Corda License Agreement (this "License")

Corda License Agreement (this "License")

PopChart/OptiMap/Highwire/Builder Software License Agreement

IMPORTANT NOTICE

THIS IS A LEGAL AGREEMENT between "you" the end user of this Software, and Corda Technologies, Inc., a Utah corporation having an office at 350 South 400 West, Suite 100, Lindon, Utah 84042 ("Corda"). Use of the software you are about to download or install indicates your acceptance of these terms. You also agree to accept these terms by so indicating at the appropriate screen, prior to the download or installation process. These terms will be binding and effective as of the earlier of your download, installation or use of the Software (the "Effective Date"). As used in this License, the capitalized term "Software" means the PopChart(tm), including PopChart Enterprise(tm), graphing computer software and/or OptiMap(tm), including OptiMap Enterprise(tm), mapping computer software and/or Highwire(tm), including Highwire Enterprise(tm), document generation and/or Corda Builder(tm) graph and map design software to be downloaded or installed (excluding any third party software) together with any enhancements, upgrades, and updates to the Software that may be provided to you in the future by Corda. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD SO INDICATE AT THE APPROPRIATE SCREEN AND PROMPTLY DISCONTINUE THE INSTALLATION AND DOWNLOAD PROCESS.

1. Ownership. The Software and any accompanying documentation are owned by Corda or its licensors and are protected under U.S. copyright laws and international treaty provisions. Ownership of the Software, and all copies, modifications, and merged portions thereof shall at all times remain with Corda or its licensors. Copies are provided to you only to allow you to exercise your rights under this License. This License does not constitute a sale of the Software or related documentation, or any portion thereof. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights to the software or related documentation. All rights not expressly granted to you under this License are reserved by Corda.

2. Grant of License. Corda grants to you and you accept, subject to the terms and conditions set out in this License, a limited, nonexclusive, nontransferable, nonsublicensable, and revocable right to use the Software solely and strictly in accordance with the conditions and restrictions applicable to the license type for which you have paid (as specified in your invoice as provided by Corda), as follows:

a. Number of Licensed Machines. Unless you have purchased a multiple instance license (as specified in your paid invoice as provided by Corda), you are authorized to use a single instance of the Software (in object code format) on a Licensed Machine. An instance of the Software is "in use" when it is being executed on a computer, virtual computer, or virtual machine. The use of multiple instances of the Software on a Licensed Machine requires a multiple instance license. If you have purchased a multiple instance license, you are authorized to use the number of instances for which you have paid. The term "Licensed Machine" means a stand-alone computer owned or leased by you. Once the Software has been installed on a Licensed Machine, it may be used on another Licensed Machine only if it is first completely removed from the first Licensed Machine.

b. Corda Builder Products. If this License is for a Corda Builder product (as specified in your paid invoice as provided by Corda), you are authorized to use the Software to construct graph or map definitions or templates (image-template files) for 1) deployment with PopChart, OptiMap and/or Highwire servers provided that your use of the relevant application conforms in all respects with the terms and conditions of the license pursuant to which you are authorized to use it; and/or 2) publishing of graphs, maps or PDF documents using Corda Builder. You are only authorized to use a Corda Builder product to create definitions or templates (image-template files) for the use by persons who have a valid license for PopChart, OptiMap and/or Highwire server and/or Corda Builder in accordance with licenses covering those applications.

c. Evaluation Version. If this License is for an evaluation version of any Corda software, you are authorized to use the Software only for evaluation purposes for a single evaluation period not to exceed thirty (30) days, commencing on the day on which you accept this License. Should you require an evaluation period exceeding thirty (30) days, you may contact Corda for an extended evaluation license. Graphs, charts or maps produced by Software configured with an evaluation version must contain symbols and text provided by Corda indicating that the graph, chart or map was produced with an evaluation version of the Software.

d. Developer Version. If this License is for a Developer version of any Corda software (as specified in your paid invoice as provided by Corda), you are authorized to use the Software only for internal development and testing purposes and not for general use on the Internet, an intranet or any application which is accessible to those other than the developers creating an application or those who are directly approving an application as it is developed. All Server-based Developer software is limited to and licensed for the creation of no more than 1,000 charts or maps or no more than 500 Highwire documents during any single day.

e. Staging/Testing/Pre-Production License. If this License is for a Staging/Testing/Pre-Production version of any Corda software (as specified in your paid invoice as provided by Corda), you are authorized to use those licensed instances of the Software only for internal staging/testing/pre-production purposes and not for general use on the Internet, an intranet or any application which is accessible to those other than the developers testing an application or those who are directly approving an application as it is tested. Staging/Testing/Pre-Production Licenses are limited to the number of servers and/or instances and CPUs licensed to you for full use hereunder.

f. CPU License. If this license is for a server product (as specified in your paid invoice as provided by Corda), this license restricts the use of the Software to the number of CPU licenses bought with/for the Software (as specified in your paid invoice as provided by Corda). Absent a purchase of additional CPU rights, the Software may be used only on a computer containing one (1) CPU. One CPU license is required for each CPU of the server(s) running the Software. Additional CPU licenses can be purchased from Corda. Regardless of where or how the Software is loaded, all CPUs that serve up output from the Software must be licensed.

g. The specific Corda software licensed by you, including the number of servers or instances, CPUs, etc., included in your license is reflected in an invoice for the Software created by Corda or another document created by Corda with the intent that such document reflect the specific licenses granted to you. Upon your request, Corda will provide such a document reflecting the specific licenses granted to you for your records.

3. Fees. All of your rights under this License are contingent upon your payment of all applicable license fees. If such fees have not been paid prior to your acceptance of this License, you agree to pay such fees promptly thereafter and before using the Software. Any overdue payment shall be promptly paid with interest thereon at a rate of one percent (1%) per month or the highest rate allowed by applicable law, whichever is less. If fees owed with respect to the rights granted under this License are not paid when due, Corda may hire or pay someone else to help collect the amount owing to Corda and you agree to pay, in addition to the amount owing and applicable interest under this Section, the cost of collection, including attorney's fees, whether or not formal proceedings are initiated, and legal expenses, including court costs.

4. Scope of Use. This License is personal to you. You may not rent, lease, sublicense, host, or transfer the Software or any of the accompanying documentation to any other person or allow any other person to use the Software, except as specifically authorized in Paragraph 3 in connection with certain types of licenses identified therein. You may use the Software only for your own personal use if you are an individual or for your own internal business purposes if you are a business. You must not circumvent or disable any technological features or measures in the Software. You may use the Software in connection with services you provide to other persons, including the creation of charts or graphs that you provide to other persons based on your own data, but you may not otherwise use the Software to process data for any other person or entity. This license does not permit you to use any of the Software to support Internet sites owned by any third parties.

5. Nonpermitted Uses. Without the written permission of Corda, you may not:

(i) use, copy, modify, alter, create derivative works from, or transfer, electronically or otherwise, the Software or any of the accompanying documentation except as expressly permitted in this License,

(ii) translate, reverse program, disassemble, decompile or otherwise reverse engineer the Software,

(iii) utilize the Software as all or a part of an Applications Service Provider (ASP) service offering whereby you provide web-based software and hosting of that software for use by third parties for a fee (Corda offers ASP licenses under a separate ASP License Agreement),

(iv) make or distribute copies of the Software, or electronically transfer the Software from one computer to another over a network,

(v) rent, lease, lend, or sublicense the Software or use it for timesharing or service bureau purposes,

(vi) transfer the Software or any rights under this License to any other person or entity, or otherwise use or allow others to use the Software for the benefit of third parties,

(vii) use the Software on the publicly available Internet unless a Public Internet License is purchased from Corda (as specified in your paid invoice as provided by Corda), or

(viii) use the Software to develop any product having the same or similar function as the Software.

6. Copies. You may not copy all or any part of the Software or related documentation, except that (i) you may make a single copy of the Software solely for backup or archival purposes, and (ii) if you have purchased a multiple instance license, you are authorized to make the number of copies for which you have paid. All copies of the Software must include Corda's copyright notice.

7. Multiple Media. If you receive the Software and related documentation in more than one medium, this License applies only to the medium that is appropriate for the licensed machine on which the Software is to be installed. You are not authorized to install, use, or transfer any other media.

8. Support Services. Corda may provide you with support services related to the Software ("Support Services"). Use of Support Services, if provided to you, will be governed by the then current Corda policies and programs with respect to Support Services, as set forth on the Corda website, as modified by Corda from time to time in its sole discretion. Any supplemental software provided to you as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this License. With respect to technical information you provide Corda as part of the Support Services, Corda may use such information for its business purposes, including for product support and development.

9. Upgrades and Updates. If the Software and related documentation are provided as an upgrade patch or update to an earlier licensed version of the Software, you must have a valid license to operate the earlier release of the same version and edition as the upgrade or update to install or use the upgrade or update. All software being upgraded or updated is deemed to be part of the Software and is subject to this License. In the event that you upgrade any Software, you agree that, within thirty (30) days that you will remove all prior versions of the Software so that you do not have more than the appropriate number of licensed copies of the Software, regardless of version, installed on your computer(s). This thirty (30) day transition period is for the sole purpose of allowing configuration and testing of the new release while still operating the prior release in a production environment. Nothing in this License shall be construed to obligate Corda to provide upgrades or updates to you under any circumstances.

10. Protection of Software and Documentation. You agree to take all reasonable steps to protect the Software and related documentation from unauthorized copying or use. The Software source code represents and embodies the trade secrets of Corda and/or its licensors. The Software source code and embodied trade secrets are not licensed to you, and you agree to take reasonable measures to avoid any unauthorized disclosure of the same.

11. Legends and Notices. You agree that you will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or related documentation.

12. Trademarks. This License does not authorize you to use Corda's name or any of its trademarks, which include but are not limited to the word "Corda", the word "PopChart", the word "OptiMap", the word "Highwire", the combination of any of these words with the word, "Enterprise" and the Corda logo.

13. Assignment and Transfer. You may not assign or otherwise transfer, in whole or in part, any of the rights, obligations or interest in or under this License without Corda's prior written consent. Any attempted assignment without Corda's prior written consent will be void. A merger or other acquisition by a third party will be treated as an assignment. Corda may at any time and without your consent assign all or a portion of its rights and duties under this License to a company or companies wholly owning, owned by, or in common ownership with Corda.

14. Term and Termination. This License is effective upon your acceptance as provided herein and payment of the applicable license fees, and will remain in force until terminated. You may terminate this License at any time by destroying the Software and related documentation, together with any and all copies thereof. This License will terminate automatically if you breach any of its terms or conditions or any of the terms or conditions of any other agreement between you and Corda. Upon termination, you shall immediately destroy the original and all copies of the Software and related documentation, or return them to Corda.

15. Limited Warranty.

a. Corda warrants to you, the original end user, that the Software will perform substantially in accordance with the accompanying documentation. Corda does not warrant that the Software is error-free or that the Software will operate without interruption. This Limited Warranty extends for thirty (30) days from the date the Software is paid for or first used, whichever occurs first.

b. This Limited Warranty does not apply to evaluation versions of the Software, or any Software that has been altered, damaged, abused, misapplied, or used other than in accordance with this license and any instructions included on the Software and the accompanying documentation.

c. Corda's entire liability and your exclusive remedy under this Limited Warranty shall be the repair or replacement of any Software that fails to conform to this Limited Warranty or, at Corda's option, return of the license fees paid for the Software. Corda shall have no liability under this Limited Warranty unless the Software is returned to Corda or its authorized representative, with a copy of your receipt, within the warranty period. Any replacement Software will be warranted for the remainder of the original warranty period of thirty (30) days.

d. THIS LIMITED WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.

e. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.

16. Limitation of Liability. EXCEPT FOR A RETURN OF THE LICENSE FEES UNDER THE CIRCUMSTANCES PROVIDED UNDER THE LIMITED WARRANTY, NEITHER CORDA NOR ITS LICENSORS SHALL IN ANY EVENT BE LIABLE FOR ANY MONEY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. IN NO EVENT SHALL CORDA'S LIABILITY RELATED TO ANY OF THE SOFTWARE EXCEED THE LICENSE FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE. Without limiting the generality of the foregoing, Corda shall not be liable for losses arising out of any business interruption, any loss of business profits, or loss of business information caused by or in any way related to the use of, or inability to use, the Software, even if Corda has been advised of the possibility of such losses. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, some parts of the above limitation may not apply to you.

17. Audit Rights. You agree that Corda may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse Corda for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

18. High-Risk Activities. The Software is not designed or licensed for use in hazardous environments requiring failsafe controls, including without limitation operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, and life support or weapons systems, in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage. Corda specifically disclaims any express or implied warranty of fitness for such high-risk activities.

19. Assumption of Risk. You acknowledge that due to the complexity of the Software, it is possible that use of the Software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption. The warranties provided in this License do not cover any damages or losses resulting from data loss or corruption.

20. U.S. Government Use. If the Software is licensed under a United States government contract, you acknowledge that the Software and related documentation are "commercial items" as defined in 48 CFR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 CFR 12.212 and 48 CFR 227.7202-1. You also acknowledge that the Software is "commercial computer software" as defined in 48 CFR 252.227-7014(a)(1). United States government agencies and entities and others acquiring under a United States government contract shall have only those rights, and shall be subject to all restrictions, set forth in this License.

21. Governing Law. This License shall be governed by and construed in accordance with Utah law, without regard to its rules regarding conflicts of law. This License expressly excludes the United Nations Convention on Contracts for the International Sale of Goods.

22. Dispute Resolution. Except as otherwise provided below, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Utah, before a sole arbitrator, in accordance with the laws of the State of Utah for agreements made in and to be performed in Utah. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. The arbitrator shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail. Notwithstanding the foregoing, either party shall be entitled to bring a claim for breach of Sections 1, 3, 4, 5, 6, 9, 10, 11, 12 or 13 of this Agreement in the state or federal courts located in Utah. Each of the parties consents to the jurisdiction of the courts located in the state of Utah with respect to all such claims, and irrevocably waives any right to raise forum non conveniens or any other argument that Utah is not the proper venue for such claim.

23. Third Party Software. The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are made a part of and incorporated by reference into this License. By accepting this License, you are also accepting the additional terms and conditions, if any, set forth therein. Corda makes no warranties with respect to third party software.

24. Entire Agreement. This License is the complete agreement between you and Corda concerning the Software and related documentation and supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among the parties relating to the subject matter of this License, and all past dealing or industry custom. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect unless accepted by Corda in writing which is signed by an officer of Corda and which writing expressly references this License.

25. Modification and Waiver. This License may be amended or modified only by a writing signed by both parties. The failure or delay of Corda to exercise any of its rights under this License or upon any breach of this License shall not be deemed a waiver. No waiver of any right under this License shall be effective unless in writing, signed by a duly authorized representative of Corda. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS LICENSE OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THIS LICENSE.

26. Language. English will be the controlling language of this License.

27. Severability. If any of the provisions of this Agreement are held by a court or other tribunal having jurisdiction to be unenforceable, the parties intend that the provision shall be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.

Revised: September 13, 2006