, except those that have agreed in writing to be bound byterms and conditions substantially similar to, and no lessrestrictive with respect to limitations on use and disclosure, thanthose contained in this Agreement and each of which have a“need to know” in order to carry out the purposes set forth in thisAgreement. Each party shall take all reasonable precautions
necessary to safeguard the confidentiality of all Confidential
Information disclosed by the other party, including thoseprecautions (A) taken by the disclosing party to protect its own
Confidential Information and (B) which the disclosing party or its
authorized representative may reasonably request from time totime. Neither party shall allow the removal or defacement of any
confidentiality or proprietary notice placed on the Confidential
Information disclosed by the disclosing party. The placement of
copyright notices on Confidential Information shall not constitutepublication or otherwise impair their confidential nature of suchinformation.
(b) Disclosure – If an unauthorized use or disclosure of thedisclosing party’s Confidential Information occurs within therecipient party’s enterprise, the recipient party will immediately
notify the disclosing party or its authorized representative andtake, at recipient party’s expense, all steps which may beavailable to recover such Confidential Information and to prevent
its subsequent unauthorized use or dissemination.
10. TERMINATION – Upon prior written notice to UltraEdit, Customer
may terminate this Agreement without any right to refund or credit, (except
as otherwise expressly set forth in this Agreement). If Customer or any of
Customer’s employees, consultants, authorized representatives or
permitted third parties breach any term or condition of this Agreement,
UltraEdit may terminate this Agreement, without judicial or administrative
resolution or obligation to refund. This Agreement will terminate
automatically if Customer ceases to do business, becomes insolvent, goesor is put into receivership or liquidation, passes a resolution for its windingup (other than for the purpose of reconstruction or amalgamation) or for
any of the foregoing, makes an arrangement for the benefit of its creditors,
enters into bankruptcy, suspension of payments, moratorium,
reorganization or any other proceeding that relates to insolvency orprotection of creditors’ rights or takes or suffers any similar action inconsequence of debt. Upon the termination of this Agreement for any
reason, all rights granted to Customer hereunder will cease, and Customer
will promptly (i) purge the Licensed Software and any related Updates fromall of Customer’s computer systems, storage media and other files, (ii)destroy the Licensed Material and all copies thereof and (iii) deliver to
UltraEdit an affidavit certifying that Customer has complied with thesetermination obligations. The provision of Sections 1, 3, 8 through 12, 14,
15 and 17 shall survive the termination of this Agreement.
11. U.S. EXPORT RESTRICTIONS – Customer acknowledges that the
Licensed Materials and all related technical information, documents andmaterials are subject to export controls under the U.S. Export
Administration Regulations. Customer covenants and agrees to comply
with all import and export control regulations of the United States withrespect to the Licensed Material. Customer acknowledges that it may not
re-export or divert the Licensed Material or any related technicalinformation, document or material, or direct derivatives thereof, to any
country set forth on the U.S. Department of Commerce’s list of State
Sponsors of Terrorism (currently, Cuba, Iran, North Korea and Syria),

CONFIDENTIALITY

Confidentiality. – Customer acknowledges that the Licensed
Materials incorporate confidential and proprietary information
UltraEdit, Inc.
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including any future changes to the government’s list of State Sponsors ofTerrorism.

INVOICE OR NON-ULTRAEDIT PURCHASE ORDER OROTHER SIMILAR INSTRUMENT DELIVERED BY CUSTOMERTO ULTRAEDIT. EACH PARTY ACKNOWLEDGES AND
AGREES THAT, AS A CONVENIENCE TO CUSTOMER AND
ONLY FOR CUSTOMER’S INTERNAL ACCOUNTINGPROCEDURES, CUSTOMER MAY DELIVER TO ULTRAEDITA CUSTOMER INVOICE OR CUSTOMER PURCHASEORDER OR OTHER SIMILAR DOCUMENT FOR ANY
TRANSACTION CONTEMPLATED HEREUNDER AND THATNO ACTION BY ULTRAEDIT, INCLUDING ULTRAEDIT’S
DELIVERY OF ANY LICENSED MATERIALS OR
ACCEPTANCE OF PAYMENT, SHALL BE DEEMED TO BE
ACCEPTANCE OF ANY OF THE TERMS OR CONDITIONSCONTAINED IN SUCH CUSTOMER INVOICE OR CUSTOMERPURCHASE ORDER OR OTHER SIMILAR INSTRUMENT
AND SUCH TERMS AND CONDITIONS SHALL BE VOID AND
OF NO FORCE OR EFFECT, UNLESS ACCEPTED BYULTRAEDIT PURSUANT TO A WRITTEN INSTRUMENTSIGNED BY BOTH PARTIES.

12. EQUITABLE RELIEF – The parties recognize that Sections 5, 9, 11
and 13 are necessary for the protection of the business and goodwill of theparties and are considered by the parties to be reasonable for such
purpose. The parties agree that any breach of such Sections would cause
the other party substantial and irreparable damage and therefore, in theevent of any such breach, in addition to other remedies which may beavailable, the non-breaching party shall have the right to seek specificperformance and other injunctive and equitable relief in a court of law.
13. LICENSE KEY & USE REPORTING – Customer acknowledges thata license ID and password owned and controlled by UltraEdit or its
subsidiaries (the "License Key") is required to render the Licensed
Software operational on Customer’s computer hardware. Upon use of apermanent License Key to install the Licensed Software on Customer’s
computer hardware, no other license ID and password will be required for
the Licensed Material to operate on such computer hardware inaccordance with the terms and restrictions contained in this Agreement.
Customer shall not attempt to crack, alter or otherwise derive the License
Key. UltraEdit shall promptly provide Customer with all necessary License
Keys upon purchase of the Licensed Software or upon any authorizedtransfer of the Licensed Software to any other hardware equipment
permitted under Section 2 of this Agreement. UltraEdit reserves the rightto gather data on license usage by Customer for each item of Licensed
Software, including License Key numbers, server IP addresses, email
addresses of users, domain counts and other information deemed relevant,to ensure that the Licensed Software is being used in accordance with theterms of this Agreement. UltraEdit expressly prohibits domain countoverrides without prior written approval. Customer hereby consents to
UltraEdit gathering and processing such usage information and agrees not
to block, electronically or otherwise, the transmission of data required forcompliance with this Agreement. Any unauthorized use of the Licensed
Software by Customer or other use by Customer in violation of therestrictions contained herein shall be deemed a material breach of thisAgreement. In addition to the foregoing, within ten (10) business days of
Customer’s receipt of UltraEdit’s written request, Customer shall provide to
UltraEdit a written report certifying to UltraEdit the number of licenses forLicensed Software installed, used or accessed by Customer, the identity of
the applicable servers, hardware or computers upon which such licenses
are installed and, to the extent applicable, the installation location andlocation and number of users accessing such licenses, together with suchother information as may be requested by UltraEdit and necessary toconfirm Customer’s compliance with the terms of this Agreement. The
auditing, reporting and certification rights and obligations set forth in thisSection 13 shall survive termination of this Agreement for a period ofeighteen months.

16.

TRIAL LICENSE(a) If Customer is evaluating Evaluation Software (as defined
below), then only the terms and conditions of this Section 16(including those Sections of this Agreement incorporated in thisSection 16 by reference) will govern Customer’s temporary useof such Evaluation Software (and no other terms of thisAgreement shall apply to Customer or govern Customer’s use of
Evaluation Software) and upon purchase of a commercial
license for such Evaluation Software, this entire Agreement,
exclusive of this Section 16, shall apply to Customer and govern
all use of the Licensed Material.
(b)

UltraEdit is the owner and provider of certain proprietary
software and documentation that Customer may request to use,from time to time, on a temporary basis for the sole purpose of
testing and evaluating such software prior to purchasing acommercial license for such software (“Evaluation Software”).
Customer is only permitted to use Evaluation Software during
the period commencing on the date Customer downloads the
Evaluation Software and ending on the expiration of the trial
period set forth on the applicable Purchase Order (including any
extensions thereof authorized by UltraEdit, the “Evaluation
Period”).

(c)

Evaluation Software is provided to Customer solely forevaluation purposes for Customer’s own testing and evaluation
purposes (an “Evaluation”) and upon download of the Evaluation
Software by Customer, UltraEdit hereby grants Customer a nontransferable, nonexclusive, limited license to operate and use
the Evaluation Software for such Evaluation during the
Evaluation Period. (Customer agrees not to cause or permit thereverse engineering, disassembly, modification, translation or
decompilation of any Evaluation Software. Customer shall notcopy the Evaluation Software, or create or develop any
derivative software based upon the Evaluation Software.

(d)Customer acknowledges that all Evaluation Software incorporates confidential and proprietary information developed or
acquired by or licensed to UltraEdit and that all results of testingof the Evaluation Software, whether performed by Customer oranother third party, are confidential. In no event will Customer
publish or disclose the results of any testing or performance
specifications of the Evaluation Software without UltraEdit’s
express prior written consent. Customer shall not remove or
deface any confidentiality or proprietary notice placed on the
Evaluation Software. The placement of copyright notices on
Evaluation Software shall not constitute publication or otherwise
impair their confidential nature of such information.

(e)

ALL EVALUATION SOFTWARE PROVIDED BY ULTRAEDITIS DELIVERED "AS IS, WHERE IS" AND ULTRAEDIT
SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES
OF
ANY
KIND
INCLUDINGWARRANTIESOFMERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE. ULTRAEDIT DOES NOT WARRANT THAT THE
EVALUATION SOFTWARE WILL OPERATE WITHOUT

14. ENFORCEABILITY – If for any reason a court of competentjurisdiction finds any provision of this Agreement, or portion thereof, to be
unenforceable, void, invalid or illegal, that provision shall be enforced tothe maximum extent permissible so as to effect the intent of the parties,
and the remainder of this Agreement shall continue in full force and effect.
15.

ENTIRE AGREEMENT(a)

Customer acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms. Customer
and UltraEdit further agree that, subject to clause (b) below, thisAgreement, together with all Purchase Orders delivered inconnection herewith and all exhibits, schedules and annexes
hereto, is the complete and exclusive statement of theagreement between Customer and UltraEdit and supersedes all
proposals, oral or written, and all other communications between
the parties relating to the subject matter of this Agreement,
including any shrink-wrap agreements, click-wrap agreements
or demo or trial agreements which may accompany the Licensed
Material or which may have been previously in force between
the parties. Subject to clause (b) below, this Agreement may not
be amended, modified, supplemented or altered except by awritten agreement that is signed by both parties.

(b) UNDER NO CIRCUMSTANCES MAY THE TERMS OF THISAGREEMENT OR ANY ULTRAEDIT PURCHASE ORDER BE
AMENDED, MODIFIED, SUPPLEMENTED, ALTERED,SUPERSEDED OR REPLACED BY ANY NON-ULTRAEDIT
UltraEdit, Inc.
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INTERRUPTION OR BE ERROR FREE.
UNDER NOCIRCUMSTANCES WILL ULTRAEDIT OR ITS AUTHORIZEDREPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT,SPECIAL,
PUNITIVE,
EXEMPLARY OR INCIDENTAL DAMAGES, WHETHERFORESEEABLE OR UNFORESEEABLE OR WHETHERBASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY,ARISING OUT OF OR RELATED TO CUSTOMER’S USE OFEVALUATION SOFTWARE.
IN NO EVENT WILL THE
AGGREGATE LIABILITY OF ULTRAEDIT OR ITSAUTHORIZED REPRESENTATIVES INCURRED IN ANYACTION OR PROCEEDING RELATING TO CUSTOMER’SUSE OF EVALUATION SOFTWARE EXCEED ONE
HUNDRED DOLLARS.
(f)

(c)

(d) THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATEOF TEXAS, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW RULES.
ULTRAEDIT AND CUSTOMER HEREBYIRREVOCABLY AGREE ON BEHALF OF THEMSELVESTHAT THE SOLE AND EXCLUSIVE JURISDICTION AND
VENUE FOR ANY LITIGATION ARISING FROM ORRELATING TO THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF SHALL BE IN AN APPROPRIATEFEDERAL OR STATE COURT IN THE STATE OF TEXASLOCATED IN TRAVIS COUNTY.

The Evaluation and the evaluation license granted under thisSection 16 shall automatically terminate immediately upon theearliest of (i) the expiration of the Evaluation Period, (ii) the dateupon which Customer purchases a commercial license for such
Evaluation Software and (iii) the date upon which either party
notifies the other party of its termination of the Evaluation. Upon
expiration of the Evaluation Period or the Evaluation, Customer
shall cease using and shall uninstall and destroy the Evaluation
Software unless Customer has purchased a commercial license
for such Evaluation Software on or prior to such expiration.

(g) Sections 1, 5, 8, 11, 14, 15, and 17(a) through 17(g) of thisAgreement shall be deemed incorporated by this reference inthis Section 16 and the Evaluation license granted under thisSection 16.
17.

MISCELLANEOUS(a) Customer shall not assign, delegate or otherwise transfer thisAgreement or any of its rights or obligations hereunder to any
other person or entity, whether by contract, merger or operationof the law, without UltraEdit’s prior written consent. In the eventof any merger of Customer or a sale of substantially all of theassets of Customer in which Customer is not the surviving entity,
Customer may assign or transfer any licenses granted under thisAgreement; provided, that Customer provides UltraEdit withwritten notice of such transfer within thirty days of such merger
or sale. Any assignment or delegation in breach of this Section
17(a) shall be void. This Agreement shall be binding upon theparties hereto and shall inure to the benefit of the parties hereto
and their respective permitted successors and assigns.
(b)

The waiver of compliance with or breach of any term or conditionof this Agreement or the failure of a party to exercise any rightunder this Agreement shall in no event constitute a waiver as toany other failure to comply or breach, whether similar or
dissimilar in nature, or prevent the exercise of any right under
this Agreement.

(e)Unless otherwise specified herein, the rights and remedies of
UltraEdit set forth in this Agreement are not exclusive and are in
addition to any other rights and remedies available to it at law orin equity. In the event of Customer’s failure to pay any fees set
forth in this Agreement, UltraEdit shall be entitled to recover its
costs and expenses, including but not limited to reasonable
attorneys’ fees, incurred in any collection efforts or legal action.

(f)This Agreement is not intended to be nor shall it be construed asa joint venture, association, partnership or other form of businessorganization or agency relationship.

(g)

Headings used in this Agreement are for reference purposes
only and shall not be used to modify the meaning of the terms
and conditions of this Agreement. This Agreement may be
executed in counterparts, all of which shall constitute one single
agreement between the parties hereto.

(h)

In consideration of the mutual covenants contained herein,
including the rights and licenses granted to Customer herein, theparties hereto do hereby agree that for a period of two years
following Customer’s most recent purchase of any licenses orservices, including Maintenance Service, from UltraEdit or its
authorized representative, Customer shall not solicit, induce,
hire, engage, or attempt to hire or engage any employee of
UltraEdit, or in any other way interfere with UltraEdit’s
contractual or employment relations with any of its employees,
nor will Customer hire or engage or attempt to hire or engage
any individual who was an employee of UltraEdit at any time
during such two-year period.

All notices or approvals required or permitted under thisAgreement must be given in writing and delivered to theappropriate party at the address set forth in this Agreement or in
any Purchase Order delivered in connection with thisAgreement.

[END OF AGREEMENT]

UltraEdit, Inc.

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