Terms and Conditions

1. Definitions: 1.1 Affiliate” or “Affiliates” of a Party shall mean any Person that, directly or indirectly (either presently or in the future) through one or more intermediaries, controls, is controlled by, or is under common control with, a Party. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting shares, by contract or otherwise. 1.2 “Confidential Information” shall mean certain proprietary and confidential information, including, in the case of QD Technology, information relating to the Licensed Materials, including, without limitation, all trade secrets, know-how, computer codes, works of authorship, documentation, business methods, inventions (whether patentable or not), contracts, including the terms of this Agreement, customer lists, bids, proposals, and business and marketing plans related thereto, whether in written, electronic, oral, or other form, and all improvements, derivative works, or modifications thereto, regardless of how conceived. 1.3 “Consulting Services” has the meaning ascribed thereto in Section 7.1. 1.4 “Custom Programs” shall mean custom software provided to You, if any, pursuant to any consulting services rendered. 1.5 “Initial Installation Period” has the meaning ascribed thereto in Section 7.3. 1.6 “Intellectual Property Right” and “Intellectual Property Rights” shall mean all (i) copyrights and copyrightable works and neighboring rights (and all translations, adaptations, derivations, and combinations of the foregoing); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans, URLs and internet domain names, together with all goodwill associated with each of the foregoing; (iii) letters patent, patent applications, invention disclosures, and inventions (whether patentable or not patentable and whether or not reduced to practice), including, but not limited to, any continuations, continuations-in-part, or divisionals of any patent applications, or any reissues or reexaminations of any letters patents; (iv)  trade secrets; (v) know-how; and (vi) other intellectual property or industrial property rights throughout the universe and arising or recognized under the laws of any nation or by virtue of any international or bilateral conventions or treaties. 1.7 “License Fees” are set forth in Schedule I hereto. 1.8 “Licensed Documentation” shall mean manuals, release notes, and other documentation relating to the Licensed Software, whether in printed or electronic format, provided by QD Technology to You and as described in Schedule I hereto. 1.9 “Licensed Materials” shall mean the Licensed Documentation and the Licensed Software. 1.10 “Licensed Software” shall mean each computer program (including Custom Programs, if any) in object code form only, data, and all related materials furnished by QD Technology to You and as described in Schedule I hereto. 1.11 “Malicious Code” has the meaning ascribed thereto in Section 10.2(d). 1.12 “Master Copy” has the meaning ascribed thereto in Section 2.2(i). 1.13 “Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, association, corporation, limited liability company, institution, public benefit corporation, or government entity (whether federal, state, county, city, municipal, or otherwise, including, without limitation, any instrumentality, division, agency, body, or department thereof). 1.14 “Service Bureau” shall mean a person or entity using the Licensed Materials for the benefit of Third Parties (as defined herein) where such person or entity receives something of value in return. 1.15 “Site” has the meaning ascribed thereto in Section 2.2. 1.16 “SOW” has the meaning ascribed thereto in Section 7.2. 1.17 “Support Services” has the meaning ascribed thereto in Section 5.1. 1.18 “Term” has the meaning ascribed thereto in Section 14.1. 1.19 "Territory" shall mean the United States and Canada unless otherwise provided in a separate written Agreement executed by the parties. 1.20 “Third Party” and “Third Parties” shall mean one or more Persons other than QD Technology or You. 1.21 “Update” shall mean a revised version of an item of Licensed Software or Licensed Documentation that QD Technology provides from time to time to its maintenance customers at no additional license fee (other than standard support and/or maintenance fees), provided, that such customers have subscribed to receive Support Services (as defined herein) for the relevant time period. (An Update shall not include any upgrade, release, option, module, or future product that QD Technology licenses separately.) 1.22 “Use” shall mean to use, install, operate, compile, run, reproduce, deploy, distribute internally, display internally, perform, make available on servers, provide access to, interoperate with other software, and perform tasks as necessary to utilize any item, creation, object, program, idea, concept, data, information, knowledge or any other tangible or intangible property. “Use” does not include the right to develop, decompile, amend, reverse engineer, or to perform any similar function with respect to the Licensed Software. 1.23 “Warranty Period” has the meaning ascribed thereto in Section 10.2(b). 2. LICENSE GRANT AND USE RESTRICTIONS. 2.1 License Grant. Subject to the restrictions set forth herein, QD Technology grants to You a non-exclusive, non-transferable license within the Territory during the Term of this Agreement so long as the License Fees have been paid by You to QD Technology to (i) Use (aa) the Licensed Software solely for Your internal business purposes, (bb) any hardware key that may be furnished in connection with the Licensed Software, and (cc) any user documentation, and (ii) make copies of the Licensed Documentation for internal Use only, but only to the extent necessary to enable Use of the Licensed Software in accordance with this Agreement. 2.2 Use Restrictions. (a) Only You and your authorized users (including Your Third Party contractors and consultants as limited in Section 2.2(b)) (hereinafter "End Users") may access or Use the Licensed Software or Licensed Documentation. Computer server only-based applications of the Licensed Software ("Server-Only Applications") may be accessed and Used only on Your computers at Your facilities authorized by QD Technology, LLC. ("Authorized Sites" or "Sites") within the Territory. Other applications of the Licensed Software ("Client-Server Applications") may be accessed and Used only on Your computers at Your facilities within the Territory; provided however that the Client-Server Applications may be temporarily accessed on You laptop/notebook computers by Your End Users remote from Your facilities. You may not rent, lease, or Use the Licensed Software in a Service Bureau or application service provider capacity, unless You has entered into a separate written agreement with QD Technology and has paid any and all appropriate fees to QD Technology. (b) Notwithstanding anything to the contrary in this Agreement or any other agreement between the Parties, Your Third Party contractors and/or consultants shall be permitted to Use the Licensed Software: (a) solely for Your benefit; (b) only in accordance with the terms of this Agreement (including the requirement that the Licensed Software remains installed only on Your computers at Your facilities at Authorized Sites within the Territory); and (c) with technical support to such Third Party contractors and/or consultants to be coordinated through You. You shall at all times be responsible and liable for Your Third Party contractors’ and/or consultants’ compliance with the terms of this Agreement. In addition, Your third party contractors and/or consultants agree to be bound by a Non-Disclosure Agreement that is similar in scope to and no less restrictive than the confidentiality provisions in place between You and QD Technology. (c) You may deinstall, move, and reinstall the Licensed Software on Your computers at Your facilities within the Territory, provided that You complies with QD Technology’s licensing authorization codes and licensing procedures. You may not move the Licensed Software outside of the Territory unless all applicable fees have been paid by You to QD Technology. The Licensed Software shall not be accessed simultaneously by more than the number of authorized End Users, including users accessing the Licensed Software via an internet or network connection, for which the applicable license fees have been paid by You to QD Technology. The Licensed Software shall not be accessed by an Internet or network connection user who is located outside of the Territory. You shall Use the Licensed Software only on the number of servers and client computers authorized by QD Technology. You may Use the Licensed Software solely in object code form, and You shall not attempt to “reverse engineer,” decompile, or disassemble the Licensed Software in whole or in part and agrees to use commercially reasonable efforts to prevent others from doing so. You may transfer the Licensed Software temporarily to a new location or server other than those authorized by QD Technology for disaster recovery purposes; provided, however, that You shall give prior written notice to QD Technology of any such transfer. (d) A license for Use of the Licensed Software is for Use only on the designated host platform(s) authorized by QD Technology for which the license has been issued, except as may be stated elsewhere in this Agreement. The Licensed Software may be transferred in its entirety from one designated host platform to a different, then-current designated host platform within the Territory, provided that with any such transfer: (a) You have a current license to Use the Licensed Software; (b) in no event shall the total number of Software licenses in Use exceed the total number of Software licenses for which the license fees have been paid by You to QD Technology; and (c) You shall be responsible for any increase in price in such a transfer of host platforms. (e) QD Technology or QD Technology's authorized reseller may offer the Licensed Software as part of a multi-product bundle which may not be Used simultaneously by different users and may be Used by only one user at a time. For each separate software product which is included as a component of a multi-product bundle, that separate software product shall be subject to all licensing requirements of the multi-product bundle. Additionally, to the extent that Third Party software programs are bundled with the Licensed Software or other QD Technology products, they may not be unbundled from, or Used independently of, a QD Technology product. Some QD Technology products may contain Third Party software for which QD Technology may be required to publish specific copyright notices, trademarks/trade name notices, legends information, or other licensing requirements to which You must agree to comply. You should refer to product release notes and/or other product documentation for such notices or information, which are incorporated by reference herein. By its execution of this Agreement, You agree to comply with such identified Third Party licensing requirements. (f) You shall inform all End Users of the Licensed Software of the terms and conditions of this Agreement. You shall also ensure that each End User shall enter into an End User License Agreement that is substantially in the form as that provided at the end of this Agreement. (g) Title to and ownership of all copies of the Licensed Software shall remain with QD Technology and are protected by Intellectual Property laws and all other applicable laws. You acknowledge that You are acquiring only a license to Use the Licensed Materials and acknowledge that You not acquiring any title to or ownership of the Licensed Materials or any part thereof. All rights not explicitly granted to You herein are reserved to QD Technology. (h) You may Use the Licensed Materials to evaluate and query the internal business data of the You only, and not the data of an Affiliate or other Third Party. You may not Use the Licensed Materials for the benefit of an Affiliate or a Third Party, including, without limitation, by serving as a Service Bureau, application service provider, outsourcer, or other provider of computer or engineering services. (i) QD Technology shall provide You with a single copy (“Master Copy”) of the Licensed Materials. You may make one (1) copy of the Server-Only Applications of the Licensed Software for installation on each server up to the number of servers for which You has been granted a license by QD Technology to Use the Server Only-Applications of the Licensed Software. You may also make one (1) copy of the Client-Server Applications of the Licensed Software for installation on each server and client computer up to the number of server and client computers for which You has been granted authority by QD Technology to Use the Client-Server Applications of the Licensed Software. Otherwise, You may not copy or modify the Licensed Materials, in whole or in part. (j) You shall assume all responsibility for the quality of the copies of the Licensed Materials made hereunder. You shall include QD Technology’s copyright notice(s), agreements, proprietary rights legend(s), and other indicia of ownership on all copies, in the same content and format as those that are contained in the Master Copy. You shall pay all duplication and distribution costs incurred by You in the making of any and all copies of the Licensed Materials. (k) QD Technology shall not be obligated to furnish any improvements, modifications, enhancements, or Updates to any Licensed Materials, except to the extent expressly provided herein. (l) You shall not engage in the development or sale of software that is competitive with, or offer materially similar products to, the Licensed Software. 3. SUBSCRIPTION-BASED LICENSE. Use is authorized only by identified End Users via a common licensed server(s) and the total number of simultaneous End Users does not exceed the total number of authorized licenses purchased. Notwithstanding anything to the contrary in this Agreement or any other agreement between the Parties, a subscription license: (a) is not assignable except upon written approval by QD Technology; and (b) has an expiration date on its authorization code corresponding to the termination date of the license purchased, and the Licensed Software shall be disabled upon the expiration of the license term. 4. AUTHORIZATION CODES. The Licensed Software requires periodic authorization codes based on the serial number or host ID of the computer on which the Licensed Software is installed and the number of authorized simultaneous users. These codes require QD Technology to enable such Licensed Software for Use on a particular computer. The Licensed Software may contain such codes and may be disabled if installed on a computer with a different serial number or if Used by more than the number of simultaneous End Users authorized by QD Technology. 5. SUPPORT SERVICES. Provided You elect to obtain maintenance and support services ("QD Support Services") from QD Technology and agrees to pay the QD Support Services Fees, QD Technology agrees to provide You with the QD Support Services you selected for the period agreed upon between You and QD Technology. 6. LICENSE AND SUPPORT SERVICES FEES. You shall pay QD Technology the License Fees for the Licensed Materials and the QD Support Services Fees as set forth in Schedule I hereto. Any License Fees or Support Services Fees more than fifteen (15) days past due shall accrue interest at the lesser of: (i) 1½ percent per month or (ii) the highest amount permitted by law. . 7. QD TECHNOLOGY INDEMNIFICATION. 7.1 Indemnification. Subject to Section 12 hereof, QD Technology will indemnify and hold You harmless from and against all actual liabilities, damages, and losses incurred by You (including all reasonable costs, expenses, and attorney’s fees), to the extent such liabilities, damages, and losses arise out of any legal action based on any claim by a Third Party that the Licensed Software or Licensed Documentation, as delivered by QD Technology to You, infringes or otherwise violates a copyright, patent, trademark, trade secret or other intellectual property or proprietary right of a Third Party. QD Technology’s obligations hereunder are subject to the following conditions: (i) You must notify QD Technology in writing promptly after You becomes aware of a claim; (ii) You must grant QD Technology the sole control of the settlement, compromise, negotiation, and/or defense of any such action; and (iii) You must provide QD Technology with all information related to the action that is reasonably requested by QD Technology and reasonably available to You. The foregoing indemnity shall not apply to any infringement claim that arises from: (x) Licensed Software that has been modified pursuant to Your specifications or by anyone other than QD Technology; (y) the Use of other than a current, unaltered version of the Licensed Software as provided to You; and/or (z) Your Use of Licensed Software with other software or hardware, where such Use with such other software or hardware gives rise to the infringement claim. You agree to cooperate in good faith in the defense of any legal action or suit that causes You to invoke an indemnity under this Section 8.1. You shall promptly notify QD Technology of any claim or potential claims of infringement relating to the Licensed Software. QD Technology shall not be liable hereunder for any settlement made by You without QD Technology’s prior written approval or for any award from any action in which QD Technology was not granted control of the defense. 7.2 Infringement of Third Party Intellectual Property Rights. In the event any Licensed Software becomes, or in QD Technology’s opinion is likely to become, the subject of a claim of infringement or other violation of intellectual property rights, QD Technology shall have the right, at QD Technology’s sole option and expense: (i) to obtain the right for You to continue Using the Licensed Software; (ii) to replace or modify the Licensed Software with non-infringing Licensed Software of substantially equivalent function and performance; or (iii) to terminate the applicable license(s) and remove the Licensed Software. Infringement of a Third Party’s rights of the Licensed Software shall not be considered a breach of this Agreement by QD Technology if QD Technology takes remedial action pursuant to subsection (i) and/or (ii) hereof. If QD Technology terminates the applicable license(s), removes the Licensed Software, and does not replace the Licensed Software or modify the Licensed Software to be non-infringing, then QD Technology shall refund to You a pro-rata portion of the License Fees paid for such license(s) based on straight-line depreciation over a twenty-four (24)-month period following the execution hereof. 7.3 THE PROVISIONS OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF QD TECHNOLOGY, AND THE SOLE, EXCLUSIVE, AND ENTIRE REMEDY AVAILABLE TO YOU, WITH RESPECT TO ANY CLAIM OF INFRINGEMENT INVOLVING ANY LICENSED SOFTWARE OR LICENSED DOCUMENTATION, AND QD TECHNOLOGY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. 8. Confidentiality. 8.1 The obligations provided for in this Agreement shall apply to each item of Confidential Information until Licensee can demonstrate that such item of Confidential Information: (a) was a part of the public domain as of the date of this Agreement; (b) has entered the public domain without a breach of confidentiality owed to Licensor by Licensee; (c) has been known by Licensee prior to entering into this Agreement, as evidenced by an existing document currently in possession of Licensee; or is required by law or regulation to be disclosed (in which case Licensee shall provide Licensor prompt prior notice of such disclosure and a reasonable opportunity to seek a protective order or to take other action maintaining confidentiality, with which Licensee shall reasonably cooperate); to the extent limited disclosure is required by law, Licensee shall not disclose any more Confidential Information than is reasonably necessary under the circumstances and Licensee’s obligations shall continue, but for such required disclosure. 8.2 At anytime during the term of this Agreement, Licensee shall, within seven (7) days following receipt of a written request from Licensor, return to Licensor, or at Licensor’s option, destroy all documents and other materials in its possession, custody, or control which contain any of Licensor’s Confidential Information, and certify to Licensor that it has destroyed the Confidential Information. In any event, Licensee shall, within seven (7) days of the expiration or termination of this Agreement, return to Licensor, or at Licensor’s option, destroy all documents and other materials in its possession, custody, or control which contain any of Licensor’s Confidential Information, and certify to Licensor that it has destroyed the Confidential Information. 8.3 Licensor provides the Confidential Information on an “as is” basis and makes no representation or warranty, express or implied, with respect to the Confidential Information. Licensor shall not be liable to Licensee or another person with respect to the Confidential Information or its use. 8.4Licensee agrees that without Licensor’s prior written consent, it will not: (a) disclose Confidential Information to any third party or to any employee, other than those employees of Licensee: (i) that are directly involved in advising Licensee in determining whether to enter into the Transaction; (ii) have a need to know; and (iii) who agree to be bound by a confidentiality agreement commensurate in scope to this Agreement; (b) use the Confidential Information for any reason other than for evaluating Licensee’s interest in entering into the Transaction; and reproduce, copy, or otherwise record, or decompile, disassemble or reverse engineer, or modify any Confidential Information. 8.5Licensee further agrees to take the same degree of care to maintain the confidentiality of the Confidential Information as Licensee takes with its own confidential information, but no less than commercially reasonable efforts to maintain the continued confidentiality of the Confidential Information and, upon receiving a request therefore from Licensor, to promptly return to Licensor all Confidential Information. 8.6 Licensee acknowledges that, unless otherwise agreed in writing, any commercial exploitation, use, or dissemination of the Confidential Information is strictly prohibited. No license rights, or any other rights to the Confidential Information, either express or implied, are granted by this Section. Notwithstanding anything to the contrary, Licensor shall own all rights, titles, and interests, including all intellectual property rights, to all improvements and modifications to its Confidential Information and shall be free to exploit the same, regardless of how conceived. 8.7 Licensee shall be responsible for any breach of this Section by its employees and representatives (including its employees and representatives who become former employees or representatives) and, in the instances where breach of this Section results in public disclosure by a third party who has received Confidential Information that has been disclosed by Licensor to Licensee, Licensee agrees to indemnify and hold harmless Licensor from and against any and all liabilities, damages, and losses (including reasonable costs, expenses, and attorney’s fees) arising from any claim by such third party concerning public disclosure of the Confidential Information. 9. YOUR INDEMNIFICATION. You will indemnify and hold QD Technology harmless from any and all actual liabilities, damages, and losses incurred by QD Technology (including all reasonable costs, expenses, and attorney’s fees), to the extent they arise out of any legal action based on any claim by a Third Party that QD Technology, due to Your Use of the Licensed Software, is liable for either direct or contributory infringement of a copyright, patent, trade secret, or other intellectual property or proprietary right of a Third Party, including, but not limited to, those situations identified in Section 8.1 (x) – (z) above; provided, however, that this indemnity will not apply to any claim for which You is entitled to indemnification under Section 8.1, above. In addition, You shall indemnify and hold QD Technology harmless from any and all actual liabilities, damages, and losses incurred by QD Technology (including all reasonable costs, expenses, and attorney’s fees), to the extent they arise out of any claim by a Third Party that QD Technology, due to Your Use of the Licensed Software, is liable to a Third Party for breach of any rights of privacy or violation of any law, rule, regulation or order related thereto. Your obligations hereunder are subject to the following conditions: (i) QD Technology must notify You in writing promptly after QD Technology becomes aware of a claim (provided that the failure to give such notice shall not relieve You from its indemnification obligations, except to the extent that You is actually prejudiced thereby); and (ii) in the event such action or claim is based solely on Your data, QD Technology must grant You the sole control of the settlement, compromise, negotiation, and/or defense of any such action. You shall not be liable hereunder for any settlement made by QD Technology without Your advance written approval or for any award from any action in which You was not granted control of the defense. The Parties agree to cooperate in good faith in the defense of any legal action or suit that causes QD Technology to invoke an indemnity under this Section 9. 10. REPRESENTATIONS AND WARRANTIES. 10.1 Mutual Representations and Warranties. Each of the Parties represents and warrants to the other, as an essential part of the Agreement, that: (a) it (if not an individual) is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation; (b) it has full power and authority to execute and deliver this Agreement and perform its obligations hereunder and to grant the rights granted and intended to be granted hereunder; (c) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or similar laws related to or limiting creditors’ rights generally or general principles of equity); and (d) the execution and delivery of this Agreement and all other instruments and documents required to be executed pursuant hereto, and the consummation of the transactions contemplated hereby, do not and shall not (if an entity) (i) conflict with or result in a breach of any provision of its organizational documents; (ii) result in a breach of any agreement to which it is a party; and (iii) violate any law. 10.2 QD Technology’s Limited Representations and Warranties. QD Technology represents and warrants to You, as an essential part of the Agreement, that: (a) QD Technology has the right and authority to grant the rights and licenses herein. (b) For the first ninety (90) days following delivery of the Licensed Software to the You (“Warranty Period”), the Licensed Software as delivered will perform substantially in conformance with the applicable Licensed Documentation. Notwithstanding any other provision of this Agreement, QD Technology and You acknowledge that Your Use of the Licensed Software or other deliverables provided hereunder may not be uninterrupted or error-free. (c) QD Technology has no actual knowledge that the Licensed Software infringes or otherwise violates any patent, copyright, trademark, trade secret, or other proprietary rights of a Third Party. (d) To the best of QD Technology’s knowledge, the Licensed Software as delivered by QD Technology does not contain viruses, worms, trojan horses, or other unintended malicious or destructive codes (“Malicious Code”). If a Malicious Code is discovered in the Licensed Software as delivered by QD Technology, QD Technology shall provide You with a clean copy that does not contain such Malicious Code within thirty (30) days following Your written notice to QD Technology of the presence of such Malicious Code in the Licensed Software as delivered by QD Technology. (e) To the best of QD Technology’s knowledge, the media containing the Licensed Software as delivered to You is free from any defects. Your sole remedy for breach of this media warranty shall be limited to correction or replacement of such defective media by QD Technology. 10.3 Your Responsibilities with Respect to QD Technology’s Limited Representations and Warranties. You are required to notify QD Technology in writing of any alleged breach of the representations and warranties described above and provide QD Technology with written documentation establishing the breach. 10.4 Your sole and exclusive remedy shall be for QD Technology to modify or correct the Licensed Software, or, if QD Technology is unable to provide a reasonable work-around for the error, QD Technology will accept the return of the defective Licensed Software and Licensed Documentation in Your possession, and QD Technology will refund the license fees paid by You for such Licensed Materials. This limited warranty shall not apply to any Licensed Software that has been modified by You or by any party other than QD Technology, or that has been improperly installed or used in any manner other than as authorized under this Agreement. The Licensed Software and Licensed Documentation are warranted only to You, and You shall not extend or assign any warranties for or on behalf of QD Technology to any Third Party. 11. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, QD TECHNOLOGY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, DESIGN, OPERATION, FITNESS FOR A PARTICULAR PURPOSE, NEED OF THE LICENSED SOFTWARE, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS. 12. LIMITATION OF LIABILITY. 12.1 YOUR EXCLUSIVE REMEDY AND QD TECHNOLOGY’S ENTIRE LIABILITY IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT IS LIMITED TO THE PAYMENT BY QD TECHNOLOGY OF ACTUAL DAMAGES, WHICH, IN THE CASE OF ANY CLAIMS RELATED TO THE LICENSED MATERIALS AND/OR THE SUPPORT SERVICES UNDER THIS AGREEMENT, SHALL NOT EXCEED THE LICENSE FEE ACTUALLY PAID BY YOU TO QD TECHNOLOGY HEREUNDER FOR THE CURRENT TERM. 12.2 IN NO EVENT SHALL QD TECHNOLOGY BE LIABLE, WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR: (I) ANY LOST PROFITS; (II) ANY LOSS OR REPLACEMENT OF DATA FILES THAT ARE LOST OR DAMAGED FROM USE OF THE LICENSED SOFTWARE OR BY THE MATERIALS OR SERVICES PROVIDED HEREUNDER; (III) ANY INCIDENTAL, INDIRECT, CONSEQUEN­TIAL, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE DELIVERY, USE, SUPPORT, EVALUATION, OPERATION, OR FAILURE OF THE LICENSED SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, EVEN IF QD TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (IV) ANY CLAIM BROUGHT AGAINST YOU BY A THIRD PARTY. 12.3 QD Technology shall not be liable for any unauthorized access to Your data. You acknowledge that establishing authentication of End Users, whether by password, certificate, or otherwise, is the sole responsibility of You. 12.4 QD Technology shall not be liable for failure of any of the Licensed Software or any of Your hardware on which Licensed Software resides arising from Your inadequate load management and/or having too few servers providing access to Your data. 12.5 You acknowledge that QD Technology has no liability for, and You alone have the responsibility for, ensuring proper interaction and interoperability between Licensed Software and Your other applications, systems, and software, including, for example, Your databases and authentications. 12.6 You acknowledges that its failure to request Support Services and/or Consulting Services, or to implement Updates provided by QD Technology as promptly as possible, may render the applicable Licensed Software non-operable or non-conforming and You assumes all risks and liability arising from its failure to request Support Services and/or Consulting Services. 12.7 QD Technology shall have no obligation under this Agreement to provide Support Services and/or Consulting Services because of Your, or a third party’s, accident, neglect, or misuse; failure of electric power, air conditioning, humidity control or transportation; or other causes other than ordinary Use of the Licensed Software in accordance with the terms of this Agreement. 12.8 Unless otherwise provided by law, QD Technology shall not be liable under any circumstances for personal injury or physical property damage. 13. INTELLECTUAL PROPERTY; CONFIDENTIALITY. 13.1 You acknowledge that all right, title and interest, in the Licensed Materials, including all Intellectual Property Rights therein, are the sole and exclusive property of QD Technology and/or its Licensors. You agree neither to do nor to permit any act which may in any way jeopardize or be detrimental to the validity of QD Technology and/or its QD Technology’s Intellectual Property. Except for the limited licenses expressly granted herein, nothing in this Agreement shall be construed to convey any right, title or ownership rights to the Licensed Materials, the Confidential Information or other QD Technology Intellectual Property Rights to You. You will not (and will not allow any third party to): (i) reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Licensed Software, (ii) modify, translate or otherwise create “derivative works” (as defined at 17 U.S.C. Section 101) of the Licensed Software, (iii) incorporate or embed the Licensed Software, in whole or in part, into another product or other computer software code, (iv) except as expressly permitted by this Agreement, reproduce or otherwise manufacture the Licensed Software, (v) provide, lease, lend or use the Licensed Software for timesharing or Service Bureau purposes, or (vi) allow the removal, alteration, covering or obscuring of any copyright or trademark notice or any other notice, restrictive legend or mark that appears on the Licensed Materials, or any copies or components thereof, in any media. 13.2 Confidentiality. During the Term of this Agreement and following the expiration or termination of this Agreement, You shall take all reasonable steps which are necessary or reasonable to safeguard the secrecy and confidentiality of, and proprietary rights to, QD Technology Confidential Information, and shall not disclose such Confidential Information to any third party (other than to an employee, agent, director, officer, consultant, or contractor on a “need to know” basis under suitable agreements of confidentiality with such parties) or use the same for purposes other than those set forth herein. You shall make no use whatsoever, directly or indirectly, of any such Confidential Information, except as required in connection with the performance of its obligations under this Agreement and in accordance with its terms. In carrying out the above-described obligations to protect QD Technology's Confidential Information, You agree that it will protect such Confidential Information of QD Technology and/or its Licensors, with at least the same degree of care as is accorded to Your own Confidential Information of like nature, or with reasonable care, whichever standard is higher. Notwithstanding the foregoing, You may disclose such Confidential Information upon the order of any competent court, law enforcement agency, or state or federal regulatory authority; provided however, that prior to disclosure, and to the extent not prohibited by applicable law or court order, You shall inform QD Technology of such order to disclose Confidential Information as soon as practicable. The confidentiality obligations arising under this Section shall remain in effect despite termination of this Agreement for any reason, and shall remain in effect until such time as the Confidential Information becomes part of the public domain through no fault of the You. Upon the expiration or other termination of this Agreement, You shall immediately deliver to QD Technology all materials (including all copies) in its possession that contain Confidential Information of that Party. 14. TERMINATION. 14.1 Termination for Cause. (a) Either Party may terminate this Agreement upon thirty (30) days’ written notice if the other Party breaches or defaults on its material obligations hereunder and such Party fails to cure such breach or default within thirty (30) days of such notice. With regard to breaches resulting from the unauthorized disclosure, transfer, or Use of QD Technology Confidential Information, including without limitation the Licensed Materials, QD Technology may, at its option, immediately terminate this Agreement upon written notice to You. (b) This Agreement, or any portion thereof, may be terminated immediately by QD Technology: (i) if You Uses, transfers, or discloses, or attempts to Use, transfer, or disclose, any of the Licensed Materials or other Confidential Information, or any copy or modification thereof, in violation of this Agreement; (ii) in the event You develops, sells, resells, or otherwise offers software in competition with the Licensed Software; (iii) if You becomes insolvent or ceases business operations unless You immediately provides QD Technology adequate assurance of future performance of this Agreement; if You commences bankruptcy proceedings, in which case the QD Technology may suspend further performance without breach of this Agreement until You assumes the Agreement and provides adequate assurance of performance or rejects this Agreement under the Bankruptcy Code, with the Parties agreeing that this is an executory contract; if a petition for involuntary bankruptcy or reorganization is filed against You and such petition is not resolved favorably to You within 60 days; or if You (if an entity) are liquidated or dissolved; and/or (iv) upon a change in control. 14.2 Termination of Services. QD Technology may terminate those portions of this Agreement relating to the provision of Support Services, and/or Consulting Services upon thirty (30) calendar days written notice, if QD Technology is no longer in the business of providing such services. 14.3 Effect of Termination. (a) Upon termination of any license(s) granted herein, Your right to Use and possess all such Licensed Materials and other QD Technology Confidential Information shall immediately cease. You shall immediately stop using all such Licensed Materials and Confidential Information and/or return all copies of such Licensed Materials and Confidential Information to QD Technology, and shall delete all installed copies of such Licensed Software from any and all magnetic or other electronic storage media possessed by You. You shall provide QD Technology with written certification, signed by a duly authorized officer of You, that all such materials have been returned and/or destroyed and that no copies have been retained by You for any purpose whatsoever. (b) If this Agreement is terminated by either Party or expires, You shall promptly pay to QD Technology any unpaid balance or other charges due hereunder. Upon the termination of this Agreement (other than the termination by QD Technology pursuant to Section 14.3 above or by virtue of QD Technology terminating this Agreement for cause), You shall be entitled to a refund of the pro rata portion of any prepaid service fees for any period after the date of termination. (c) Termination of this Agreement, or any license granted hereunder, shall not limit either Party from pursuing other remedies available to it, including, but not limited to, injunctive relief. 15. TAXES. All withholding, sales, use, value added, excise, services, or other United States or foreign taxes that are assessed on the Licensed Materials, Support Services, Consulting Services, or License Fees will be paid by You to QD Technology either directly, by reimbursement, or by indemnifying QD Technology for such taxes, as well as any applicable interest, penalties, and other QD Technology fees and expenses. You agree to hold QD Technology harmless from all claims and liability from Your failure to pay such taxes or provide prompt notice to QD Technology of such taxes. 16. U.S. GOVERNMENT RIGHTS. Any Licensed Materials provided to the U.S. Government pursuant to this Agreement are provided and licensed as commercial software, subject to the terms herein. All Licensed Materials provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, are provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFARS, 48 CFR 252.227-7013 (OCT 1988), as applicable. 17. GENERAL. 17.1 Headings. The headings in this Agreement are provided for reference only and shall not be used as a guide to interpretation. 17.2 Authority of Parties. Neither Party shall have any authority, either express or implied, to assume or create any obligation on behalf of the other Party. Nothing contained in this Agreement shall be construed as to confer any rights or benefits to any Third Party, and nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or to give any person or entity, other than QD Technology or You, any rights or remedies under this Agreement. 17.3 Entire Agreement; Amendments; Counterparts. This Agreement, and all Schedules hereto, represents the complete agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements, proposals, understandings, and/or representations, whether written, oral, electronic, or otherwise, between the Parties relating to the subject matter hereof, and, together with any NDA and any SOW, is intended by the Parties to be the complete and exclusive statement of the terms of their agreement. If there is any inconsistency between this Agreement and a SOW or an NDA, this Agreement governs. If there is any inconsistency between this Agreement and a SOW, this Agreement governs. Any proposed variations from or additions to this Agreement contained in any writing or other communication submitted by You to QD Technology, including any purchase order, shall be null and void unless specifically agreed to in writing by an authorized representative of QD Technology. This Agreement may not be altered or amended, except by a document in writing signed by authorized representatives of both Parties. This Agreement may be executed in counterparts, each of which will be deemed to be an original, and all of which together will be deemed to be one and the same instrument. 17.4 Force Majeure. QD Technology shall not be liable for any delay or failure to take any action required hereunder due to an event of force majeure, which for purposes hereof, shall include, but not be limited to, without limitation, an act of God, flood, fire, earthquake, war, riot, insurrection, terrorism, strike, an act of any governmental entity, or any other act or omission beyond the reasonable control of QD Technology. 17.5 Independent Contractors. In making and performing this Agreement, the Parties act and shall act at all times as independent contractors, and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, or employee/employer relationship between QD Technology and You or between any Party hereto and any officer or employee of the other Party. Each Party shall be responsible for the acts, negligence, and omissions of its employees, agents, servants, and subcontractors. Each Party accepts full and exclusive liability with respect to its own employees for the payment of any and all contributions and taxes imposed by local, state, or federal law, including, but not limited to, taxes or contributions for social security, unemployment insurance, worker’s compensation, old age retirement benefits, pensions, and annuities, and agrees to provide indemnity for any such payment made by the other Party. Except as otherwise expressly agreed herein, each Party shall bear its own costs and expenses incurred in connection with its performance of this Agreement. Nothing contained in this Agreement shall be construed as to create a joint venture between QD Technology and You. Neither Party shall have the authority to bind, commit, or otherwise obligate the other Party in any manner whatsoever. 17.6 Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be submitted to arbitration by either Party hereto in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having proper jurisdiction. The Parties to any such arbitration shall share equally the cost of the arbitrators, but shall each bear its own legal, accounting, and similar fees and expenses; provided, however, that the arbitrators may require the Party or Parties, if any, not prevailing in such arbitration to pay all costs of the arbitrators and to reimburse the prevailing Party or Parties, if any, for their legal, accounting, and other similar fees and expenses in connection with the arbitration. Such arbitration and determination shall be final and binding on the Parties. Under no circumstances shall any arbitration required by this Agreement be subject to consolidation for any purpose with any other arbitration involving QD Technology and Persons other than You. Such arbitration shall be held within the Borough of Manhattan, New York, New York. This Section 17.7 is without prejudice to each Party’s right to seek interim relief against the other Party (such as a preliminary injunction), or to QD Technology’s right, at its sole discretion, to bring any action or proceeding relating to an actual or potential violation of its Intellectual Property Rights, in any court of competent jurisdiction in the Borough of Manhattan, New York, New York to protect its rights and interests, or to enforce the obligations of the other Party. The Parties consent to personal jurisdiction of and venue in the state and federal courts within that Borough and hereby irrevocably waive any objections to such jurisdiction, including, but not limited to, the laying of venue or based on the grounds of forum non conveniens, which they may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each of the Parties hereto hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the means set out for the giving of notice pursuant to Section 17.12 of this Agreement. 17.7 Publicity. QD Technology may make use of Your name or logo on its web page, press releases, marketing documents, and other materials identifying You as a customer of QD Technology. QD Technology may refer potential new customers to You as a reference for the Licensed Software and QD Technology, and subject to Your prior approval, You agrees to respond reasonably to all such reference contacts. 17.8 Severability. If any provision in this Agreement, or any part thereof, is held by a court of competent jurisdiction to be unenforceable because of the duration or scope of such provision, the activity limited by or the subject of such provision, and/or the area covered thereby, You shall stipulate and consent to the court’s construing such restriction so as to thereafter be limited or reduced to be enforceable to the greatest extent permissible by applicable law. The invalidity or unenforceability of any provision, or part thereof, of this Agreement shall not affect the validity or enforceability of any other provision herein contained, and this Agreement shall be construed as if such invalid or unenforceable provision, or part thereof, was omitted. 17.9 Export Controls. The Licensed Materials are subject to all applicable export laws and implementing regulations, and You hereby agrees that neither the Licensed Materials, associated technical data nor the direct product thereof is intended to be shipped, either directly or indirectly, to any embargoed countries nor used for or in support of any prohibited activities. Regardless of any disclosure by You to QD Technology of the ultimate destination of any Licensed Materials, You will not directly or indirectly export any of the Licensed Materials without first obtaining the appropriate United States export license and shall not export the Licensed Materials in violation of any applicable law or regulation. You shall indemnify and hold harmless QD Technology from all claims, damages, and other liability (including reasonable attorneys’ fees) arising out of any breach of this provision. or at such other address or fax number as a Party may notify in writing to the other Party under this clause. 17.10 Survival. Sections 8, 9, 10, 11, 12, 13, 14.5, 15 and 17 of this Agreement shall survive any termination or expiration of this Agreement. 17.11 Assignment. You shall not assign, delegate, or otherwise transfer this Agreement without the prior written consent of QD Technology. QD Technology may freely assign, delegate, or otherwise transfer this Agreement without the prior written consent of You. Subject to the provisions hereof, this Agreement shall inure to the benefit of and be binding on the Parties and their successors and assigns. 17.12 Waiver. No single or partial exercise, failure, or delay in exercising any right, power, or remedy by any Party shall constitute a waiver by that Party nor shall it impair or preclude any further exercise of that or any right, power, or remedy arising under this Agreement or otherwise. 17.13 Certification. Upon ten (10) calendar days written request by QD Technology, You shall provide certification (the form and substance of which to be approved by QD Technology) by a duly authorized officer of Your full compliance with all of the terms of this Agreement. 17.14 Legal Costs. In the event any action, including arbitration, is brought to enforce any provision of this Agreement, including any Schedule hereto, or to declare a breach of this Agreement, the prevailing Party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including reasonable attorney’s fees, incurred thereby. 17.15 Notices. All notices, requests, claims, demands, and other communications required or permitted to be given to either Party under this Agreement shall be in writing and shall be deemed to be delivered to the other Party upon mailing if sent by certified or registered mail to the address set forth below, delivered to the other Party by overnight courier, or sent by facsimile to the number provided below. If to Licensor: Attention: QD Technology Facsimile No.: (973) 473-2032 Address: 29 Cresthill Ave Clifton, New Jersey, 07012  Form End User Agreement USER AGREEMENT THIS AGREEMENT DESCRIBES THE TERMS BY WHICH QD TECHNOLOGY LLC (“COMPANY”) OFFERS YOU ACCESS TO THIS COMPANY SOFTWARE, INCLUDING SOFTWARE AND ALL RELATED COMPONENTS AND ALL ASSOCIATED MEDIA, PRINTED MATERIALS AND ELECTRONIC DOCUMENTATION (COLLECTIVELY, “SOFTWARE”). IN CONSIDERATION FOR COMPANY GRANTING YOU ACCESS TO THE SOFTWARE, AND BY YOUR CLICKING THE “I ACCEPT” BUTTON, YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE THAT THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SOFTWARE. TERMS AND CONDITIONS 1. You understand and acknowledge that your right to use the Software is pursuant and subject to the terms and conditions of a Product Testing Agreement or a Software License Agreement which has been entered into between Company and your employer or other entity providing you access to the Software (whichever is in effect, the “Master Agreement”). The terms of this Agreement are in addition to the terms and conditions of the Master Agreement. If there is no Master Agreement in effect, you may not use the Software. 2. Subject to the terms and conditions of this Agreement and the Master Agreement, you understand and acknowledge that Company has granted to your employer, or other entity providing you access, the limited, non-transferable, non-exclusive right to use the Software for internal business purposes only. You understand and acknowledge that your right to use the Software is limited to your capacity as an employee or agent and is not provided to you personally. 3. You understand and acknowledge that the Software is Company’s confidential information and that you may not: (i) distribute the Software, (ii) copy, modify, merge, or compile all or any portion of the Software, including any source or object code, (iii) decompile, disassemble, or reverse engineer the Software, or (iv) disclose any of the Software to any person or entity not authorized by Company. 4. You understand and acknowledge that all title and rights, including intellectual property rights, in and to the Software are owned by Company. The Software is protected by U.S. and foreign copyright laws. You may not copy the Software or remove the copyright notice from the Software. 5. This Agreement shall remain in effect until: (i) the expiration or termination of the Master Agreement or (ii) the termination of your employment with your employer or other entity providing you access. 6. This Agreement is governed by the laws of the State of New York without application of the principles of conflicts of law. You agree to submit to the jurisdiction of the federal and state courts located in New York City, Borough of Manhattan, for any action or proceeding relating to this Agreement, and expressly waive any objection you may have to such jurisdiction or convenience of forum. LICENSOR-PROVIDED SUPPORT SERVICES 1. Scope: If executed by both parties at the end of this Schedule, this Schedule supplements the Software License Agreement ("Agreement") between QD Technology ("QD Technology" or "Licensor") and Planned Parenthood of Northern New England ("Licensee") dated July 1, 2008. Subject to the terms and conditions of the Agreement, Licensor agrees to provide both preventive and remedial Support Services as set forth hereinafter in consideration of the Support Services Fees set forth . 2. Term. This Schedule covers Support Services for the Licensed Software commencing on the date set forth below. If no date is set forth below, the Support Services commence on the date the Licensed Software is delivered and will continue for an initial period of one year. Thereafter, the Support Services will be automatically renewed for successive one-year periods unless either Party provide written notice to the other Party at least sixty days prior to the end of the initial or prior renewal one-year. Thereafter, the Support Services program may be renewed for a period and for fees mutually agreed to by both Parties. 3. Fees for Support Services. Licensee agrees to pay Licensor in advance the annual Support Services Fees set forth in Schedule I. Such Support Services Fee is exclusive of taxes. 4. “Support Services” shall include the following services: (a) Updates to the Licensed Software to the extent Licensor, in its sole discretion, agrees to provide them to Licensee; (b) Web-based support, consisting of information on the most current release of the Licensed Software available through Licensor’s web site, including all available solutions and corrections for reported problems that are replicated and diagnosed by Licensor as defects in the Licensed Software. (c) Phone-based technical support regarding operation of the Licensed Software. Phone support shall be provided from 9:00 AM to 5:00 PM (EST), Monday through Friday, exclusive of up to ten (10) holidays observed by Licensor. Prior to the execution of this Agreement, Licensor shall provide a list of such holidays to Licensee. Licensor may change or substitute any such holiday upon ten (10) days prior written notice to Licensee; (d) Diagnostics and assistance related to reproducible defects in the Licensed Software that prevent the Licensed Software from operating substantially in accordance with the Licensed Documentation; provided, however, that: (i) Licensee promptly informs Licensor of suspected defects or the need for service in writing or as otherwise agreed to by the Parties; (ii) Licensee furnishes written documentation sufficient to identify and reproduce any such defects; and (iii) Licensor’s obligation hereunder is limited to correction, replacement, or work around of the defective portion of the Licensed Software; provided, however, that Section 8.2 of the Agreement shall exclusively control Licensor’s obligations with regard to the infringement of Third Party intellectual property rights. Licensee shall use any report form provided by Licensor for reporting suspected defects or suggestions. Such diagnostics and assistance shall be provided in accordance with Licensor’s support policies and procedures, as Licensor may update from time to time.               5. Exclusions from Support Service. (a) Versions. Support Services will be provided only for the most current version of each item of Licensed Software, except that Licensor shall continue to provide Support Services for a prior version until shipment of 2 superseding versions of Licensed Software.. (b) Modifications. Licensor shall not be obligated to provide Support Services for any software other than the Licensed Software (including Updates) as delivered by Licensor to Licensee. Licensor shall have no obligation to provide Support Services for any Licensed Software that has been customized or modified by any party other than Licensor, except that Licensor will provide Support Services for Custom Programs. In the event that Licensor determines that a failure of an item of Licensed Software to operate in accordance with the applicable Licensed Documentation resulted from misuse, modification, or alteration of the Licensed Software by a party other than Licensor, or the combination of the Licensed Software with other software or equipment to the extent such combination has not been approved by Licensor, or from any other cause other than a defect in such Licensed Software, Licensor’s services in making such determination and in remedying any problem shall be deemed to be Consulting Services and will be billed to Licensee in accordance with Section 7 of the Agreement. (c) Support Services does not include Consulting Services. 6. Limitations on Use. All Updates and any other modifications to the Licensed Software provided by Licensor will be licensed to the Licensee pursuant to the terms of Section 2 of the Agreement, including all restrictions and limitations therein. The Agreement does not grant Licensee rights to any improvements, modifications, enhancements, Updates to the Licensed Software (including, but not limited to, all similar improvements), or other Support Services. Use of all improvements, modifications, enhancements, updates (including, but not limited to, all similar improvements) to the Licensed Software shall be governed by the terms of this Agreement. 7. Assistance of Licensee. Licensee agrees to provide Licensor with all information and materials reasonably requested by Licensor for use in replicating, diagnosing, and correcting an error or other problem with the Licensed Software reported by Licensee to the extent such information and materials are reasonably available to Licensee. Licensee acknowledges that Licensor’s ability to provide satisfactory Support Services is dependent upon Licensor having the information necessary to replicate the reported problem with the Licensed Software. Licensee acknowledges that any Update provided by Licensor may be necessary to the proper operation of the Licensed Software and, therefore, Licensee agrees to promptly and properly install all Updates provided by Licensor. 8. Priority Levels of Remedial Support Services. In the performance of remedial Support Services, Licensor and Licensee agrees that the following priority ratings will be applied to problems reported by Licensees: (a) Priority I Errors. Description: Program errors that prevent some function or process from substantially meeting the functional specification and which seriously affect the overall performance of the function or process and no work-around is known. QD Response: QD shall promptly initiate the following procedures: (1) assign senior QD Technology engineers to correct the error; (2) notify senior QD Technology Management that such errors have been reported and that steps are being taken to correct the error; (3) provide Licensee with periodic reports on the status of corrections; (4) commence work to provide Licensee with a work-around until final solution is available; (5) provide final solution to Licensee as soon as it is available. (b) Priority II Errors. Description: Program errors that prevent some function or process from substantially meeting functional specification, but has a reasonable work-around. QD Response: QD shall provide a work-around to the Licensee and shall exercise commercially reasonable efforts to include the fix for the error in the next software maintenance release. (c) Priority III Errors. Description: Program errors that prevent some portion of a function from substantially meeting functional specification but do not seriously affect the overall performance of the function. QD Response: QD may include the fix for the error in the next software maintenance release. 9. Automatic Termination. Unless previously terminated by its own terms, this Schedule shall terminate concurrently with the termination of the Agreement.  Open Source Licenses of "Open Source" Licensors of QD Technology Licensed Software includes the following "open source" software components: 1. OpenSSL 2. xml-xerces library Both of these software components are used by QD to make executable code included in the Licensed Software and portions of such software components become part of the Licensed Software The licenses for the above-referenced software components and the manner in which they are being used are listed below. Copying, redistribution, reverse engineering, decompiling, and/or modification of these "open source" software components are also governed by the applicable license terms set forth below of the third party owners of such software components. By executing this Agreement, Licensee also agrees to the terms and conditions of these "open source" licenses. 1. OPENSSL The OpenSSL toolkit stays under a dual license, i.e. both the conditions of the OpenSSL License and the original SSLeay license apply to the toolkit. See below for the actual license texts. Actually both licenses are BSD-style Open Source licenses. In case of any license issues related to OpenSSL please contact openssl-core@openssl.org. OpenSSL License --------------- /* ==================================================================== * Copyright (c) 1998-2004 The OpenSSL Project. All rights reserved. * * Redistribution and use in source and binary forms, with or without * modification, are permitted provided that the following conditions * are met: * * 1. Redistributions of source code must retain the above copyright * notice, this list of conditions and the following disclaimer. * * 2. Redistributions in binary form must reproduce the above copyright * notice, this list of conditions and the following disclaimer in * the documentation and/or other materials provided with the * distribution. * * 3. All advertising materials mentioning features or use of this * software must display the following acknowledgment: * "This product includes software developed by the OpenSSL Project * for use in the OpenSSL Toolkit. (http://www.openssl.org/)" * * 4. The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to * endorse or promote products derived from this software without * prior written permission. For written permission, please contact * openssl-core@openssl.org. * * 5. Products derived from this software may not be called "OpenSSL" * nor may "OpenSSL" appear in their names without prior written * permission of the OpenSSL Project. * * 6. Redistributions of any form whatsoever must retain the following * acknowledgment: * "This product includes software developed by the OpenSSL Project * for use in the OpenSSL Toolkit (http://www.openssl.org/)" * * THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT ``AS IS'' AND ANY * EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE * IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR * PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE OpenSSL PROJECT OR * ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, * SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT * NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; * LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) * HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, * STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) * ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED * OF THE POSSIBILITY OF SUCH DAMAGE. * ==================================================================== * * This product includes cryptographic software written by Eric Young * (eay@cryptsoft.com). This product includes software written by Tim * Hudson (tjh@cryptsoft.com). * */ Original SSLeay License ----------------------- /* Copyright (C) 1995-1998 Eric Young (eay@cryptsoft.com) * All rights reserved. * * This package is an SSL implementation written * by Eric Young (eay@cryptsoft.com). * The implementation was written so as to conform with Netscapes SSL. * * This library is free for commercial and non-commercial use as long as * the following conditions are aheared to. The following conditions * apply to all code found in this distribution, be it the RC4, RSA, * lhash, DES, etc., code; not just the SSL code. The SSL documentation * included with this distribution is covered by the same copyright terms * except that the holder is Tim Hudson (tjh@cryptsoft.com). * * Copyright remains Eric Young's, and as such any Copyright notices in * the code are not to be removed. * If this package is used in a product, Eric Young should be given attribution * as the author of the parts of the library used. * This can be in the form of a textual message at program startup or * in documentation (online or textual) provided with the package. * * Redistribution and use in source and binary forms, with or without * modification, are permitted provided that the following conditions * are met: * 1. Redistributions of source code must retain the copyright * notice, this list of conditions and the following disclaimer. * 2. Redistributions in binary form must reproduce the above copyright * notice, this list of conditions and the following disclaimer in the * documentation and/or other materials provided with the distribution. * 3. All advertising materials mentioning features or use of this software * must display the following acknowledgement: * "This product includes cryptographic software written by * Eric Young (eay@cryptsoft.com)" * The word 'cryptographic' can be left out if the rouines from the library * being used are not cryptographic related :-). * 4. If you include any Windows specific code (or a derivative thereof) from * the apps directory (application code) you must include an acknowledgement: * "This product includes software written by Tim Hudson (tjh@cryptsoft.com)" * * THIS SOFTWARE IS PROVIDED BY ERIC YOUNG ``AS IS'' AND * ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE * IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE * ARE DISCLAIMED. IN NO EVENT SHALL THE AUTHOR OR CONTRIBUTORS BE LIABLE * FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL * DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS * OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) * HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT * LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY * OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF * SUCH DAMAGE. * * The licence and distribution terms for any publically available version or * derivative of this code cannot be changed. i.e. this code cannot simply be * copied and put under another distribution licence * [including the GNU Public Licence.] */ 2. . xml-xerces library The Apache Software License, Version 1.1 * * * Copyright (c) 1999-2001 The Apache Software Foundation. All rights * reserved. * * Redistribution and use in source and binary forms, with or without * modification, are permitted provided that the following conditions * are met: * * 1. Redistributions of source code must retain the above copyright * notice, this list of conditions and the following disclaimer. * * 2. Redistributions in binary form must reproduce the above copyright * notice, this list of conditions and the following disclaimer in * the documentation and/or other materials provided with the * distribution. * * 3. The end-user documentation included with the redistribution, * if any, must include the following acknowledgment: * "This product includes software developed by the * Apache Software Foundation (http://www.apache.org/)." * Alternately, this acknowledgment may appear in the software itself, * if and wherever such third-party acknowledgments normally appear. * * 4. The names "Xerces" and "Apache Software Foundation" must * not be used to endorse or promote products derived from this * software without prior written permission. For written * permission, please contact apache@apache.org. * * 5. Products derived from this software may not be called "Apache", * nor may "Apache" appear in their name, without prior written * permission of the Apache Software Foundation. * * THIS SOFTWARE IS PROVIDED ``AS IS'' AND ANY EXPRESSED OR IMPLIED * WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES * OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE * DISCLAIMED. IN NO EVENT SHALL THE APACHE SOFTWARE FOUNDATION OR * ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, * SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT * LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF * USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND * ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, * OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT * OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF * SUCH DAMAGE. * ==================================================================== * * This software consists of voluntary contributions made by many * individuals on behalf of the Apache Software Foundation and was * originally based on software copyright (c) 1999, International * Business Machines, Inc., http://www.ibm.com. For more * information on the Apache Software Foundation, please see * .