INTELLECTMAP CORPORATION

END-USER LICENSE AGREEMENT FOR INTELLECTMAP CORPORATION SOFTWARE



The license granted by Intellectmap Corporation to Licensee under this Agreement is for use in connection with the accompanying software.

IMPORTANT READ CAREFULLY: This End-User License Agreement ("EULA") is a legally-binding contract between you (the licensee, either as an individual or a corporate entity) and Intellectmap Corporation (the Licensor, referred to as "Intellectmap") for the software that accompanies this EULA. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS EULA YOU MUST DISCONTINUE USE OF THE SOFTWARE AND COMPLETELY REMOVE ANY COMPONENTS OF IT FROM YOUR COMPUTER SYSTEMS ON WHICH IT WAS INSTALLED AND PROMPTLY RETURN IT AND ALL COPIES TO INTELLECTMAP. An amendment or addendum to this EULA may accompany the Software. BY INSTALLING, COPYING OR USING THIS SOFTWARE YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. This EULA may be subject to the terms and conditions set in a Standard Services Agreement ("SSA") between you and Intellectmap. This EULA may be issued in response to your purchase order or statement of work.

1. DEFINITIONS. For the purposes of this License Agreement, the "Software" refers to the computer software and associated media, printed materials, and "online" or electronic documentation, including any and all executable files, tutorials, help files, utilities, images, graphics, animation, video, audio, text and other files that accompany this product.

2. GRANT OF LICENSE. Subject to your compliance with this EULA, your full payment of the appropriate fees as invoiced, and, if applicable, compliance with the terms and conditions set forth in a SSA, Intellectmap hereby grants you a revocable, limited, personal, non-transferable, non-exclusive license to use the Software for the purposes set forth in the SSA, purchase order, statement of work, or such purposes as set forth by Intellectmap documentation for the Software which is the subject of this License.

3. PREEMPTION. Terms and/or conditions and/or any specifications inserted by you in a purchase order or statement of work in connection with the purchase of this Software license shall under no circumstances preempt the terms of this EULA and/or SSA.

4. INSTALLATION AND USE. Intellectmap software is delivered as a service (SaaS) and therefore server-side software installation is not required or permitted on your computers. If software installation is required for client-side components, and is expressly permitted in the statement of work, purchase order or SSA, you may only install the Software on one (1) personal computer which is either a standalone workstation or a networked workstation that does not permit the Software to be shared with other networked workstations. If this Software is an upgrade, it, and the upgraded Software, constitutes a single copy of the Software for purposes hereof.

5. MODIFICATION. This EULA may be modified by Intellectmap from time to time without notice. Should Intellectmap modify the terms of this EULA, the updated version will be made available to you as soon as practicable.

6. OWNERSHIP. You understand and acknowledge that the Software and all rights, title and interests therein (including without limitation all copyrights, patents, trade secrets and other intellectual property rights contained therein) are the sole property of Intellectmap, its suppliers, and/or licensors and that you receive no rights, title or interests in the Software, except as expressly set forth in this EULA. The Software is licensed, not sold. There is no transfer to you of any title to or ownership of the Software and this license shall not be construed as a sale of any right in the Software. Without limiting the foregoing, you specifically agree that Intellectmap shall exclusively own and hereby unconditionally assign to Intellectmap all rights to any and all modifications, enhancements, translations or adaptations of, or other changes to the Software (Modifications) and any Structures (as defined in the Software or Intellectmap�s documentation or product literature) which are used with the Software and any improvement or development based thereon, whether developed, created or paid for by you or on your behalf, including but not limited to any Modifications or Structures created for you by, or in conjunction with Intellectmap. Notwithsatanding the forgoing, you shall exclusively own all rights to the data (also know as the detailed description) supplied by you which accompany any Structure. Intellectmap shall in no way acquire any rights in or to such data/detailed description supplied by you. All rights not expressly granted to you in this EULA are expressly reserved by Intellectmap. This Software is protected by copyright and other intellectual property laws and treaties.

7. SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated for use on more than one (1) device.

8. SOFTWARE FUNCTIONALITY. The functionality of the Software is described in the statement of work, purchase order or SSA. If no such statement of work, purchase order or SSA is applicable, then in the documentation accompanying the Software.

9. RESTRICTIONS. Except as expressly stated herein, you may not (i) make copies, modify, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code from the Software, which will be provided to you in object code form only; (ii) create derivative works based on the Software; (iii) sublicense, rent, lease, loan, sell, distribute, disclose, publish, assign or otherwise transfer this EULA or the Software, in whole or in part; (iv) grant a security interest in, or (v) alter or remove any of Intellectmap's or Intellectmap's licensors' copyrights or proprietary notices or legends appearing on or in the Software. You agree that Intellectmap may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse Intellectmap for all reasonable expenses related to such audit in addition to any liabilities you may occur as a result of such non-compliance.

10. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, product support services, or Internet-based services components, of the Software that you may obtain from Intellectmap after the date you obtain your initial copy of the Software, unless you accept updated terms or another agreement governs. Intellectmap reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.

11. UPGRADES. To use Software identified as an upgrade, you must first be licensed for the software identified by Intellectmap as eligible for the upgrade. After upgrading, you may no longer use the software that formed the basis for your upgrade eligibility.

12. LIMITED WARRANTIES. Intellectmap warrants that the Software will perform in substantial compliance with written material accompanying the Software or Intellectmap's specifications for the Software in effect at the time of purchase. The remedy for breach of this limited warranty shall be limited solely to replacement media and documentation and shall not include any other damages. INTELLECTMAP, ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, SUPPLIERS, OR ANY OTHER PERSON, FIRM OR CORPORATION SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESULTING FROM ALTERATION OR UNAUTHORIZED USE OF THE SOFTWARE OR FROM THE UNINTENDED AND UNFORESEEN RESULTS YOU OBTAIN RESULTING FROM SUCH USE.
ASIDE FROM THE EXPRESS WARRANTIES CONTAINED HEREIN INTELLECTMAP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND/OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL INTELLECTMAP OR ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, SUPPLIERS, OR ANY OTHER PERSON, FIRM OR CORPORATION BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF BUSINESS, LOSS OF PROFITS, DAMAGE TO REPUTATION), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF INTELLECTMAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL INTELLECTMAP 'S LIABILITY TO YOU OR ANY OTHER PERSON EXCEED THE LESSER OF (I) ) COST FOR REPLACEMENT OF MEDIA AND DOCUMENTATION (II) DIRECT DAMAGES ACTUALLY PROVED, OR (III) SERVICES FEE PAID UNDER THE APPLICABLE STATEMENT OF WORK OR PURCHASE ORDER.

13. THIRD PARTY SOFTWARE. The Software may contain third party software that requires notice and/or additional terms and conditions. BY ACCEPTING THIS EULA, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR DOWNLOAD, INSTALLATION AND USE OF ANY SUCH THIRD PARTY APPLICATION IS NOT GOVERNED BY THIS EULA, BUT MAY BE GOVERNED BY SUCH THIRD PARTY APPLICATION PROVIDER'S TERMS OF USE, LICENSE AGREEMENT, PRIVACY POLICY, OR OTHER SUCH AGREEMENT. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY IN CONNECTION WITH ANY SUCH THIRD PARTY APPLICATIONS OR YOUR USE THEREOF.

14. CONFIDENTIAL INFORMATION. You acknowledge that the Software contains information that is confidential and proprietary to Intellectmap and its licensors. Any information you learn while using, viewing, and reviewing the operation of the Software, and the capabilities of such items, is defined as Confidential Information falling within the terms of this EULA. You agree to hold Intellectmap's Confidential Information in confidence, guard it with at least the same degree of care you employ with your own confidential information, use it only in such manner as is consistent with the terms of this EULA and/or SSA and agree not to disclose it or exploit it for the benefit of any third party. You agree that you will permit only those of your employees who have a need to know to have access to Intellectmap's Confidential Information. You will not permit third parties to have access to the Software except as permitted herein or upon Intellectmap's express written authorization. You further agree that you will not make for your own purposes or allow to be made for third parties, copies of documentation, operation or service manuals, drawings, software, schematics code or the like that Intellectmap may provide you with the Software without Intellectmap's express written permission.

15. U.S. GOVERNMENT-RESTRICTED RIGHTS. The Software and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

16. EXPORT. Regardless of any disclosure made by you to Intellectmap of an ultimate use site of the Software, you may not re-export or transfer, whether directly or indirectly, the Software, Confidential Information or any system containing the same to anyone or any location without first complying with the requirements of this EULA and/or any SSA and obtaining any necessary licenses as may be required by the U.S. Department of Commerce or any other agency or department of the United States Government. You further agree to comply with all Export Control Regulations as may be applicable to the Software.

17. CONSENT TO USE OF DATA. You agree that Intellectmap and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Intellectmap Software. Intellectmap may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

18. TERMINATION. The EULA shall automatically terminate without notice in the event you violate any material term herein, fail to perform any duty required hereunder, fail to pay the license fee as invoiced, or fail to comply with any legal prerequisites, formalities and/or material government regulations. You may terminate the EULA by either destroying the Software, including any and all copies, or returning it, and any and all copies to Intellectmap. Intellectmap shall not be required to refund any part of fees paid hereunder in the event you terminate the EULA. Intellectmap shall not be required to pay you for any media costs associated with the copies of the Software you return to Intellectmap. Licensee must destroy all copies of the Software, including any updates or prior versions, upon termination of this Agreement. All provisions of this Agreement except the License Grant (Paragraph 2) will survive termination and continue in effect.

19. SEVERABILITY. If any provision of the EULA shall be found by a court of competent jurisdiction unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the EULA and shall not affect the validity and enforceability of the remaining provisions of the EULA.

20. CHOICE OF LAW AND VENUE. This EULA shall be interpreted and governed by the laws of the State of Maryland, USA without regard to its conflicts of laws provisions.

21. WAIVER. No term of this EULA shall be considered waived and no breach excused by either party unless made in writing. No consent, waiver or excuse by either party, express or implied, shall constitute a subsequent consent waiver or excuse.

22. ENTIRE AGREEMENT. This EULA (including any SSA, addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and Intellectmap relating to the Software and they supersede all prior and/or other contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Intellectmap policies or support programs conflict with the terms of this EULA, the terms of this EULA shall control.