PARADIGM CONNECTOR END USER LICENSE AGREEMENT

This Paradigm Connector End User License Agreement (“EULA”), is entered into by and between Paragon Computing Solutions LLC, a Pennsylvania limited liability company (“Paragon”) and any user of the listed software or services. When you use the software or services, you enter into a binding contract with us.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and intending to be legally bound, Paragon and Licensee agree as follows:

1. Definitions. For purposes of this EULA, the terms defined in this Section 1 shall have the following meanings:

(a) “Confidential Information” means any proprietary information, whether written or oral, pertaining to the business, financial condition, strategies, plans, policies, clients or customers, inventions, trade secrets, computer programs, or processes of the disclosing party that is furnished or disclosed by one party to the other in connection with this EULA. Notwithstanding anything herein to the contrary, information shall not be deemed to be Confidential Information if it (i) becomes known to the receiving party or any affiliates without any such restriction as the result of disclosure by a third party which has the right to make such disclosure or (ii) is independently developed or formulated by the receiving party or its affiliates, or (iii) otherwise is or becomes generally available through no fault of the receiving party or its affiliates.

(b) “Documentation” means any online or printed material provided regarding usage of the software or service.

(c) “Intellectual Property Rights” means all inventions, patents, copyrights, moral rights, trade secrets, trademarks, service marks, know-how, mask works and all other intellectual property rights, whether or not registered or perfected, anywhere in the world, and all registrations, initial applications, renewals, extensions, continuations, divisions or reissues for any of the foregoing.

(d) “Software or Services” or “Licensed Program” shall mean the Paradigm Connector application and shall include without limitation any (i) machine-readable instructions, (ii) any collection of machine-readable data, such as a database, (iii) all Customizations and (iv) all other materials, including the Documentation, in any form that relates to the such software; provided that the Licensed Program shall contain executable versions only, and shall not include source code.

(e) “Non-Conformity” shall mean the failure of the Licensed Program to perform in accordance with the Documentation due to the:

(i) Licensee’s use of the Licensed Program in a manner not contemplated by the Documentation;

2. Maintenance, Support. Except as otherwise provided in a separate written agreement with Paragon, Paragon shall have no obligation to maintain or support the Licensed Program.
3. Proprietary Rights. Licensee shall (a) take all necessary and reasonable steps so as to ensure that no unauthorized access, or use is made thereof, and (b) agrees to notify Paragon immediately of the existence of circumstances surrounding any unauthorized knowledge, possession or use of the Licensed Program, or any part thereof, by any person or entity.
4. Enhancements. Paragon may develop Enhancements to the Licensed Program in the future. Unless expressly provided under this EULA, Licensee has no rights in or to any Enhancements.
5. Termination of License. This EULA shall remain effective until terminated. In furtherance of the foregoing, in the event of a breach or default by Licensee under this EULA, including, without limitation, failure to pay the License Fee, Paragon shall give written notice to the Licensee specifying the nature and extent of the breach or default. The Licensee shall then have fifteen (15) days thereafter to cure any such curable breach or default. If such breach or default is not cured within said fifteen (15) day period or is incurable, this EULA shall immediately terminate. Upon termination of this EULA for any reason, including expiration of the License Term, Licensee shall immediately discontinue use of the software or service. In the event of any termination of this EULA due to a breach or default by Licensee or expiration of any License Term, Licensee shall not be entitled to any refund of any fee paid pursuant to this EULA.
6. Limited Warranty. Paragon warrants that the Licensed Program shall perform substantially as described in the Documentation. No advertising, description, or other representation, whether made by Paragon, or any dealer, distributor, agent, representative or employee of Paragon, shall be binding on Paragon. In the event the Licensed Program does not perform substantially as described in the Documentation, Paragon will provide reasonable programming services to correct errors or defects in the Licensed Program for ninety (90) days after the Acceptance Date (“Warranty Period”); provided (a) Licensee notifies Paragon in writing explaining any defects or errors in the Licensed Program, (b) such notice is received by Paragon during the Warranty Period, (c) the error or defect is not caused by a Non-Conformity and (d) Paragon can recreate such error or defect. THIS WARRANTY SHALL TERMINATE IF LICENSEE MODIFIES THE LICENSED PROGRAM OR USES THE LICENSED PROGRAM IN OTHER THAN ITS SPECIFIED OPERATING ENVIRONMENT AS DEFINED IN THE DOCUMENTATION. EXCEPT AS STATED ABOVE, (I) THE LICENSED PROGRAM IS PROVIDED “AS IS” AND NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR PURPOSE OF THE LICENSED PROGRAM IS GIVEN OR ASSUMED BY PARAGON AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED; (II) PARAGON DOES NOT WARRANT THAT THE LICENSED PROGRAM IS FREE FROM “BUGS” AND OTHER MINOR DEFECTS, AND (III) ALL WARRANTIES ARE EXPRESSLY DISCLAIMED. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE LICENSED PROGRAM REMAINS WITH THE LICENSEE.
7. Exclusive Remedy. In the event Paragon in unable to correct any error or defect of the Licensed Program that occurs during the Warranty Period, Licensee may terminate this EULA within ten (10) days of the expiration of the Warranty Period if Licensee notifies Paragon in writing of Licensee’s desire to terminate the License. In the event the License is terminated pursuant to the previous sentence, all License Fees paid to Paragon under this EULA shall be refunded to Licensee upon return of the Licensed Program to Paragon. IN CONNECTION WITH THE LICENSE, THE FOREGOING IS LICENSEE’S SOLE AND EXCLUSIVE REMEDY HEREUNDER. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL PARAGON BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER FORESEEABLE OR NOT (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS, OR CONSEQUENTIAL OR SPECIAL DAMAGES) ARISING OUT OF THE USE OR PERFORMANCE OF, OR INABILITY TO USE, THE LICENSED PROGRAM, EVEN IF PARAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Indemnification. Licensee shall indemnify and hold Paragon harmless from all third-party claims or actions, and liabilities, costs, and expenses related thereto, arising out of Licensee’s use of the Licensed Program, unless related to an assertion that the use of the Licensed Program by Licensee infringes upon any United States copyrights, patents or trade secrets.
9. Limitation of Services. Except for services expressly set forth in this EULA, Licensee acknowledges and agrees that Paragon is not obligated to and is not providing any other services to Licensee (including accounting or additional technology related services). In no event shall Paragon be liable to the Licensee for any claim related to the alleged furnishing or failure to furnish any other services. Paragon warrants that it will perform all services that it is expressly obligated to perform under this EULA in a good and workmanlike manner. THE FOREGOING IS PARAGON’S SOLE AND EXCLUSIVE WARRANTY REGARDING ANY SERVICES. EXCEPT AS STATED ABOVE, (I) THE SERVICES ARE PROVIDED “AS IS” AND NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR PURPOSE IS GIVEN OR ASSUMED BY PARAGON AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED, AND (II) ALL WARRANTIES ARE EXPRESSLY DISCLAIMED. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT, PARAGON’S LIABILITY FOR SERVICES SHALL IN NO EVENT EXCEED THE FEES PAID BY LICENSEE UNDER THIS EULA DURING THE PRIOR TWELVE MONTHS. IN CONNECTION WITH ANY SERVICES, IN NO EVENT SHALL PARAGON BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER, WHETHER FORESEEABLE OR NOT (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES), EVEN IF PARAGON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Confidentiality.

(a) Each party understands that the other party has or may disclose Confidential Information in the course of exercising its rights or performing its obligations under this EULA. As between the parties, the Confidential Information of each party will remain its sole property. Except as expressly provided herein, each party will hold the Confidential Information of the other party in strict confidence and protect such Confidential Information from disclosure using the same care it uses to protect its own confidential information of like importance, but not less than reasonable care. Except as expressly provided herein, no Confidential Information will be disclosed by the receiving party without the prior written consent of the other party, except that each party may disclose this EULA and the other party’s Confidential Information to its directors, employees, attorneys, agents, auditors, insurers, potential investors and subcontractors who require access to such information in connection with their employment or engagement and who are obligated to keep such information confidential in a manner no less restrictive than set forth in this Section 16. The party employing or engaging such persons is responsible and liable for their compliance with such confidentiality obligations.

(b) The parties recognize and agree that the use or disclosure of any Confidential Information of a party in a manner inconsistent with the provisions of this EULA may cause the disclosing party irrevocable damage for which adequate remedy at law will not be available. Accordingly, each party shall be entitled to seek temporary and/or permanent injunctive relief against such breach or violation from any court of competent jurisdiction immediately upon request, without the need to obtain a bond or other security. The right of each party to seek injunctive relief shall not limit in any manner that party’s right to seek other and/or additional remedies at law or in equity. If Confidential Information is required to be disclosed by law or a governmental authority, including pursuant to a subpoena or court order, such Confidential Information may be disclosed, provided that the party required to disclose the Confidential Information: (i) promptly notifies the disclosing party of the disclosure requirement; (ii) cooperates with the disclosing party’s reasonable efforts to resist or narrow the disclosure and to obtain an order or other reliable assurance that confidential treatment will be accorded the disclosing party’s Confidential Information; and (iii) furnishes only Confidential Information that the party is legally compelled to disclose according to advice of its legal counsel.

(c) Upon written request, or at the expiration or termination of this EULA for any reason, all documented Confidential Information (and all copies thereof) owned by the requesting party will be returned or destroyed by the receiving party, with written certification thereof delivered to the other party.

11. Marketing. Notwithstanding any other provision of this EULA, including Section 16, Paragon shall have the right, without Licensee’s consent, to use advertising and promotional materials which include Licensee’s name or trademark when promoting Paragon, making proposals to provide services to prospective customers and/or for submissions to trade competitions, awards and the like.
12. Force Majeure. Neither party shall be liable for breach of its obligations under this EULA (other than an obligation to make payment of any monies due) to the extent that such breach is caused by industrial disputes, lockouts, power failures, acts of government, war, hostilities, riots, civil disturbance, acts of God or other matters beyond the reasonable control of the party concerned, whether existing at the date of signature of this EULA or arising thereafter.
13. Survival. Notwithstanding any termination of this EULA, Sections 12, 13, 14 and 16 shall survive and continue to be in full force and effect.
14. Severability. If any part of this EULA shall be rendered or declared unenforceable by any decision of any court of competent jurisdiction, the remainder of this EULA shall remain in full force and effect and shall be construed as if such unenforceable provision had not been in this EULA, unless the absence of the unenforceable provision shall substantially destroy the business purpose of this EULA.
15. Audit. During the License Term and for a period of three (3) years after its expiration or termination, Licensee shall take reasonable steps to maintain complete and accurate records of Licensee’s use of the Licensed Program sufficient to verify compliance with this EULA.
16. Counterparts. This EULA may be executed in one or more counterparts, each of which may be deemed an original, but all of which together shall constitute one and the same instrument. This EULA may be executed by facsimile or electronic (.pdf) signature and a facsimile or electronic (.pdf) signature will constitute an original for all purposes.

(a) All exhibits, schedules and attachments hereto are incorporated into the EULA by reference and are a part thereof.

(b) This EULA constitutes the full and entire understanding and agreement between the parties hereto with regard to the subject matter hereof, and supersedes all prior EULAs, understandings, inducements or conditions, express or implied, oral or written, except as contained herein. The parties further agree that this EULA shall not be modified, except by a written EULA signed by both parties.

(c) This EULA shall be binding upon the parties hereto and their respective permitted successors and assigns.

(d) If any provision of this EULA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect and in no way be affected, impaired or invalidated.

(e) THIS EULA AND ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, NOTWITHSTANDING ANY CONFLICT OF LAW RULES. ANY DISPUTES HEREUNDER SHALL BE LITIGATED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN LANCASTER COUNTY, PENNSYLVANIA, BY NON-JUR TRIAL, AND PARAGON AND LICENSEE EACH AGREE TO SUCH JURISDICTION AND WAIVE ALL RIGHTS TO JURY TRIAL.

(f) No waiver by Paragon of any condition, or the breach of any term or covenant contained in this EULA, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition.

(g) Headings contained herein are for convenience of reference only and are not to be considered in construing this EULA. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. The word “including” when used herein is intended to be exclusive of the word or phrase it modifies and is not intended to be exclusive or limiting.

(h) All notices, claims, requests, demands, and other communications pursuant to this EULA shall be in writing and shall have been deemed to have been duly delivered if delivered in person or deposited in the United States mail, first class postage prepaid, addressed as set forth on the following signature page or to such other or additional persons or addresses as Paragon or Licensee may subsequently designate in writing delivered to the other party in accordance with this subparagraph (h).