AMC TECHNOLOGY LLC END USER LICENSE AGREEMENT NOTICE - READ BEFORE USING PROGRAM CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE “AGREEMENT”) BEFORE USING THIS PROGRAM. REGISTRATION, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL, DOWNLOAD, USE OR ACCESS THE SOFTWARE PRODUCT AND PROMPTLY RETURN IT AND THE PACKAGE CONTAINING THE SOFTWARE PRODUCT FOR REFUND OF THE AMOUNT YOU PAID. 1. Definitions “AMC” means AMC Technology, LLC, a Virginia limited liability company. “Authorized Copy” has the meaning ascribed in Section 2(a). “Contact Canvas” which is a software program that integrates customer relationship management applications with computer telephony integration communication platforms, including, without limitation, AMC’s multi-channel integration server into application adapters and voice drivers across an enterprise. “Designated Equipment” shall mean the central processing unit(s), network(s) and/or server(s) that You identify to us at the inception of this Agreement and to which we consent in writing prior installation of any Software Product, as may be modified from time to time by a written agreement between the parties hereto. “Documentation” means the user manuals and supporting documentation, as amended from time to time, provided with the Program under this Agreement and, if maintenance services in accordance with Section 9 are purchased, such revisions and updates to the Documentation required by any Enhancements. “Effective Date” means the day You install the Program. “Enhancements” has the meaning ascribed in Section 9. “Failover Copy” has the meaning ascribed in Section 2(b). “Failover System License” means a nonexclusive, non-transferrable, non-assignable limited right and license of the Software Product to You, and the number of users identified in AMC’s invoice(s) to You, for (a) temporary use on a secondary server when a primary server suffers a hardware or software failure (or is taken offline for routine maintenance or patch management), and (b) use simultaneously with a Product License as contemplated by Section 2(b). “Product License” means a nonexclusive, non-transferrable, non-assignable right and license of the Software Product to You, and the number of users identified in AMC’s invoice(s) to You, for Your internal business purposes in Your regular operating systems. “Program” means AMC’s software program known as “Contact Canvas” that is licensed to You in object code form only under the terms of this Agreement, including, without limitation, (a) all copies and, if maintenance services in accordance with Section 9 are purchased, Enhancements, (b) the structure, sequence, and organization of the software, (c) any programmer’s notes from clients or technical writings with respect thereto, (d) any other third-party software licensed with or as part of the software, and (e) any other information identified or reasonably identifiable as confidential and proprietary information of AMC. “Software Product” means, collectively, the Program and the Documentation. “Test System License” means a nonexclusive, non-transferrable, non-assignable limited right and license for You, and the number of users identified in AMC’s invoice(s) to You, to operate a test version of the Software Product. “You” means the individual, if acting on behalf of himself or herself, or the individual who is acting on behalf of an educational or nonprofit institution, governmental agency, or other entity. “Update” means a revision to the Licensed Software, a patch that modifies the functionality of the Licensed Software, or a subsequent version which AMC makes generally commercially available. 2. Licenses; Restrictions; Audit Rights a. Business Use. Subject to the terms and conditions of this Agreement and only if stated in an AMC invoice issued to You for which AMC has received payment of the fees stated therein, AMC hereby grants to You a Product License to use, display, install and run the Product Licenses on the Designated Equipment for Your internal business purposes only. In connection with the Product License, You are authorized to create one copy of the Program (“Authorized Copy”) to be used solely for archival, back-up, or disaster recovery purposes; provided that You do not (1) operate or cause any licensees or third parties to operate such Authorized Copy concurrently with the use of the Software Product or as a failover system, or (2) otherwise copy or clone the Authorized Copy or the Software Product or servers containing same, including virtual machines. b. Failover Use. Subject to the terms and conditions of this Agreement and only if stated in an AMC invoice issued to You for which AMC has received payment of the fees stated therein, AMC hereby grants to You a Failover System License to install the Program on the Designated Equipment. The Failover System License permits You to install the Program on a back-up server or server cluster node (the “Failover Copy”) for use in the event of a failure and non-availability for productive use of the Software Product; provided that (1) You install the Program only on a backup server or server cluster node for system failover, (2) the Failover Copy otherwise remains dormant, (3) Your use of the Failover Copy immediately ceases once the primary server resumes operation, and (4) You may not use the Failover Copy in excess of Your Product Licenses or in violation of the terms of this Agreement. c. Test Use. Subject to the terms and conditions of this Agreement and only if stated in an AMC invoice issued to You for which AMC has received payment of the fees stated therein, AMC hereby grants to You a Test System License for temporary use of a test version of the Software Product on the Designated Equipment until the earlier of either (1) ninety (90) days from the date of installation or (2) expiration of the testing period set forth in AMC’s invoice(s) with respect to the Test System License. For the avoidance of doubt, the Test System License is limited to testing and integration of the Software Product with Your systems and may not be used for any purpose that a Product License or a Failover System License could be used under this Agreement. d. Restrictions. In addition to the restrictions set forth elsewhere in this agreement, You may not: (1) copy, distribute, rent, lease or sublicense all or any portion of the Software Product; (2) simultaneously use the Authorized Copy with the Software Product; (3) modify or prepare derivative works of the Software Product; (4) reverse engineer, decompile, or disassemble the Software Product; (5) provide the Software Product (or any output thereof) to any third party in connection with a fee for service arrangement or service bureau arrangement; and/or (6) transfer the Software Product, any right or license granted under this Agreement or this Agreement to any third party, except that you may assign this Agreement to Your affiliate that is not a competitor of AMC so long as You provide 30 days’ prior written notice of such assignment and You remain responsible for the obligations hereunder. You agree to keep confidential and use Your best efforts to prevent and protect the contents of the Software Product from unauthorized disclosure or use. e. Audit Rights. On AMC’s request, but not more frequently than annually, You shall furnish to AMC a statement, certified by Your authorized representative, listing the location, type and serial number of all equipment in which the Software Product licensed hereunder is installed, copied or otherwise resides and stating that the use by You of the Software Product subject to the Agreement has been reviewed and that such Software Product is being used solely on the Designated Equipment (or temporarily on back-up systems) for such Software Product in full compliance with the provisions of this Agreement. You expressly grant to AMC the right to audit Your facilities and records from time to time in order to verify Your compliance with the terms and conditions of this Agreement. Any such audit shall only take place during Your normal business hours and upon no less than ten (10) days’ prior written notice from AMC. AMC shall conduct no more than one (1) audit in any twelve (12) month period except for the express purposes of assuring compliance by You where non-compliance has been established in a prior audit. 3. Fees You agree to pay AMC the amount(s) set forth on Your invoice(s) issued by AMC for the licenses and maintenance services, if applicable, set forth therein. Your continued use of the Software Product and, if applicable, retention of maintenance services, are subject to and conditioned upon Your payment of the invoiced amount. Payment for such fees shall be due and payable immediately upon Your receipt of such invoice. License and maintenance fees are non-refundable and pro-rata adjustment will not be made if this Agreement, or any licenses or services provided hereunder, are terminated earlier than the expiration of such license or service term set forth in AMC’s invoice(s). All payments to AMC hereunder shall be net of all sales, use, value added, or other taxes that may be levied against the sale, licensing, delivery, or use of Software Products and maintenance services, if applicable, and shall be paid without deduction for any taxes, levies, imposts, duties, fees, deductions, withholdings or other governmental charges. You are solely responsible for collecting and remitting such taxes to the appropriate taxing authority. 4. Limited Software Product Warranty AMC hereby represents and warrants to You for a period of ninety (90) days after installation of the Software Product (a) that the Software Product will be free from material errors and defects which materially affect the performance and will conform in all material respects with the Documentation; (b) that the media containing the Software Product will be free from defects in material and workmanship; and (c) that the Software Product will be compatible with and may be used in conjunction with other software as described in the Documentation. If the Software Product, or any portion thereof, is or becomes unusable, totally, or in any respect (other than as a result of Your modifications or misuse), and You notify AMC in writing during the warranty period, AMC will correct errors, defects, and nonconformities and restore the Software Product to conform with the foregoing warranty without additional charge to You in accordance with AMC’s normal correction procedures. 5. Sole Remedy Your sole and exclusive remedies for (a) any damages or loss in any way connected with the Software Product or services furnished by AMC and its licensors, and (b) any and all performance or non-performance of the Software Product and the services provided hereunder, if any, whether or not due to AMC's negligence or breach of any other duty, shall be replacement of the Software Product. AMC will not be responsible under this Agreement for the correction of any program errors as a result of modification or misuse of the Software Product by You. Under no condition will AMC be responsible under this Agreement for preparation or conversion of data into the form required for use with the Software Product. 6. Disclaimer of Warranty and Limitation of Remedies a. THE LIMITED WARRANTY PROVIDED IN SECTION 4 OF THIS AGREEMENT REPLACES, AND AMC HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ALL WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE OF THE UNITED STATES OF AMERICA (IF APPLICABLE) AND THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. AMC MAKES NO WARRANTY THAT THE LICENSED MATERIALS WILL MEET THE LICENSEE’S NEEDS, REGARDLESS OF WHETHER AMC KNOWS OR HAS REASON TO KNOW OF LICENSEE’S PARTICULAR NEEDS, OR THAT THE LICENSEE’S USE OF THE SAME WILL BE UNINTERRUPTED OR EROR FREE OR THAT ANY NONCOMFORMITES OF THE SOFTWARE PRODUCT WITH THE WARRANTY IN SECTION 4 CAN OR WILL BE CORRECTED. IN NO EVENT SHALL AMC’S LIABILITY INCLUDE DAMAGES RELATING TO LOSS OF GOOD WILL, LOSS OF USE, TIME OR DATA (OR ITS RECOVERY), INTERRUPTION OF SERVICE, INCONVENIENCE, COMMERICAL LOSS, LOST PROFITS (REGARDLESS OF WHETHER SAME ARE DEEMED INDIRECT OR DIRECT DAMAGES) OR SAVINGS, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW, OR INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, PUNITIVE DAMAGES, EVEN IF AMC HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. THE LIMITED WARRANTY SET FORTH IN SECTION 4 IS PROVIDED IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES. NO ACTION FOR ANY BREACH OF THE LIMITED WARRANTY OR ANY OTHER CLAIM AGAINST AMC MAY BE COMMENCED MORE THAN ONE (1) YEAR AFTER LICENSEE’S INITIAL RECEIPT OF THE SOFTWARE PRODUCT LICENSED HEREUNDER. TO THE EXTENT A COURT OF COMPETENT JURISDICTION ADJUDICATES LIABILITY ON THE PART OF AMC FOR DIRECT DAMAGES IN A FINAL, NON-APPEALABLE JUDGMENT UNDER THIS AGREEMENT, THEN AMC’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT OF ANNUAL LICENSE FEES PAID DURING THE THEN MOST RECENT SIX (6) MONTH PERIOD. b. AMC will not be liable for any loss or damage caused by delay in furnishing a Software Product or any other performance under this Agreement, including a delay contemplated by Section 12. c. Some jurisdictions do not allow the exclusion of implied warranties, statutory warranties or consequential damages; hence, the above exclusion may not apply to You. This warranty gives You specific legal rights, and You may also have other rights which vary from jurisdiction to jurisdiction. d. Any modifications by You to the Software Product shall void the warranties provided in Section 4 hereof. 7. Indemnification You shall, and shall cause Your affiliates and permitted subcontractors to, indemnify, defend and hold AMC, its affiliates and its and their shareholders, officers, directors, employees and agents harmless from and against all liabilities, judgments, damages, costs and expenses (including reasonable attorneys’ fees), to the extent such claims are related to, based on or arise out of: (a) the use of the Software Product other than as set forth in the Documentation; (b) the use of any version other than the most recent version and prior sequential version of the Software Product; (c) combination or use of the Software Product with software not provided by AMC if the infringement would have been avoided by use of the Software Product alone; (d) any modification of the Software Product or any part thereof, unless such modification was made by or authorized in writing by AMC, if the infringement would have been avoided in the absence of such modification; (e) any breach of Your obligations under Sections 6 (AMC’s responsibility to pay taxes) and 13 (compliance with laws); and (f) Your noncompliance with applicable law and/or use of the Software Product outside the United States. 8. Intellectual Property; Retentions of Rights. You hereby acknowledge that the Software Product is protected by intellectual property laws, including U.S. copyright and trademark laws and international treaty provisions, and AMC owns all intellectual property rights in the Software Product and Documentation, including without limitation, copyrights, trade secrets, patents and other proprietary rights. 9. Maintenance. If You purchase from AMC maintenance services related to the Software Product, AMC shall promptly furnish (either directly, or indirectly via a distributor) to You all Software Product enhancements, new releases, product improvements, system modifications and Updates (collectively, “Enhancements”) AMC makes generally commercially available for the period set forth in the applicable invoice(s) provided that You pay all fees for such services. You may incorporate the Enhancements into the Software Product or continue using previous releases of the Software Product, at Your option, provided that AMC shall not be obligated to provide maintenance services hereunder, nor shall the limited warranty in Section 4 apply, for bugs or other nonconformities unless and until You have either (a) installed all available Enhancements, or (b) received an invoice from AMC expressly permitting maintenance services hereunder (but without the limited warranty in Section 4) notwithstanding Your failure to pay for or install all available Enhancements. 10. Termination This Agreement and the licenses and maintenance services purchased are effective until the earlier of (a) termination in accordance with this Agreement, and (b) the expiration of the licenses and, if applicable, maintenance services, set forth in AMC’s most recent invoice to You with respect to which You have paid all fees due thereunder. You may terminate (1) the licenses granted hereunder, any maintenance services purchased therewith, and this Agreement at any time by destroying the Software Product and erasing any copies in Your possession, or (2) only the maintenance services purchased pursuant to Section 9 at any time, without terminating this Agreement or the licenses granted, by providing written notice to AMC in accordance with Section 11. Your rights under this Agreement will terminate automatically without notice from AMC if You fail to comply with any term(s) of this Agreement, including, without limitation, the payment of fees due to AMC. Upon termination of the Agreement, You shall (A) cease all use of the Software Product, (B) destroy all copies, full or partial, of the Software Product, and (C) certify to us in writing that You have complied with the foregoing obligations. The provisions of Sections 2(d), 7, 8, 11 and 14 shall survive the termination of this Agreement. 11. Notices Notices shall be in writing and shall be deemed to have been received by each of the parties hereto on: (a) the date when delivered by hand, e-mail or fax, receipt of which is acknowledged in each instance; (b) the business day immediately following the day when delivered to Federal Express (or a comparable overnight courier service) for overnight or next day delivery to the address below, with respect to notices to AMC, and the address provided by You to AMC for purposes of invoicing with respect to notices to You (or such notice address as each party may provide to the other from time to time in accordance with this Section 11), or (c) three (3) business days after the date when mailed by United States certified mail (postage prepaid, return receipt requested) to: AMC Technology, LLC 15521 Midlothian Turnpike, Suite 301 Midlothian, Virginia 23113 Phone: 804-419-8608 Fax: 804-419-8601 E-mail: 11. Compliance with Laws; Privacy. Regardless of any disclosure made by You to AMC of an ultimate destination of the Software Product, You acknowledge that the Software Product is being released or transferred to You and may be subject to the U. S. export control laws. You also are responsible for complying with all applicable governmental regulations of any non-U.S. countries. You shall not transmit any personally identifiable information to AMC, including without limitation, names, phone numbers, addresses, social security numbers and/or credit card information. Unless You opt-out in writing, You hereby grant permission to AMC to use, in all forms and media for advertising purposes, Your name and/or likeness, and if You are acting on behalf of an organization, Your organization’s tradename and logo, including related intellectual property, such as trade dress and copyrights, in a list of AMC’s clients, along with a description of the project in which AMC is engaged. 12. Force Majeure. Neither party will be liable or deemed to be in default for any delay or failure in performance under this Agreement (except for payment obligations) resulting, directly or indirectly, from acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes or any causes beyond its reasonable control; provided that the party failing to perform in any such event will promptly resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable. 13. Captions The captions or headings in this Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions of this Agreement. 14. Governing Law; Merger This Agreement shall be governed by the laws of the State of New York without regard to its choice of law rules. This Agreement constitutes the complete and exclusive statement of the agreement between AMC and You. All previous representations, warranties, and agreements are merged in this Agreement. This Agreement may be modified only in writing signed by both parties. This Agreement prevails over any additional, conflicting, or inconsistent terms and conditions appearing on any purchase order submitted by You.