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CERTStation Remedy Alert Webservice

Agreement
* Agreement
MASTER LICENSE AGREEMENT FOR CERTStation, INC. CERTStation Desktop 3.0™ APPLICATION

IMPORTANT THIS MASTER LICENSE AGREEMENT (THIS “AGREEMENT”) GOVERNS THE USE OF THE CERTStation SOFTWARE (THE “SOFTWARE”)


 (THE SOFTWARE IS REFERRED TO HEREIN TOGETHER AS THE “PORTAL”). READ THIS MASTER LICENSE AGREEMENT CAREFULLY PRIOR TO USING THE PORTAL. IN ORDER TO USE THIS PORTAL, YOU MUST INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT, AND THE ACCEPTANCE OF THE CORPORATE OR BUSINESS ENTITY WHICH PURCHASED THE PORTAL (the “Licensee”), TO THESE TERMS AND CONDITIONS BY CLICKING ON THE “Accept” BUTTON ON YOUR SCREEN. BY INDICATING YOUR AGREEMENT, YOU ALSO REPRESENT AND WARRANT THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE OF THE LICENSEE AND THAT YOU HAVE THE RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON ITS BEHALF. By using the Portal, License expressly agrees with CERTStation, Inc., a Connecticut corporation (“CERTStation”), to be bound by all of the terms and conditions of this Agreement. If Licensee does not agree with any of the terms or conditions of this Agreement, Licensee is not authorized to use the Portal for any purpose whatsoever. Please immediately cease use and contact CERTStation immediately at havaldaarmla@hdaar.com. Please print a copy of this Agreement for Licensee’s records.

1. General This Agreement grants Licensee a non-exclusive, non-transferable license (the “License”) to use one copy of the Software solely on and in conjunction with the Portal on which it is installed. This Agreement also authorizes Licensee to use the related written materials and “online” or electronic documentation (“Documentation”) solely in conjunction with Licensee’s authorized use of the Portal. CERTStation and its suppliers retain title to all copyright, trademarks, trade names and other intellectual property rights in the Portal and the Documentation. Licensee is not granted any right, title, or interest in the Portal or Documentation, except the right to use them in accordance with this Agreement. Licensee may not rent or sell the Portal or use thereof to any third party. Any other individual or company, including any of Licensee’s parent, subsidiary, or affiliate entities, shall require a separate license to use the Portal. Licensee may not transfer the Portal or any rights hereunder to any third party without the express written consent of CERTStation.

2. Term The License of the Portal and Documentation is effective upon Licensee’s agreement to the terms and conditions of this License and will continue in effect until terminated (i) by Licensee at any time by notifying CERTStation in writing; or (ii) automatically and immediately upon Licensee’s breach of any material term or condition of this Agreement which is not corrected within ten (10) days following the breach; or (iii) automatically upon Licensee’s failure to make any payment due to CERTStation under any agreement to do so within ten (10) days of receipt of written notice that the amount is past due. In the event of termination, Licensee must not access the Portal and destroy all copies of the Documentation. CERTStation reserves the right to end Licensee's account at CERTStation's sole discretion.

3. CopyrightThe Software and Documentation are owned by CERTStation or its suppliers and are protected by United States and other applicable copyright and other laws. Therefore, Licensee may not copy (except as otherwise expressly permitted by this Agreement or by applicable copyright law) the Software or Documentation. Except as expressly permitted by this Agreement or required under applicable law, Licensee may not modify, adapt, translate, decompile, disassemble, or reverse engineer the Software in any manner; Licensee may not merge or embed the Software into any other computer program or work; Licensee may not create derivative works of the Software or the Documentation.

4. Specific Restrictions.Licensee may not remove or alter CERTStation's or its suppliers' copyright notices and other intellectual property rights notices included in the Portal or Documentation.

5. Government Use.If any Software or Documentation is acquired by or on behalf of a unit or agency of the United States Government, such Software or Documentation is “commercial computer software” or “commercial computer software documentation” and that, absent a written agreement to the contrary, the Government's rights with respect to such Software or Documentation are limited by the terms of this Agreement, pursuant to FAR § 12.212(a) and its successor regulations and/or DFARS § 227.7202-1(a) and its successor regulations, as applicable.

6. Limitation of Warranties.Licensee assumes responsibility for the selection of the Portal to achieve Licensee’s intended results and for the installation and use of, and the results obtained from, the Portal. Neither CERTStation nor any of its suppliers warrants that the functions or features contained in the Portal will meet Licensee’s requirements or that the operation of the Portal will be uninterrupted or error free. EXCEPT AS PROVIDED HEREIN, THE PORTAL IS BEING PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. CERTStation AND ITS UPPLIERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES AS TO NON-INFRINGEMENT RELATED TO THE PORTAL PROVIDED HEREUNDER.

7. Limitation of Liability. (a) IN NO EVENT SHALL CERTStation OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PORTAL, EVEN IF CERTStation OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) IN ANY CASE, CERTStation’s AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY LICENSEE FOR THE PORTAL HEREUNDER. (c) CERTStation SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OF THE PORTAL.

8. Taxes. Licensee agrees to be responsible for and to pay, or to reimburse CERTStation on written request if CERTStation is required to pay or collect, any sales, use, or other tax (excluding any tax that is based on CERTStation's net income), duty, or other charge of any kind or nature that is levied or imposed by any governmental authority on Licensee’s purchase/license of the Portal, the License, or Licensee’s use of the Portal or Documentation.

9. Third Party Application Software.CERTStation may provide Licensee with third party application software which is not covered by this Agreement. In order to license and activate such third party application software, LICENSEE MUST contact CERTStation at sales@certstation.com for pricing and terms and conditions for the use of such third party software.

10. Export Restrictions.THIS AGREEMENT IS SUBJECT TO ALL LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA ON THE EXPORT OF THE PORTAL OR COMPONENTS THEREOF OR OF INFORMATION ABOUT THE CERTStation PRODUCTS. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, LICENSEE SHALL NOT EXPORT OR RE-EXPORT, DIRECTLY OR INDIRECTLY, THE PORTAL, THE SOFTWARE, OR THE DOCUMENTATION OR ANY CERTStation PRODUCT (OR COMPONENT THEREOF) OR PROPRIETARY INFORMATION PERTAINING THERETO TO ANY COUNTRY TO WHICH SUCH EXPORT OR RE-EXPORT IS RESTRICTED OR PROHIBITED, OR AS TO WHICH SUCH GOVERNMENT OR ANY AGENCY THEREOF REQUIRES AN EXPORT LICENSE OR OTHER GOVERNMENTAL APPROVAL AT THE TIME OF EXPORT OR RE-EXPORT WITHOUT FIRST OBTAINING SUCH LICENSE OR APPROVAL.

11. Purchases from Resellers. LICENSEE UNDERSTANDS THAT IF LICENSEE PURCHASED THE CERTStation PORTAL OR SERVICES FROM AN AUTHORIZED RESELLER OF CERTStation, THAT RESELLER IS NOT CERTStation's AGENT AND IS NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS OR WARRANTIES ON CERTStation's BEHALF NOR TO VARY ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. IN ADDITION, LICENSEE ACKNOWLEDGES THAT, UNLESS OTHERWISE AGREED UPON BY THAT RESELLER IN WRITING OR PROHIBITED BY LAW, THE LIMITATIONS OF WARRANTIES AND LIABILITY SET FORTH IN THIS AGREEMENT ALSO APPLY TO AND BENEFIT THAT RESELLER.

12. Indemnification. (a) CERTStation will indemnify and hold harmless Licensee and Licensee’s directors, officers, employees or agents (collectively “Indemnified Parties”), against all third party claims, actions and demands (collectively “Claims”) brought against any Indemnified Party including, without limitation, judgments, settlements and reasonable costs and expenses, including reasonable attorney fees, incurred by an Indemnified Party in connection with a third party claim that the use of the Portal by an Indemnified Party violates any patents, copyrights or other intellectual property rights of a third party. (b) In the event that any such intellectual property in the opinion of CERTStation is likely to or does become the subject of a Claim, CERTStation may, at its sole option and expense, either (i) procure for the Indemnified Party the right to continue using such intellectual property, (ii) modify the intellectual property to make it non infringing, (iii) substitute intellectual property of similar capability, or (iv) refund a pro-rata portion of the purchase price of the Portal based on a five year useful life. (c) The obligations of CERTStation under this Section 12 are conditioned on the Indemnified Party’s giving CERTStation (i) prompt written notice of any Claim for which indemnification issought; (ii) complete control of the defense and settlement of such Claim if requested by CERTStation; and (iii) assistance and cooperation in such defense as CERTStation may reasonably request provided that reasonable out of pocket expenses incurred by the Indemnified Party shall be reimbursed promptly by CERTStation. (d) This indemnity shall survive the termination of this Agreement. (e) Notwithstanding any other provision of the Agreement, the foregoing states the entire liability and obligation of each party with respect to infringement or claims of the infringement of any intellectual property arising under or related to this Agreement.

13. General.This Agreement is the complete and exclusive statement of the agreement between Licensee and CERTStation, and this Agreement supersedes any prior proposal, agreement, or communication, oral or written, pertaining to the subject matter of this Agreement and there are no inducements to enter into this Agreement which are not set forth herein. This Agreement shall be governed by the laws of the State of Connecticut and of the United States of America, excluding (i) its conflicts of law principles, and (ii) the United Nations Convention on Contracts for the International Sale of Goods. All questions concerning the terms and conditions of this Agreement should be directed to CERTStation in writing addressed to havaldaarmla@hdaar.com.

14. Personal Information.CERTStation Inc., reserves the right where applicable to use your information in marketing campaigns. This can include direct marketing efforts to you by our organization in compliance with Can-Spam Act of 2003. CERTStation Inc., will not share your personal information with third parties in compliance with our own Privacy Policy.

15. Dispute Resolution.All disputes arising out of or relating to this Agreement shall be finally settled by arbitration conducted in Hartford, Connecticut, United States under the rules of commercial arbitration of the American Arbitration Association ("Rules"). The parties shall bear equally the cost of the arbitration (exclusive of legal fees and expenses of the parties, all of which each party shall bear separately). All decisions of the arbitrator(s) shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, in the event of breach by a party of its obligations hereunder, the non-breaching party may seek injunctive or other equitable relief in any court of competent jurisdiction. Licensee acknowledges that infringement of intellectual property of CERTStation or unauthorized copying would cause irreparable harm to CERTStation.
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