APPLICATION SERVICE PROVIDER SOFTWARE LICENSE AGREEMENT

            This Application Service Provider Software License Agreement (“Agreement”) is a legal agreement between you (“Licensee”) and Brief-Lynx, Inc., a Delaware corporation (the “Company”). The Company owns and licenses certain proprietary software and related documentation and manuals for use in the preparation and drafting of legal briefs and related trial, arbitration and litigation materials (the “Brief-Lynx® Software” or the “Software”) and makes the Software available on a hosted website to registered Licensees. By using the Software as either an Authorized User or Licensee you agree to be bound by this Agreement. The Company reserves the right to amend, modify or revise this Agreement at any time; such amendments will become effective upon the Company posting the Agreement as revised on the Site and your continued use of the Software after the Company has provided you notice via the email address you provide at the time of registration; provided however that changes to payment terms or rates shall not apply to any prepaid licenses for the duration of such prepaid license.

You agree that you will review this Agreement as maintained in its current form on the Site, from time to time and to maintain a current email address with the Company. If you do not agree with any change to this Agreement you agree to discontinue your use of the Site and any continued use of the Site shall be deemed your acknowledgement and agreement to the terms and conditions of this Agreement, as it may be amended from time to time.  The license granted herein is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein. You will also be asked to read and acknowledge your acceptance of this Agreement (and any amendments hereto) when you register to use the Software for each new Matter by clicking an “Accept” button. A license to use the Software will not be granted to you if you do not accept the terms of this Agreement.

BY CLICKING ON THE “ACCEPT” BUTTON AT THE END OF THIS DOCUMENT, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND THAT YOU, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACTING, AGREE TO BE BOUND BY EACH OF THE TERMS CONTAINED HEREIN.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU SHOULD CLICK THE “DO NOT ACCEPT” BUTTON AND YOU WILL NOT BE REGISTERED AS A LICENSEE OR CHARGED ANY FEE. YOU MUST FURNISH ALL REQUIRED IDENTIFICATION AND OTHER INFORMATION IN the registration process IN ORDER TO BE REGISTERED AS A LICENSEE.

The Effective Date of this Agreement shall be the date on which the Company has received transmission from Licensee of Licensee’s acceptance of this Agreement along with any required information, fees and/or charges.

1.         PREAMBLE.

2.         DEFINITIONS. As used herein the following terms shall have the following meanings.

2.1       Authorized User means any person who, at the time of using the Software, is an employee or independent contractor of Licensee, is authorized by Licensee to use the Software, and whose use of the Software does not violate any provision of this Agreement.

2.2       The Site means the Internet domain(s) registered and maintained by the Company for providing Licensee with access to the Software, currently located at: http://www.brief-lynx.com and derivatives of those domains.

2.3       Intellectual Property Rights means any and all of the property or rights, pending,  tangible or intangible, existing now or in the future under contractual agreement or by the common or statutory law of any domestic or foreign jurisdiction, including without limitation: (a) trademarks, service marks, trade names, trade dress or other similar trade rights; (b) copyrights, moral rights, mask-works and other rights in literary works or other copyrightable material; (c) confidential information; (d) inventions, discoveries formulas and algorithms; (e) computer software (including all source and object codes and manuals); (f) patents (both pending and issued); (g) goodwill and other rights associated with a party’s name, reputation and customer relationships; (h) all mailing, subscription, bulk sales, vendor, supplier, circulation, dealer, advertiser and customer lists, (i) all Web site and Internet domain names; (j) license, distribution and marketing rights; (k) all registrations, pending applications and renewals of the foregoing; and (l) all power to enforce any of the above rights.

2.4       Licensee Work Product means any graphic, electronic, written or other content or work product in any medium created by Licensee through Authorized Users by use of the Software to create electronic hyperlinked briefs and electronic case filings in connection with Licensee’s performance of legal services.

2.5       Software means the Company’s proprietary computer software program known currently as “BRIEF-LYNX®,” including all documentation and user manuals, which is made available to Licensee under and subject to the terms of this Agreement, together with all subsequent updates or revisions.

2.6       Matter means one court, mediation or arbitration filing whether a pleading, motion, brief or other litigation related document prepared for the court and all versions thereof and including all attachments, links and exhibits thereto.

3.         LICENSE TO ACCESS AND USE THE SOFTWARE.

3.1       Subject to the terms and conditions of this Agreement, the Company hereby grants to Licensee a nonexclusive, nonassignable, non transferrable, revocable, limited license to: (a) access, interface with, interact with and use the Software at the Site for the limited purpose of creating Licensee Work Product; (b) use the Software internally in connection with Licensee’s business; and (c) permit its Authorized Users to exercise the rights granted above. Each license shall be valid for the number of Matters paid for by Licensee at the time of registration and may be used by the Authorized Users designated by Licensee.  The license granted herein shall be valid for one year from the date the Company receives payment for the license. Any fees paid for unused Matters at the end of such one year period are not refundable. Licensee may renew its license by paying appropriate renewal fees and accepting the terms of this Agreement, as amended from time to time. All Licensee Work Product will be archived by the Company. Archive copies of Licensee Work Product burned to a media device may be purchased from the Company on a per Matter basis.

3.2       On or prior to the Effective Date, the Company will assign confidential access codes to Licensee for each Authorized User designated by Licensee at the time of registration, which are to be made available only to those Authorized Users, and only to permit Authorized Users to gain access to and use Software as provided in this Agreement.  Licensee will retire an Authorized User’s access code immediately should the Authorized User’s employment or service for the Licensee be terminated or in the event Licensee becomes aware of or has reason to believe the Authorized User has misused the Software, used the Software for any unlawful purpose, violated any term or condition of this Agreement, or violated any rule, law, ordinance or regulation in connection with the use of the Software, and Licensee will notify the Company promptly so that the access code can be deactivated. Licensee shall further notify the Company immediately if any information suggests that an access code has been misappropriated, shared with anyone other than an Authorized User, or other security breaches have occurred so that the access code can be deactivated.  Licensee may request additional access codes to replace compromised access codes or may request new access codes for the addition of new employees; provided however, that the Company shall not be obligated to provide new access codes to Licensee if the Company has reason to believe that the conduct or event giving rise to the deactivation of the prior code has not been sufficiently resolved to prevent future breaches of security or violations of this Agreement.

3.3       Licensee shall: (a) take all necessary precautions to prevent the use of the access codes or the Software for any purpose other than as provided in this Agreement; (b) use Software solely for internal business needs and not for third-party training or servicing, commercial time-sharing, rental or service bureau use; (c) prevent the license granted herein from being used for hacking, spamming, the dissemination, transfer or receipt of pornographic, libelous, threatening or otherwise inappropriate or offensive content, or for the dissemination, transmission or receipt of any worm, time bomb, virus, Trojan horse, or other computer program or malicious code designed to impair or corrupt the operation or use of computers or computer databases; (d) not engage in activity which places spyware, adware, or similar programs or information or any other malware onto the Site or which distributes such malware through the Site to other users or content providers; (e) not disrupt or place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the Site, its computer systems, servers or networks; (f) not provide false information about yourself to the Company, impersonate any other person, or otherwise attempt to mislead others about your identity or the origin of any content, message or other communication; (g) not engage in or permit any copying of Software or any attempt to reverse engineer, decompile or disassemble the Software; (h) promptly report to the Company any problem concerning the operation or content of the Site with sufficient detail as to enable the Company to examine the problem; (i) procure and maintain, at Licensee’s expense, all necessary equipment, cabling and other computer or telecommunications capabilities as required by the Company in order to access and use the Software; (j)  appropriately display all notices and symbols signifying ownership of a copyright, trademark, patent or other Intellectual Property Right where required; (k) not engage in any activity on or through the Site or use the Software for any means that infringes the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others; and (l) and be fully liable for all actions of its Authorized Users with respect to Authorized User’s use of the Software and the Site.

3.4       The Company does not actively monitor Licensee Work Product, but it will investigate and remove Licensee Work Product when it becomes aware of any such Licensee Work Product that the Company deems in its sole and exclusive discretion to be illegal, abusive, lewd, obscene, defamatory, or otherwise inappropriate or harmful. The Company reserves the right to deny Licensee access to the Site and remove Licensee Work Product in the event of any actual or alleged improper use or inappropriate Licensee Work Product.

3.5       The Company may display and publish information regarding the Licensee’s organization’s choice to do business with the Company and use the Software. Licensee hereby covenants that he/she/it has the authority to and does hereby grant the Company the right to use its organization’s trade name and trademarks in such context.

4.         LICENSE FEES.

4.1       Licensee shall pay the fees set forth in the fee schedule published on the Site at the time of registration.  The fees are based on a per Matter rate and are nonrefundable. Licensee may purchase a group of licenses for multiple Matters in one transaction and may receive a discount for certain bulk purchases. The license fees that apply to your purchase shall be those stated in the Company’s fee schedule posted on the Site at the time you purchase the license(s).  Prepaid licenses must be used by Licensee within ____ months from the date of purchase. The Company may modify the fee schedule at any time; provided however that the new fee schedule shall not apply to any unused, prepaid licenses purchased in a bulk transaction. The Company will attempt to notify its current Licensees through email of any amendments or modifications to the fee schedule. Any fees for additional services that are beyond the scope of this Agreement shall be established by the Company prior to rendering such services, and Licensee’s acceptance of such additional services shall constitute acceptance of such additional fees and the terms and conditions of paying them.

4.2       The Company accepts credit card payments for the license fees from ____. Licensee shall contact the Company directly at [insert email address] to discuss alternative methods of payment. The Licensee shall provide the Company a valid credit card or other acceptable method of payment to the Company prior to publishing an event. The Company shall electronically debit Licensee’s account during the term of this Agreement, for fees and charges incurred by Licensee for the purchase of licenses.  Licensee shall provide all necessary account information and authorization to the Company for such purposes and shall update or revise such information as necessary.  Any delinquent amount due to the Company shall bear interest at a rate of 18 per cent (18%) per annum, assessed at 1.5% per month. In the event Licensee’s form of payment is denied, the Company may suspend Licensee’s access to the Site and the license granted herein and temporarily disable Licensee’s access codes until full payment has been made, including all interest, fees and charges incurred by Licensee.

5.         MAINTENANCE, SUPPORT AND TRAINING SERVICES.

5.1       The Company will use its commercially reasonable efforts to: (a) maintain the accessibility of the Site on a continuous basis excepting such time periods as are needed for planned server maintenance, for network downtime not attributable to or under the control of the Company or due to the Company’s exercise of its rights under this Agreement; (b) provide Licensee with all necessary instruction materials for accessing and operating of the Software; (c) address and attempt to resolve problems with the accessibility of the Site in a commercially reasonable time provided that Licensee reports such problems with sufficient detail as to allow the problem to be examined; (d) maintain, in a commercially reasonable manner and in accordance with the Company’s own internal procedures, a security firewall to protect against hacking, viruses, identity theft and other security breaches;  (e) maintain backup up files of the Software and other components used to host the Software, and (f) store copies of all Licensee Work Product for a period of ___ years.

5.2       In connection with the purchase of licenses for the Software, the Company will: (a) provide reasonable documentation regarding the use of the Software furnished or made available to Licensee and also provide online or telephone support as the Company may make available from time to time in its sole discretion; provided however that Licensee may incur additional fees and/or charges for use of online or telephone support at such rates as the Company may impose; (b) provide Licensee with access to any updates or revisions to Software, as and when available, provided that no guarantee is made that any specific updates will be developed or made available during the term of this Agreement; and (c) make commercially reasonable efforts to correct material defects in Software provided that such defects are sufficiently described in writing so as to be reproduced and examined under test conditions at the Company’s facility and are not the result of any use of Software that is not consistent with the provisions of this Agreement or with the user specifications and Software instructions or alternatively and at Company’s sole and exclusive option, the Company may refund any fees paid by Licensee for unused licenses rather than correcting the defects.

6.         OWNERSHIP.

6.1       The Company owns and retains all right, title and interest in and to all Intellectual Property Rights in: (a) the Software and to all modifications of, updates to, patches for, or derivative works of the Software, whether or not created or developed with the knowledge or consent the Company; and (b) the Site, including all content on the Site other than Licensee Work Product; and (c) all inventions and developments arising from the operation or use of the Software other than Licensee Work Product.

6.2       As between The Company and Licensee, and subject to the provisions of this Section 6.2 and Sections 7.3, 8.2 and 9.1, Licensee shall own and retain all Intellectual Property Rights in and to Licensee Work Product.  To the extent that such Licensee Work Product resides on the Company’s computer system or internal memory banks, or on the Site, in connection with Licensee’s use of the Software, Licensee hereby grants to the Company a royalty-free, worldwide, irrevocable, nonexclusive sublicenseable license to use, execute and reproduce such Licensee Work Product to the full extent necessary to make the Software operable and accessible to Licensee and for backup and storage purposes.

7.         CONFIDENTIAL INFORMATION.

7.1       Each party hereby acknowledges that, in the course of performing its obligations under this Agreement, it may be exposed to, or have access, to confidential and proprietary information belonging to or supplied by the other party or relating to the disclosing party’s business including, without limitation, any passwords used in connection with the Site, all Licensee Work Product, the source code and object code to the Software, and other information of any kind or character either known by the receiving party to be confidential, or designated by the disclosing party as confidential either expressly or by the circumstances in which it is disclosed (“Confidential Information”). Confidential Information does not include information and/or data which the recipient can establish (a) has become publicly known through no violation of an obligation of non-disclosure of any person or entity; (b) was obtained by the recipient from a third party through no violation of an obligation of non-disclosure of any person or entity; (c) was independently developed without any use or reference to Confidential Information and through no violation of an obligation of non-disclosure of any person or entity; (d) has been approved for disclosure in writing by the disclosing party; (e) following the Effective Date, was intentionally furnished by the disclosing party to a third party without similar restrictions on disclosure; (f) has been disclosed pursuant to a requirement of law, but only to the extent such disclosure is required; or (g) was in the possession of the recipient prior to the Effective Date, through no violation of an obligation of non-disclosure of any person or entity, as evidenced by written records.

7.2       Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement, or as necessary to continue the operation of the Software and Site or to enforce the terms of this Agreement. Licensee hereby acknowledges that the Company uses the Amazon Elastic Compute Cloud (“Amazon EC2”) to support and host the Site and to store the Licensee Work Product. Licensee further acknowledges and agrees that third parties may be used by the Company to process payments on the Site.

7.3       Licensee and the Company each acknowledge that the Licensee Work Product contains information relating to private individuals and protected under the attorney client and work product privileges.  Subject to the Company’s performance of its obligations in Sections 7.1 and 5.1(d), Licensee shall be solely responsible, and hereby releases the Company from any liability, for any unauthorized disclosure or other misuse of the Licensee Work Product. Licensee shall be solely responsible for maintaining the confidentiality of its passwords and Authorized User access codes.

7.4       Licensee acknowledges and agrees that its business dealings with any third parties, including any payment processors or facilitators, merchants, or other parties, found on, or accessed through this Site and any of their products or services, including payment for and delivery of any related goods or services, are solely between you and such third parties and the Company shall not be liable in any manner in connection with Licensee’s use or interaction with any of the foregoing. By accessing third party services though this Site, you hereby authorize such third party service providers to provide the Company with personal information regarding your use of and your activities with respect to the purchase and use of third party services and/or goods.

8.         WARRANTIES, Disclaimers AND LIMITATION OF LIABILITY.

8.1       The Company warrants that the Software does not infringe on the Intellectual Property Rights of any third party if used in accordance with the terms of this Agreement.

8.2       Licensee warrants that the no Licensee Work Product will, at any time during the Term of this Agreement: (a) infringe on the Intellectual Property Rights, contractual rights, rights of publicity or rights of privacy of any third party; (b) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); or (c) contain material that is defamatory, trade libelous, unlawfully threatening, unlawfully harassing, obscene, child pornographic or indecent.

8.3       Notwithstanding the provisions of Section 8.1, the Company makes no warranty whatsoever that the operation of the Software or the Site will be uninterrupted or error-free, or that Licensee’s use thereof will generate revenues, profits, good will or any other business value.  Without limitation, the Company shall not be liable towards the Licensee for any fault or ensuing damage, whether direct or indirect, arising from or caused by unauthorized use or modification of Software or the Site. Further, unless the parties have otherwise agreed in writing, there will be no credits, reductions, or setoff against the license fees charged for the Software for any downtime or interruption of the Software or the Site. In no event shall the Company be liable for any delays, failures or interruptions in the Software or access to the Site resulting from war, riots, labor difficulties, fire, natural disaster or adverse weather conditions, actions or decrees of governmental bodies, power outages, communications lines failures, interruptions to internet service or disruption of any telecommunication systems or any other event beyond the reasonable control of the Company. Licensee or its Authorized Users shall notify the Company immediately of any Software or Site interruptions. The Company shall further not be responsible for or provide credit for mistakes, omissions, interruptions, delays, errors, or defects in the Software caused by the negligence or willful act of a Licensee, Authorized Users, or Licensee’s employees, agents, or equipment. The Company shall not be liable if changes in operation, procedures, or services require modification or alteration of the Licensee’s equipment or render the same obsolete or otherwise affect its performance.

8.4       Licensee hereby acknowledges and agrees that by providing use and access of the Software to Licensee, the Company is not providing any legal services, is not counseling Licensee or any of Licensee’s clients, does not verify the accuracy of any citation or link contained in the documents created using the Software, is not responsible for the Work Product including the content of the Work Product and does not review the Work Product for completeness or accuracy.

8.5       Except as expressly provided herein, the Company makes no warranties of any kind, express or implied, regarding this Agreement, or the Software, and to the maximum extent permitted by law, specifically disclaims any warranties of merchantability or fitness for a particular purpose or non-infringement. Except for obligations arising under Section 9, in no event shall the Company’s liability relating to this Agreement, the performance of the Software or the use of the Licensee Work Product exceed the total amount actually paid by Licensee hereunder, and in no case shall the Company be liable to Licensee, its employees, Authorized Users, officers, directors, shareholders, subsidiaries, agents, representatives, affiliates or clients for any lost profits or costs of procurement of substitute goods or services, or for any indirect, incidental, special or consequential damages however caused and under any theory of liability and whether or not such party has been advised of the possibility of such damage.

9.         INDEMNIFICATION.

9.1       Licensee will, at Licensee’s expense, indemnify, defend and hold harmless the Company, and each and all of its past, present and future officers, directors, shareholders, employees, representatives and agents, of and from any costs, fees, judgments, damages or other expenses, including reasonable attorney fees, relating to a third party claim: (a) that arises from a breach by Licensee or any Authorized Users of any provision of this Agreement; or (b) that alleges that the Licensee Work Product infringes or violates any Intellectual Property Right or other right of a third party.

9.2       In the event of a claim that the Software violates a third party right, the Company reserves the right, in its sole and exclusive discretion to: (a) obtain through negotiation, the right of Licensee to continue performing under this Agreement to the same extent as if such claim had not been made; and/or (b) modify or replace the offending material or conduct as needed, so as to fully cure any such claim.  The Company shall have no obligation to exercise its rights described in this paragraph 9.2 and shall not exercise such right in the event the claim of infringement arises as a result of (i) unauthorized modifications made to Software or use of Software in combination with other software, devices, technology or content not furnished by the Company or (ii) any other breach by Licensee of the terms of this Agreement.

10.       TERMINATION

10.1     This Agreement and the licenses granted hereunder shall terminate in any of the following circumstances: (a) upon expiration of the licenses; (b) immediately at any time and without notice if the Company , in its sole and exclusive discretion, believes that Licensee has breached the terms of this Agreement; (c) immediately at any time by Licensee giving written notice of termination to the Company so long as Licensee is current on any payments owed to the Company (d) for convenience upon the Company giving 30 days written notice to Licensee; or (e) immediately in the event of the insolvency, bankruptcy, reorganization under bankruptcy, the assignment for the benefit of creditors, liquidation of the company, dissolution or ceases to do business. All moneys owed by Licensee to the Company as of the date of termination shall be due and payable immediately. All prepaid, unused licenses shall be forfeited on the date of termination and Licensee shall not be entitled to a refund.

10.2     In addition to the provisions of Section 10.1, the Company may immediately, without written notice, and in its sole discretion, interrupt the operation or accessibility of the Site or the Software the use of Software, upon the good faith belief that such actions are necessary to avoid internal computer damage, unauthorized entry to a secure computer system, loss or misuse of Licensee Work Product or work product or data of other Licensees, violation of the law, or potential or alleged claims by a third party related to the Licensee Work Product or Licensee’s use of the Software.

11.       Privacy Policy.

11.1     Generally

Other than such information that has been made available to the public by Licensee or its Authorized Users, the Company shall use commercially reasonable means to protect Authorized Users’ personally identifiable information and will not share, sell, or disseminate personal data to others except when the Licensee or Authorized User allows, when compelled by law to do so, when necessary to enforce this Agreement, or to protect the rights, property, or safety of the Company, our users and licensees, or others. Despite reasonable technological measures taken by the Company, technology can be bypassed and the Company cannot guarantee privacy of Licensee’s and Authorized Users’ information. Licensee and Authorized Users agree that if private information that it has submitted to the Company or that has become known to the Company, is lost or stolen, that the Company shall not be responsible for such loss and any damages or liability arising therefrom in any way and Licensee and Authorized Users shall have no recourse against the Company or any employee, director, officer, shareholder, representative or agent for such loss, damage, or liability.

11.2     Confidentiality and Transmission Over the Internet

The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not secure, and is subject to possible loss, interception or alteration while in transit. Accordingly, the Company does not assume any liability for any damage Licensee or Authorized Users may experience or costs Licensee or Authorized Users may incur as a result of any transmissions of private information over the Internet or other publicly accessible networks, such as transmissions involving the exchange of e-mail with the Company (including those which may contain personal information). While the Company will take reasonable efforts to safeguard the privacy of the non-public information Licensee and Authorized Users provide the Company and treat such information in accordance with this privacy clause, in no event will the personally identifiable information Licensee and Authorized Users provide to the Company be deemed confidential, create any fiduciary obligations to Licensee or Authorized Users on the Company’s part, or result in any liability on our part in the event that such information is inadvertently released by us or accessed by third parties without our consent.

11.3      Information Collected and Use of That Information

The Company may collect information (including name, address, telephone number, email address and, when necessary, credit card information and date or birth, or other information) when Licensee and Authorized Users use the Software. The Company may disclose aggregate, anonymous data based on information collected from users to investors and potential partners. In such cases, only statistical information about the Licensee or Authorized Users will be disclosed and personal data will be kept strictly confidential.  In the event the Company is sold, the information collected from users may be transferred to new owners.

In order to provide the Software the Company uses certain information provided by Licensee and Authorized Users that allows the Company to: process and track payments; provide customer support services as requested; contact Licensee and/or Authorized Users about the status of the Software or Site as it may affect Licensee and Authorized Users; send Licensee promotional items; send Licensee email newsletters; identify Licensee’s and Authorized Users’ preferences; customize our communication to Licensee and Authorized Users; and improve customer service.

The Company may employ or utilize other companies and individuals, including various types of network hosts and financial transaction facilitators, to perform functions in connection with the business. The Company may share information with these third parties in order to facilitate Licensee’s transactions as a user of the Software.

12.       GENERAL PROVISIONS

12.1     Notices

Notices sent to either party under this Agreement shall be in writing, directed to the Company’s physical or email address provided below or to the Licensee’s physical or email address provided at registration and shall be deemed to have been received as follows: (a) when delivered, if delivered by email (b) one (1) day after mailing, if sent by overnight courier; and (d) two (2) days after mailing, if sent by first class mail postage prepaid, return receipt requested.

Brief-Lynx, Inc.

Attn: ___________________________________

[insert email address for notices]

12.2 Miscellaneous Provisions

The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof. Under no circumstances shall the failure, negligence or tardiness of a party as regards the exercise of a right or a recourse provided for in this Agreement be considered to be a waiver of such right or recourse.  If all or part of any section, paragraph or provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall be enforceable and the affected provision shall be deemed amended to the extent necessary to render the provision enforceable to the full extent legally permissible in accordance with the intention of the parties.

This Agreement together with the fee schedule and any amendments thereto constitutes the entire understanding between the parties. Declarations, representations, promises or conditions other than those set forth in this Agreement shall not be construed in any way so as to contradict, modify or affect the provisions of this Agreement. This Agreement may be amended or modified by the Company by posting the amended version of this Agreement on the Site and by giving notice by email to the Licensee that this Agreement has been amended. Licensee’s continued use of the Software after the amended Agreement has been made available on the Site shall constitute acceptance of the Agreement as amended. Licensee may not transfer to a third party any of its rights under this Agreement without the prior written consent of the Company.  This Agreement shall bind the Parties hereto as well as their respective successors, heirs and assigns.

This Agreement shall be construed and enforced in accordance with the laws in force in the State of Colorado. Venue for all legal action to enforce or interpret this Agreement shall be exclusively in the state and federal courts located in Denver, Colorado, and Licensee irrevocably submits to the in-personam jurisdiction of such courts with respect to such actions. The substantially prevailing party in any legal action related to this Agreement shall, in addition to any other relief, recover its costs and attorney fees incurred in such action.

Nothing in this Agreement shall prevent the Company from offering licensed services, or making the Software or the Site available to other third parties, including a competitor of Licensee or otherwise engaging in any other lawful activity.

Questions should be directed to [insert email address].