THIS SAAS LICENSE AGREEMENT (the “Agreement”) is entered by and between Accent Technologies, Inc., having a principal office located at 1411 Highland Avenue, Melbourne, FL 32935 (“Licensor”), and the signatory entity of an associated Order Form to this Agreement “Licensee”.

IN CONSIDERATION of the mutual covenants and undertakings contained herein, the parties hereto agree as follows.

1. DEFINITIONS
   • Specific Words or Phrases. For purposes of this Agreement, each word or phrase listed below shall have the meaning designated.  Other words or phrases used in this Agreement may be defined in the context in which they are used, and shall have the respective meaning there designated.
     • “Affiliate” means and includes any entity that directly or indirectly controls, is controlled by, or is under common control with Licensee, where “control” means the ownership of, or the power to vote, at least twenty percent (20%) of the voting stock, shares or interests of such entity. An entity that otherwise qualifies under this definition will be included within the meaning of “Affiliate” even though it qualifies after the execution of this Agreement.
     • “Agreement” means the terms of this SAAS Software License Agreement, together with the appendices and other exhibits attached hereto or incorporated herein by reference.
     • “Computer System” means the equipment used by Licensee to access the Product or Software provided by Licensor.
     • “Documentation” means all documents and materials (in any language, format or medium) that are normally supplied by Licensor to its commercial licensees to aid in the use and operation of the Software, and all modifications to such documents or materials that are made by or on behalf of Licensor from time to time.
     • “Downtime” means any time interval during which the Product or Software are not accessible by Licensee.
     • “Enhancement” means and includes the modifications made to the Software that add features or functions not originally included as part of the Software.
     • “Intellectual Property Rights” shall mean all patents and patent applications, trade marks (whether registered or unregistered and including any goodwill acquired in such trade marks), service marks, trade names, business names, internet domain names, e-mail address names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in confidential information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered and including any form of application for any of the foregoing), and all other equivalent or similar rights which may subsist anywhere in the world.
     • “License” means a license to use the Software granted pursuant to the terms and conditions of this Agreement.
     • “Order Form” means the associated form to this Agreement describing the details of the Licensee’s order and pricing terms.
     • “Personnel” means and includes a party’s directors, officers, employees, agents, auditors, consultants and subcontractors.
     • “Product” means a collection of Software that is packaged and maintained as a single unit.
     • “Software” means the computer programs described on the License Schedule, including any customizations, Enhancements, Updates, releases, defect corrections, and other modifications provided to Licensee by Licensor pursuant to this Agreement, together with the related Documentation. The Software is hosted, maintained and updated by the Licensor. No code transfer of any form from Licensor to Licensee is implied in this Agreement.
     • “Update” means and includes the modifications or revisions made to the Software (i) to improve upon or repair existing features and operations within the Software, (ii) to ensure compatibility with new releases of existing systems (including hardware, operating systems and middleware) and external services through standardized interfaces, or (iii) to comply with applicable laws, regulations, industry standards or market practice.

2. TERM AND TERMINATION
   • As described in the associated Order Form
   • Renewal Term. As described in the associated Order Form
   • Termination for Material Breach. In the event that either party commits a material breach of, or makes a material misrepresentation relating to, this Agreement, the non-breaching party may demand the breach be cured.  If the breach is not cured within thirty (30) days from the date of a written demand, the non-breaching party may thereafter terminate this Agreement immediately on notice.
   • Orderly Transfer. Upon the expiration or termination of this Agreement for any reason whatsoever (including a default by either party), Licensor will provide such cooperation and assistance to Licensee, as is reasonably required to assure an orderly return or transfer to Licensee, or the Licensee’s designee, of all Confidential Information and any other data (and related records and files) and materials of Licensee or its Users then in Licensor’s possession or control in their then current condition.    Following the completion of such return or transfer, Licensor shall remove from its systems all copies of any Confidential Information of Licensee in such a manner as to render such information unrecoverable.
   • Licensee’s Rights upon Termination. If this Agreement is terminated as a result of a material breach by Licensor, then Licensee shall be entitled to recover from Licensor an amount equal to all prepaid but unearned License fees for the Software, together with any prepaid but unearned support fees.
   • Licensor’s Rights upon Termination. If this Agreement is terminated as a result of a material breach by Licensee that cannot be cured in accordance with Section 2.2, then Licensor shall be entitled to terminate Licensee’s access to Software, and Licensee shall return all copies of Documentation and Licensor Confidential Information transferred to or obtained by Licensee during the course of this Agreement (subject only to the provisions of Section 2.3).  Such return of property will be completed at Licensee’s expense.  Licensee shall also be obligated to pay Licensor for all services supplied to Licensee pursuant to this Agreement through the effective date of such termination.
   • No Damages for Termination. No Effect on other Rights and Remedies.  Neither Party will be liable for damages of any kind as a result of exercising its right to terminate this Technologies License Agreement according to the terms and conditions stated herein nor will termination affect any other right or remedy of either Party.
   • Continuing Obligations. Payment and indemnification obligations arising prior to termination will remain in force.

3. SCOPE OF LICENSE/SUBSCRIPTION
   • Proprietary Rights to Software. As between Licensor and Licensee, Licensor (or its licensors) shall be deemed to own the Intellectual Property Rights in or to the Software; and nothing contained in this Agreement shall be construed to convey any Intellectual Property Rights in or to the Software to Licensee (or to any party claiming through Licensee) other than the license rights expressly set forth in this Agreement.
   • Type of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to access and use the Software in the furtherance of Licensee’s or its Affiliates’ business purposes, subject to such use restrictions as may be specifically set forth on the associated Order Form Licensor conveys herewith no rights to make modifications, additions or derivative works of or to the Software or Documentation, except as agreed by the parties.  Information relating to the Software which is necessary to enable the production of software which is interoperable or compatible with the Software or other software may be available from Licensor upon written request.
   • Authorized Users. Subject to the user limitations specified in the License Schedule, the License granted pursuant to this Agreement shall include the right for Licensee to permit the Software to be accessed and used by or on behalf of: (i) Licensee and its Affiliates; (ii) third parties engaged by Licensee or an Affiliate for the furtherance of Licensee’s or its Affiliates’ business purposes. Each permitted user as described in the foregoing sentence (each a “User”) shall count toward the usage limitations set forth in Section 1.1 of the License Schedule.
   • Hosting of Software; Service Levels. Throughout the term of this Agreement, Licensor shall operate and maintain the Software on Licensor’s systems and provide Licensee with access to the Software in accordance with Section 3.2 above.
   • Licensee Data. Licensor acknowledges and agrees that all data, information and other materials provided or disclosed to Licensor by Licensee, or any User (“Licensee Information”) shall be and remain the property of Licensee Information and it can only be used anonymously and combined with other data to provide useful broad statistical trends and studies.
   • Licensor will take reasonable precautions to prevent the loss of or alteration to Licensee Information in Licensor’s possession, using at least the same degree of care (but not less than a reasonable standard of care) and those precautions that it uses to protect its own like information and will, upon request, provide Licensee with information regarding such security procedures.  In connection with the safeguarding of Licensee Information, Licensor will provide and maintain adequate backup files of the Licensee Information and will supply Licensee, upon request, with information regarding such backup procedures.  Licensor will notify Licensee in advance of any material changes in any such backup or security procedures.
4. FEES AND PAYMENT TERMS

Fees. The License fees and all other charges to be paid by Licensee for the Software or Services provided by Licensor pursuant to this Agreement shall be set forth on the License Schedule. Licensor may increase the licensing fees on an annual basis (at each 12^th month anniversary of the Agreement) in accordance to the Consumer Price Index (CPI) of the prior year as reported in the wall Street Journal or an equivalent publication. In any case, any licensing fee increases are not to exceed 3% per each year from the originally agreed fees as outlined in the associated Order Form.

5. LATE PAYMENT FEES

An additional fee of 2.5% will apply to balances of payments that are late by over 30 days.

6. TRAINING

Licensor will provide training in the use of Software, at a time or times reasonably agreeable to both parties.   All initial training by Licensor in the proper use of the Software shall be provided as specified in the order form.

7. SOFTWARE MAINTENANCE AND SUPPORT

Unless otherwise provided in a separate Maintenance and Support Agreement, Licensor will provide e-mail support (techsupport@accent-technologies.com) and will assign a point of contact responsible for Licensee’s support needs.  As part of maintenance, Software Updates will be provided at no additional charge. Certain Software Enhancements might be subject to additional charges. The Software Maintenance and Support Services do not apply to consulting, assistance with data uploads, or other assistance services performed by Licensor either separately or at the request of the Licensee.

8. SCHEDULED SOFTWARE MAINTENANCE

Scheduled Maintenance is any maintenance in the data center affecting access or use of the Software. Licensor will notify Licensee via e-mail at least 48 hours in advance of any Scheduled Maintenance. Licensor will make reasonable attempts to perform Scheduled Maintenance during historically low use hours based on average use by its customers (including weekends and holidays). Licensor may conduct emergency maintenance on an “as needed” basis without notice to Licensee, provided, however, that Licensor will notify License of emergency maintenance in advance to the extent reasonably possible.  During Scheduled Maintenance, Licensor will provide to Licensee all released Updates to the Software at no additional charge.

9. CONFIDENTIALITY

Each party agrees to regard and preserve as confidential all information provided by the other party related to the business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, and/or products of the other party, its parent company and subsidiaries and/or affiliates (herein “Confidential Information”). For purposes of this Agreement, Licensee’s Confidential Information shall include any information provided or disclosed to Licensor by a User related to the business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, and/or products of the User, its parent company and subsidiaries and/or affiliates.  Each party agrees to limit its disclosure of the other party’s Confidential Information to as few persons as possible and only to those persons with a need to know that are its or its Affiliates’ Personnel and subject to an obligation to keep such information confidential. Neither party shall, without first obtaining the other party’s prior written consent, disclose to any person, firm or enterprise, except as expressly permitted herein, or use for its own benefit, or the benefit of a third party, the Confidential Information of the other party. “Confidential Information” shall not include information that (i) is already rightfully known to a party at the time it is obtained from the other party, free from any obligation to keep such information confidential; (ii) is or becomes publicly known or available through no wrongful act of a party; (iii) is rightfully received from a third party without restriction and without breach of this Agreement; (iv) is required to be disclosed by law, regulation, or court order (provided that the party subject to such law, regulation or court order shall notify the other party of any such use or requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties) or (v) is developed by a party without the use of any proprietary, non-public information provided by the other party under this Agreement.  During the term of this Agreement, both parties may become acquainted with general data processing ideas, concepts, know-how, techniques and skills obtained from the other party and both parties shall be entitled to use or otherwise employ such general know how, concepts, techniques, and skills in conducting their respective businesses provided however, such use shall be subject to the other party’s intellectual property rights.  The confidentiality obligations set forth in this section of the Agreement shall remain in effect for a period of five (5) years from the disclosure of the information.

10. WARRANTY

Licensor warrants and represents that (i) it has the full and unrestricted right, power and authority to enter into this Agreement and to perform its obligations in accordance with the terms of this Agreement; (ii) it has all right, title, interest and/or third party consents necessary to grant the rights in the Software granted to Licensee herein; (iii) the services and other obligations hereunder will be performed exercising due care and in a professional and workmanlike manner in accordance with generally accepted industry standards; (iv) Licensor’s grant of licenses and performance of services hereunder will not violate any agreement to which Licensor is a party or any applicable law, rule or regulation; and (v) the Software will perform substantially in accordance with its Documentation.

11. LIMITATION OF LIABILITY

EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (OR TO ANY PERSON OR ENTITY CLAIING THROUGH THE OTHER PARTY) FOR LOST PROFITS OR FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.  THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL NOT APPLY TO DAMAGES, (i) RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS PERSONNEL, (ii) STEMMING FROM PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY A PARTY OR ITS PERSONNEL, (iii) ARISING FROM CLAIMS FOR WHICH EITHER PARTY HAS AGREED TO INDEMNIFY THE OTHER PARTY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT, (iv) ARISING FROM THE BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 8, or (v) resulting from infringement or misappropriation of the other party’s intellectual property rights.

12. INDEMNITY
    • Both Licensee Licensor agree to indemnify, defend, and hold harmless the other, its directors, officers, employees and agents, with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such results from the breach of any representations, warranties, or agreements of the indemnifying Party hereunder, or the negligence or willful misconduct of the indemnifying Party.
    • Licensor will have no obligation to indemnify the Indemnities for claims of services or materials furnished by Licensee and infringe the Intellectual Property Rights of a third party to the extent such claims arise as a result of (i) Licensor’s implementation of a Licensee originated design if such infringement or claim would have been avoided in the absence of such implementation, (ii) any modifications to the Software made by Licensee if such infringement or claim would have been avoided in the absence of such modification, or (iii) any integration with software or hardware not supplied by Licensor if such infringement or claim would have been avoided in the absence of such integration.
    • Licensee must give Licensor prompt written notice of any infringement claims related to the Software and grants Licensor exclusive control over its defense and settlement. Failure to provide such notice shall result in Licensee’s obligation to indemnify Accent Technologies for any damages, costs (including reasonable attorney’s fees) or liability incurred by Licensor as a result of, and to the extent caused by, such failure to provide notice. In responding to such claims, should Licensor determine that the product infringes,  or is likely to be found infringing, upon the intellectual property rights of a third party, the Licensee shall permit Licensor, at Licensor’s option and expense, (i) to procure for the Licensee the right to continue using the product pursuant to the licensing schedule, or (ii) to replace or modify the product so that it becomes non-infringing in which event the license schedule shall continue in effect, or (iii) to terminate the license schedule with the Licensee.  If the Licensee paid fees to Licensor which relate to a time period past the date of termination due to any such infringement, then Licensor will refund to Licensee a pro-rata portion of such fees.
    • Written Indemnification Notice. The indemnified Party shall promptly provide the indemnifying Party with written notice of any claim which the indemnified Party believes falls within the scope of the foregoing sections.  The indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party’s written consent, which shall not be unreasonably withheld.
13. ASSIGNMENT

Either Party may assign this License to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets or capital stock.  In addition, Licensor may assign this License to any person to whom Licensor transfers all or substantially all of its rights in the Software.  Except as stated, neither Party may assign any rights or delegate any duties under this Software License without the other’s prior written consent, and any attempt to do so without that consent will be void.  This License will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

14. COMPLIANCE WITH LAW

In performing its obligations under this Agreement, each party will comply, and will cause its Personnel to comply, with the requirements of all applicable laws, ordinances, regulations, codes and executive orders (including those governing equal opportunity and nondiscrimination in employment, and the use of minority business enterprises).  The provisions of such laws, regulations, and executive orders shall be deemed to be an integral part of this Agreement to the same extent as if they were written herein.

15. EXPORT CONTROLS IN GENERAL. In exercising its rights under this License, Licensee agrees to comply strictly and fully with all export controls imposed on the Solutions by any country or organization of nations within whose jurisdiction Client operates or does business.
16. CHOICE OF LAW

Governing Law.  The substantive laws of the State of New York shall in all respects govern this Agreement as though this Agreement was entered into, and was to be entirely performed within, the State of Delaware.  The parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods.  For the avoidance of doubt, nothing stated in this Agreement will prejudice or limit the rights or remedies of either party to enforce any award or decree under the laws of any jurisdiction where property or assets of the other party may be located.

17. FORCE MAJEURE

A party will be excused from a delay in performing, or a failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such party.  In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay.  However, if an excusable delay continues more than sixty (60) days, the party not relying on the excusable delay may, at its option, terminate this Agreement, in whole or in part, upon notice to the other party.  In order to avail itself of the relief provided in this Section for an excusable delay, the party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.  For purposes of this Section, the phrase “due diligence” shall, at a minimum, require Licensor to maintain a contingency plan for the continuation of business so that despite any disruption in Licensor’s ability to fulfill its service obligations from any particular location or through the efforts of any particular individuals, Licensor will be able to fulfill its service obligations from an alternative/backup location.

18. CONSTRUCTION
    • Section headings contained in this Agreement are inserted for convenience only, and shall not be considered for defining, limiting or interpreting the terms and provisions.
    • The provisions of this Agreement shall supersede the provisions of any shrink-wrap or other license provisions included with the Software.   In addition, in the event of any inconsistencies between the provisions of the main body of this Agreement and the provisions of the Attachments, the following priority will be applied:
      • 2.1 The provisions of the order form shall control.
    • The terms, conditions, covenants and other provisions of this Agreement may hereafter be modified, amended, supplemented or otherwise changed only by a written instrument (excluding e-mail or similar electronic transmissions) that specifically purports to do so and is physically executed by a duly authorized representative of each party.
    • If a court of competent jurisdiction declares any provision of this Agreement to be invalid, unlawful or unenforceable as drafted, the parties intend that such provision be amended and construed in a manner designed to effectuate the purposes of the provision to the fullest extent permitted by law.  If such provision cannot be so amended and construed, it shall be severed, and the remaining provisions shall remain unimpaired and in full force and effect to the fullest extent permitted by law.
    • The provisions of this Agreement that, by their nature and content, must survive the completion, rescission, termination or expiration of this Agreement are Proprietary Rights to Software, Licensee Data,  Confidentiality, and Indemnity.
    • This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one instrument.
19. NOTICE

The parties will give all notices, reports, communiqués of any sort and invoices (“Notices”) required by this Agreement in writing. Licensor and Licensee will personally deliver such Notices. Licensor shall send a copy of any such Notices that relate to a breach, cancellation or termination of this Agreement to

Accent Technologies, Inc.

ATTN:  Chief Operating Officer

1411 Highland Avenue

Melbourne, FL  32935

Fax: 321.821.1366

Phone: 321.242.7438

Email: accounting@accent-technologies.com

20. COMPLETE UNDERSTANDING

This Agreement (together with the schedules, exhibits, and other appendices attached hereto or specifically incorporated herein by reference) constitutes the complete understanding of the parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations, and understandings (whether written or oral) between the parties, with regard to the subject matter hereof.  Each party specifically acknowledges and agrees that it did not enter into this Agreement in reliance upon any agreement, promise, representation, or understanding made by or on behalf of the other party that is not contained herein.