End User License Agreement (EULA)

PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU (HEREINAFTER "CUSTOMER") ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE RESTRICTIONS IN SECTION 4, LIMITED WARRANTY IN SECTIONS 6 AND 7, LIMITATION OF LIABILITY IN SECTION 8, AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 16. CUSTOMER AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY CUSTOMER. THIS AGREEMENT IS ENFORCEABLE AGAINST CUSTOMER. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE SOFTWARE. This agreement may govern Customer's use of additional Software subsequent to the effective date of this agreement. Such additional Software shall reference the terms of this agreement. This agreement may also incorporate by reference any end user license agreement governing a prior version of the Software.

Customer may have another written agreement directly with Dynamic Pricing Builder, or an affiliated entity to Dynamic Pricing Builder (e.g., a volume license agreement) that supplements or supersedes all or portions of this Agreement. The Software is LICENSED, NOT SOLD, only in accordance with the terms of this agreement. Use of some Dynamic Pricing Builder and some non- Dynamic Pricing Builder materials and services included in or accessed through the Software may be subject to additional terms and conditions.

TThe Software may cause Customer's Computer to AUTOMATICALLY CONNECT TO THE INTERNET. The Software may also require activation or registration. Additional information on activation, Internet connectivity, and privacy is available in Sections 14 and 16.

1. Definitions.

1.1 "DPB" means Dynamic Pricing Builder, an Indiana limited liability company series, 2225 Great Lakes Dr. #455, Dyer, Indiana 46311, and all DPB websites located at dynamicpricingbuilder.com, and all DPB owned and/or operated websites that are linked to these websites by DPB and its affiliated entities, IdeaSeat Marketing, Archer Innovations LLC-S, KIWI Ticketing, Archer IP Holdings including DPB websites around the world and secure areas of the websites (the “DPB Websites”) if this agreement is entered into while Customer is in the United States, Canada, or Mexico.

1.2 "Compatible Computer" means a Computer or website with the recommended operating system and hardware configuration as stated in the Documentation.

1.3 "Computer" means a virtual or physical device or website that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, including without limitation desktop computers, laptops, tablets, mobile devices, telecommunication devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications.

1.4 ""Customer" means you and any legal entity that obtained the Software and on whose behalf it is used; for example, and as applicable, your employer.

1.5 "Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations, and similar organizations.

1.6 "Output File" means an output file Customer creates with the Software.

1.7 "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by DPB.

1.8 "Software" means (a) all of the information with which this agreement is provided, including but not limited to: (i) all software files and other computer information; (ii) any proprietary scripting logic embedded within exported file formats or used in an DPB Online Service; (iii) sample and stock photographs, images, sounds, clip art and other artistic works bundled with DPB software or made available by DPB on DPB's websites for use with the DPB software and not obtained from DPB through a separate service (unless otherwise noted within that service) or from another party ("Content Files"); (iv) related explanatory written materials and files ("Documentation"); and (v) fonts; and (b) any modified versions and copies of, and upgrades, updates, and additions to, such information, provided to Customer by DPB at any time, to the extent not provided under separate terms (collectively, "Updates").

1.9 "Territory" means the region where Customer is permitted to install and use the Software. For consumer Customers, Territory shall mean worldwide. Territory expressly excludes any U.S. embargoed countries and countries where Customer is prohibited from using the Software or related Services. For resellers, Territory shall be as defined in the reseller agreement or partner connection agreement between such resellers and DPB. For customers enrolled in a volume licensing program, Territory shall be as defined in the applicable program terms (such as the Volume Incentive Plan Terms and Conditions). Any territory definition in such reseller agreement or program terms shall supersede the definition stated in this agreement.

2. Software License; Membership.

2.1 Software License. This Section 2.1 applies to Customers who have purchased a license to the Software but have not purchased a membership-based license or service (as described in Section 2.2).

2.1.1 License Grant. Subject to Customer's continuous compliance with this agreement and payment of the applicable license fees, DPB grants Customer a non-exclusive and limited license to install and use the Software: (a) in the Territory, (b) during the term of such license ("License Term"), (c) within the scope of the License Type and on the Permitted Number of Customer's Compatible Computers as specified in the Documentation, and (d) in a manner consistent with the terms of this agreement and applicable Documentation. Unless otherwise defined in this agreement, in the applicable Documentation, or at the time of purchase, License Term shall be perpetual. Upon the expiration or termination of the License Term, some or all of the Software may cease to operate without prior notice. Upon expiration or termination of the License Term, Customer may not use the Software unless Customer has renewed the license. The license granted herein is supplemented by specific provisions in Section 16 as related to the use of certain applicable products and components that may be included in the Software.

2.1.2 License Types.

2.1.2.1 Non-Serialized Software. The Software, or portions of the Software, that are provided without a serial number during the License Term may only be installed and used on any number of Compatible Computers as part of an organizational deployment plan during the License Term for demonstration, evaluation, and training purposes only, and only if any Output Files or other materials produced through such use are used only for internal, non-commercial, and non-production purposes. THE NON-SERIALIZED SOFTWARE IS PROVIDED "AS-IS". ACCESS TO AND USE OF ANY OUTPUT FILES CREATED WITH SUCH NON-SERIALIZED SOFTWARE IS ENTIRELY AT CUSTOMER'S OWN RISK.

2.1.2.2 Evaluation Software. The Software, or portions of the Software, that are provided with a serial number designated for "evaluation purposes" or other similar designation (such as Software or a serial number supplied as "EVAL" under a separate agreement) ("Evaluation Software") may only be installed and used on Permitted Number of Compatible Computers during the License Term for demonstration, evaluation, and training purposes only, and only if any Output Files or other materials produced through such use are used only for internal, non­ commercial, and non-production purposes. THE EVALUATION SOFTWARE IS PROVIDED "AS IS". ACCESS TO AND USE OF ANY OUTPUT FILES CREATED WITH SUCH EVALUATION SOFTWARE IS ENTIRELY AT CUSTOMER'S OWN RISK.

2.1.2.3 Subscription Edition. For the Software available on a subscription-basis ("Subscription Edition"), Customer may install and use the Subscription Edition only on the Permitted Number of Compatible Computer or websites during the License Term. Subject to the Permitted Number of Computers for the Subscription Edition, DPB may allow Customer to install and use the most recent prior version of the Subscription Edition and the current version of the Subscription Edition on the same Computer during the License Term. Customer agrees that DPB may change the type of Software (such as specific components, versions, platforms, languages, etc.) included in the Subscription Edition at any time and shall not be liable to Customer whatsoever for such change. Ongoing access to a Subscription Edition requires: (a) a recurring Internet connection to activate, renew, and validate the license, (b) DPB or its authorized reseller's receipt of recurring subscription payments, and (c) Customer's agreement to subscription terms and other additional terms and conditions at the time of purchase. If DPB does not receive the recurring subscription or other payments or cannot validate the license periodically, then the Software may become inactive without additional notice until DPB receives the payment or validates the license.

2.1.3 Server Use.

2.1.3.1 Except as otherwise permitted in the Documentation and subject to license restrictions stated in this agreement, Customer shall not install the Software on a Server. If permitted in such Documentation, then Customer may install the Software on a Server for the purpose of allowing an individual from a Computer within the same Internal Network ("Network User") to access and use the Software. If expressly permitted by DPB, "Internal Network" may include web hosting services with dedicated physical server space and restricted access to only Customer.

2.1.3.2 For clarification and without limitation, the foregoing does not permit Customer to install or access (either directly or through commands, data, or instructions) the Software: (a) from or to a Computer not part of Customer's Internal Network; (b) for enabling web hosted workgroups or web hosted services available to the public; (c) by any individual or entity to use, download, copy, or otherwise benefit from the functionality of the Software unless licensed to do so by DPB; (d) as a component of a system, workflow or service accessible by more than the Permitted Number of users; or (e) for operations not initiated by an individual user (e.g., automated server processing).

2.2 Membership. This Section 2.2 applies to Customers who have purchased a membership-based license or service (collectively, "Membership").

2.2.1 DPB Online Services Related to the Membership. Subject to Customer's continuous compliance with this agreement and payment of the applicable membership fees, if any, DPB grants Customer a non-exclusive, Territory-wide, and limited right to access and use the Software and related DPB Online Service (as further described in Section 16.4.1) as part of the Membership, subject to the terms stated in this agreement and the Additional Terms of Use (as the term is defined in Section 14.1.3 below).

2.2.2 Software License Related to the Membership. Subject to Customer's continuous compliance with this agreement and payment of the applicable membership fees, if any, DPB grants Customer a non-exclusive and limited license to install and use the Software: (a) in the Territory, (b) during the period that the Membership is current and active ("Membership Term"), and (c) in a manner consistent with the terms of this agreement and applicable Documentation. Upon the expiration or termination of the Membership Term, (x) some or all of the Software may cease to operate without prior notice and (y) Customer may not use the Software unless Customer has renewed the membership. All terms related to the specific Software as stated in this agreement shall remain effective and continue to apply to Customer and its use of such Software.

2.2.3 Restrictions. Customer agrees to the following additional terms and restrictions related to the Membership:

(a) DPB may change the type of Software (such as specific products, components, versions, platforms, languages, etc.) included in the Membership at any time and shall not be liable to Customer whatsoever for such change; (b) Customer may be required to connect to the Internet and log in at any time during the Membership Term; (c) Software may automatically connect to the Internet to verify Customer's Membership without notice at any time; and (d) Customer may not enable or allow others to use the Software as Customer.

2.3 Content Files. Unless stated otherwise in files, Documentation, or other license(s) associated with the Content Files, Customer may use, display, modify, reproduce, and distribute any of the Content Files. However, Customer may not distribute the Content Files on a stand-alone basis (i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed), and Customer may not claim any trademark rights in the Content Files or derivative works thereof. Nothing stated herein shall affect the ownership of the Software as stated in Section 3.

2.4 Programming Languages. The Software may include portions of several programming languages. Subject to the restrictions contained in this Section 2, DPB grants to Customer a nonexclusive, nontransferable, royalty-free license to use the items in the output of their software only for the purpose of internal development of application programs designed to function with DPB products. Except as expressly provided in this Section 2.5, no portions of the software may be modified or distributed. Customer agrees to indemnify, hold harmless, and defend DPB from and against any loss, damage, claims, or lawsuits, including attorney's fees, that arise or result from such distribution.

2.5 Documentation Copies. Customer may make no more than a reasonable number of copies of the Documentation for Customer's own internal use in connection with use of the Software.

3. Intellectual Property Ownership.

The Software and any authorized copies that Customer makes are the intellectual property of and are owned by DPB Marketing and Advertising, LLC and its suppliers. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of DPB and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant Customer any intellectual property rights in the Software. All rights not expressly granted are reserved by DPB and its suppliers.

4. Restrictions and Requirements.

4.1 Proprietary Notices. Any permitted copy of the Software (including without limitation Documentation) that Customer makes must contain the same copyright and other proprietary notices that appear on or in the Software.

4.2 Use Obligations. Customer agrees that it will not use the Software other than as permitted by this agreement and that it will not use the Software in a manner inconsistent with its design or Documentation.

4.3 No Modifications. Except as expressly permitted in Sections 2 or 16, Customer may not modify, port, adapt, or translate the Software.

4.4 No Reverse Engineering. Except as otherwise expressly permitted in Section 16.1, Customer will not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.

4.5 No Unbundling. The Software may include various applications and components, may allow access to different DPB Online Services, may support multiple platforms and languages, and may be provided to Customer on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to Customer as a single product to be used as a single product on Computers as permitted herein. Customer is not required to install all component parts of the Software, but Customer may not unbundle the component parts of the Software for use on different Computers.

4.6 No Transfer.

4.6.1 CUSTOMER WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER ITS RIGHTS IN THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, SOFTWARE OBTAINED THROUGH A WEB DOWNLOAD), OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN.

4.6.2 If the Software requires recurring activation or registration and DPB grants Customer's request to be exempted from the requirement of such recurring activation or registration, then in addition to the restrictions set forth in the Activation Terms (as defined in Section 14.3), then the right to permanently transfer shall terminate immediately upon the grant of such request.

4.6.3 Customer may only transfer all its rights to use the Software to another individual or legal entity residing within the same country as Customer, unless otherwise permitted by applicable laws.

4.7 No Service Bureau. Customer will not use or offer the Software on a service bureau basis.

4.8 erritory. Customer shall only use the Software and access the DPB Online Services in the Territory and in a manner consistent with how the software is intended. Notwithstanding anything stated to the contrary, for Customer who purchases a license with Permitted Number greater than 1 (or more than 1 copy of the Software), Customer must install or deploy the Software in the country where Customer purchases the license unless otherwise permitted in an DPB volume licensing program. DPB may terminate the license granted herein or suspend the Membership or access to the DPB Online Services if DPB determines that Customer is using the Software or DPB Online Services in violation of this Section.

4.9 No Circumvention. Customer may not (a) use any element of the Software to circumvent technological measures intended to control access to the Software or (b) develop or distribute products that are designed to circumvent such technological measures.

5. Updates.

If the Software is an Update to a prior version of DPB software (the "Prior Version"), then Customer's use of this Update is conditional upon its retention of the Prior Version. Therefore, if Customer validly transfers this Update pursuant to Section 4.6, the Customer must transfer the Prior Version along with it. If Customer wishes to use this Update in addition to the Prior Version, then Customer may only do so on the same Computer on which it has installed and is using the Prior Version. Any obligations that DPB may have to support Prior Versions during the License Term may end upon the availability of this Update. No other use of the Update is permitted. Additional Updates may be licensed to Customer by DPB with additional or different terms.

6. Limited Warranty.

Except as otherwise stated in a separate agreement between DPB and a Software licensee, DPB warrants to the individual or entity who first purchases a license for the Software that the Software will perform substantially for a thirty (30) day period following delivery of the Software ("Warranty Period") when used in an appropriate-as-designed manner. Non-substantial variation of performance from the user manual does not establish a warranty right. This limited warranty does not apply to the following, which are made available AS-IS and without warranty from DPB: (i) patches; (ii) Pre-release Software, trial, starter, evaluation, product sampler, Evaluation Software, and not-for-resale copies of the Software; (iii) websites, DPB Online Services; and Third Party Online Services.

All warranty claims must be made, along with proof of purchase, to the DPB Customer Support Department within such Warranty Period. The entire liability of DPB and its affiliates related to such warranty claim and Customer's sole and exclusive remedy under any warranty will be limited to either, at DPB's option, support of the Software based on the warranty claim, replacement of the Software, or, if support or replacement is not practicable at DPB's determination, refund of a portion of the license fees not to exceed 40% received for the Software (if any). Customer shall only request refunds from the vendor who sold Customer the Software.

7. Disclaimer.

THE LIMITED WARRANTY IN SECTION 6 IS THE ONLY WARRANTIES AND EXCLUSIVE REMEDIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, DPB, ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES (DEFINED BELOW) DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, THE SOFTWARE AND ACCESS TO ANY WEBSITES, DPB OR THIRD-PARTY ONLINE SERVICES, AND CERTIFICATE AUTHORITY SERVICES ARE PROVIDED AS-IS AND WITH ALL FAULTS. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. CUSTOMER MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. DPB DOES NOT SEEK TO LIMIT CUSTOMER'S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. The provisions of Sections 7 and Section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this agreement.

8. Limitation of Liability.

DEXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY DPB ABOVE, DPB, ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF AN DPB REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, DPB'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. DPB is acting on behalf of its affiliates, suppliers, and Certificate Authorities for the purpose of disclaiming, excluding and limiting obligations, warranties, and liability, but in no other respects and for no other purpose.

THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN CUSTOMER'S JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS. CUSTOMER MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. DPB DOES NOT SEEK TO LIMIT ITS WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW, BUT SHALL CONFORM TO THE MINIMIM REQUIREMENT FOR SUCH JURISDICTION. SEE SECTION 17 FOR JURISDICTION-SPECIFIC STATEMENTS.

9. Export Rules.

Customer acknowledges that the Software is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the "Export Laws") and that Customer will comply with the Export Laws. Customer will not ship, transfer, export, or re-export the Software, directly or indirectly, to: (a) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an "Embargoed Country"); (b) any end user whom Customer knows or has reason to know will utilize them in the design, development, or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a "Prohibited Use"); or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a "Sanctioned Party"). In addition, Customer is responsible for complying with any local laws in Customer's jurisdiction which may impact Customer's right to import, export or use the Software. Customer represents and warrants that (i) Customer is not a citizen of, or located within, an Embargoed Country, (ii) Customer will not use the Software for a Prohibited Use, and (iii) Customer is not a Sanctioned Party. All rights to use the Software are granted on condition that such rights are forfeited if Customer fails to comply with the terms of this agreement. If DPB has knowledge that a violation has occurred, DPB may be prohibited from providing maintenance and support for the Software.

10. Governing Law.

10.1 North America. If Customer resides (or headquarters, if Customer is a business) in North America, then this agreement shall be governed by and construed pursuant to the laws of Indiana, U.S.A. regardless of conflict of laws principles. Customer irrevocably consents to the exclusive jurisdiction and venue of the courts in Lake County, Indiana.

10.2 Rest of the World. If Customer does not reside in any of the countries stated in Sections 10.1 above, then this agreement shall be governed by and construed pursuant to the laws of Indiana, U.S.A. regardless of conflict of laws principles. Customer irrevocably consents to the exclusive jurisdiction and venue of the courts in Lake County, Indiana, U.S.A.

10.3 Notwithstanding any provision in this agreement, DPB or Customer may request any judicial, administrative, or other authority to order any provisional or conservatory measure, including injunctive relief, specific performance, or other equitable relief, prior to the institution of legal or arbitration proceedings, or during the proceedings, for the preservation of its rights and interests or to enforce specific terms that are suitable for provisional remedies. This agreement will not be governed by the following, the application of which is hereby expressly excluded: (x) the conflict of law rules of any jurisdiction, (y) the United Nations Convention on Contracts for the International Sale of Goods, and (z) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction.

11. General Provisions.

DPB may terminate this agreement if Customer materially breaches any term contained in this agreement. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms. This agreement may only be modified in writing, signed by an authorized officer of DPB. The English version of this agreement will be the version used when interpreting or construing this agreement. This is the entire agreement between DPB and Customer relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.

12. Notice to U.S. Government End Users.

12.1 U.S. Government Licensing of DPB Technology. Customer agrees that when licensing DPB Software for acquisition by the U.S. Government, or any contractor therefore, Customer will license consistent with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227.7202-1 and 227.7202-4 (for the Department of Defense). For U.S. Government End Users, DPB agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through

60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference into this agreement.

12.2 Commercial Items. For U.S. Government End Users, Software is a "Commercial ltem(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

13. Compliance with Licenses.

If Customer is a business, company, or organization, Customer agrees that, in addition to any license compliance checking performed by the Software, DPB or its authorized representative have the right, no more than once every twelve (12) months, upon seven (7) business days' prior notice to Customer, to inspect Customer's records, systems, and facilities to verify that its installation and use of any and all DPB software or service is in conformity with its valid licenses from DPB. For example, DPB has the right to those of Customer's records useful to determine whether installations of the Software have been serialized, and Customer shall provide such records to DPB promptly upon request by DPB. Additionally, Customer shall provide DPB with all records and information requested by DPB in order to verify that its installation and use of any and all DPB software is in conformity with its valid licenses from DPB within thirty (30) days of DPB's request. If the verification discloses a shortfall in licenses for the Software or Membership, Customer shall immediately acquire any necessary licenses, memberships, and any applicable back maintenance and support.

14. Internet Connectivity and Privacy.

14.1 Automatic Connections to the Internet. The Software may cause Customer's Computer, without notice, to automatically connect to the Internet and to communicate with an DPB website or DPB domain for purposes such as validating Software license and providing Customer with additional information, features, or functionality. The DPB Online Privacy Policy ("Privacy Policy"), governs such connection and communication. Specifically:

14.1.1 Pursuant to the Privacy Policy, DPB may (a) track website visits through the use of cookies, web beacons, and similar devices and (b) collect and transmit Customer information.

14.1.2 As permitted by applicable law or as consented to by Customer, DPB may (a) send Customer transactional messages to facilitate the DPB Online Service or the activation or registration of the Software or DPB Online Service or (b) deliver in-product marketing to provide information about the Software and other DPB products and Services using information including, but not limited to, platform version, version of the Software, license status, and language.

14.2 Updating. The Software may cause Customer's Computer, without additional notice, to automatically connect to the Internet (intermittently or on a regular basis) to (a) check for Updates that are available for download to and installation on the Computer and (b) notify DPB of the results of installation attempts.

14.3 Activation. The Software may require Customer to (a) obtain an DPB ID or Account, (b) activate or reactivate the Software, including activation of certain components or features, (c) register the software, or (d) validate the Membership. Such requirement may cause Customer's Computer to connect to the Internet without notice on install, on launch, and on a regular basis thereafter. Once connected, the Software will collect and transmit information to DPB. Software or Customer may also receive information from DPB related to Customer's license, subscription, or Membership. DPB may use such information to detect or prevent fraudulent or unauthorized use not in accordance with a valid license, subscription, or Membership. Failure to activate or register the Software, validate the subscription or Membership, or a determination by DPB of fraudulent or unauthorized use of the Software may result in reduced functionality, inoperability of the Software, or a termination or suspension of the subscription or Membership.

14.4 Deactivation. Customer may deactivate and uninstall the Software from its Computer in order to install and activate the Software on another Computer in accordance with this agreement ("Deactivation"). Deactivation requires Internet connectivity.

14.5 Use of Online Services. The Software may cause Customer's Computer, without additional notice and on an intermittent or regular basis, to automatically connect to the Internet to facilitate Customer's access to content and services that are provided by DPB or third parties as further described in Section 16.4 (Online Services). In addition, the Software may, without additional notice, automatically connect to the Internet to update downloadable materials from these online services so as to provide immediate availability of these services even when Customer is offline. If Customer accesses an DPB Online Service (as defined in Section 16.4 below), then additional information such as Customer's DPB ID, user name, and password may be transmitted to and stored by DPB pursuant to the Privacy Policy.

14.6 Digital Certificates. The Software may use digital certificates (as described in Section 16.5) to help Customer identify downloaded files (e.g., applications and content) and the publishers of those files. Customer's Computer may connect to the Internet at the time of validation of a digital certificate.

15. Settings Manager.

The Software Settings section permits Customer to modify such settings.

16.Peer-to-Peer Communications.

The Software may use Customer's connection to a local area network, without additional notice, to automatically connect to other DPB software and, in doing so, may indicate on the local area network that it is available for communication with other DPB software. These connections may transmit the IP Address of Customer's connection to the local network.

17. Specific Provisions and Exceptions.

This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, the terms stated in this section will supersede such other term or condition.

17.1 No Prejudice; European Economic Area Provisions; Australia Mandatory Notice.

117.1.1 This agreement will not prejudice the statutory rights of any party, including those dealing as consumers. For example, for consumers in New Zealand who obtain the Software for personal, domestic, or household use (not business purposes), this agreement is subject to the Consumer Guarantees Act.

17.1.2 If Customer obtained the Software in the European Economic Area (EEA), Customer usually resides in the EEA and Customer is a consumer (that is its use of the Software is for personal, non-business related purposes), then Section 6 (Limited Warranty) does not apply to Customer's purchase and use of the Software. Non substantial variation from the agreed upon functionalities will not establish any warranty rights. THIS WARRANTY DOES NOT APPLY TO SOFTWARE THAT CUSTOMER USES ON A PRE-RELEASE, TRYOUT, STARTER, OR PRODUCT SAMPLER BASIS, OR TO THE EXTENT THE SOFTWARE FAILS TO PERFORM BECAUSE IT HAS BEEN ALTERED BY CUSTOMER.

Please note that the provisions of Section 8 (Limitation of Liability) will continue to apply to any damages claims Customer makes in respect of its use of the Software.

17.1.3 Nothing included in this agreement (including Section 4.4) shall limit any non-waivable right to decompile the Software that Customer may enjoy under applicable law. For example, if Customer is located in the European Union (EU), Customer may have the right upon certain conditions specified in the applicable law to decompile the Software if it is necessary to do so in order to achieve interoperability of the Software with another software program and DPB has not made such information available, under such circumstance, Customer must first ask DPB in writing to provide the information necessary to achieve such operability. In addition, such decompilation may only be performed by Customer or someone else entitled to use a copy of the Software on Customer's behalf. DPB has the right to impose reasonable conditions before providing such information. Any information supplied by DPB or obtained by Customer, as permitted hereunder, may only be used by Customer for the purpose described herein and may not be disclosed to any third party or used to create any software that is substantially similar to the expression of the Software or used for any other act that infringes the copyright of DPB or its licensors.

17.2 Pre-release Software Additional Terms. If the Software is pre-commercial release or beta software ("Pre­ release Software"), then this section applies. The Pre-release Software does not represent final product from DPB, and may contain bugs, errors, and other problems that could cause system or other failures and data loss. DPB may never commercially release the Pre-release Software. If Customer received the Pre-release Software pursuant to a separate written agreement, such as the DPB Systems Incorporated License Agreement for Pre­ release Software, then Customer's use of the Software is also governed by such agreement. Customer will promptly return or destroy all copies of Pre-release Software upon the earlier of DPB's request or upon DPB's commercial release of such Software. CUSTOMER'S USE OF PRE-RELEASE SOFTWARE IS AT ITS OWN RISK. SEE SECTIONS 6 AND 8 FOR LIMITED WARRANTY AND LIABILITY LIMITATIONS RELATED TO PRE­ RELEASE SOFTWARE.

17.3 Online Services.

17.3.1 Provided by DPB. The Software facilitates Customer's access to content and various services that are hosted on websites maintained by DPB or its affiliates ("DPB Online Services. In some cases an DPB Online Service might appear as a feature or extension within the Software even though it is hosted on a website. Access to an DPB Online Service may require Customer to activate the Software, obtain an DPB ID, consent to Additional Terms of Use, or require a separate fee in order to access such DPB Online Services. DPB Online Services might not be available in all languages or to residents of all countries and DPB may, at any time and for any reason, modify or discontinue the availability of any DPB Online Service. DPB also reserves the right to begin charging a fee for access to or use of an DPB Online Service that was previously offered at no charge.

17.3.2 Provided by Third Parties. The Software may facilitate Customer's access to websites maintained by third parties offering goods, information, software, and services ("Third-Party Online Services"). Customer's access to and use of any Third-Party Online Service is governed by the terms, conditions, disclaimers, and notices found on such site or otherwise associated with such Third-Party Online Services. DPB does not control, endorse, or accept responsibility for such Third-Party Online Services. Any dealings between Customer and any third party in connection with a Third-Party Online Service are solely between Customer and such third party. Third-Party Online Services might not be available in all languages or to residents of all countries and DPB may, at any time and for any reason, modify or discontinue the availability of any Third-Party Online Service.

17.3.3 EXCEPT AS EXPRESSLY AGREED BY DPB OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, CUSTOMER'S USE OF DPB ONLINE SERVICES AND THIRD PARTY ONLINE SERVICES IS AT ITS OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 7 AND 8.

17.4 Digital Certificates.

17.4.1 Use. Digital certificates are issued by third party certificate authorities.

17.4.2 Terms and Conditions. Purchase, use, and reliance upon digital certificates is the responsibility of Customer and a Certificate Authority. Before Customer relies upon any certified document, digital signature, or Certificate Authority services, Customer should review the applicable terms and conditions under which the relevant Certificate Authority provides services, including, for example, any subscriber agreements, relying party agreements, certificate policies, and practice statements.

17.4.3 Acknowledgement. Customer agrees that (a) the Software, due to configuration or external issues, might show a signature as valid despite the fact a digital certificate may have been revoked or expired prior to the time of verification; (b) the security or integrity of a digital certificate may be compromised due to an act or omission by the signer of the document, the applicable Certificate Authority, or any other third party; and (c) a certificate may be a self-signed certificate not provided by a Certificate Authority. CUSTOMER IS SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE. UNLESS A SEPARATE WRITTEN WARRANTY IS PROVIDED TO CUSTOMER BY A CERTIFICATE AUTHORITY, CUSTOMER'S USE OF DIGITAL CERTIFICATES IS AT ITS SOLE RISK.

17.4.4 Third-Party Beneficiaries. Customer agrees that any Certificate Authority which the Customer relies upon is a third-party beneficiary of this agreement and shall have the right to enforce this agreement in its own name as if it were DPB.

17.4.5 Indemnity. Customer agrees to hold DPB and any applicable Certificate Authority (except as expressly provided in its terms and conditions) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys' fees) arising out of or relating to Customer's use of, or any reliance on, any service of such authority, including, without limitation: (a) reliance on an expired or revoked certificate; (b) improper verification of a certificate, (c) use of a certificate other than as permitted by any applicable terms and conditions, this agreement or applicable law; (d) failure to exercise reasonable judgment under the circumstances in relying on issuer services or certificates; or (e) failure to perform any of the obligations as required in the terms and conditions related to the services.

17.5 Apple. If the Software is downloaded from the Apple iTunes Application Store ("App"), then Customer acknowledges and agrees to the following additional terms: (a) Apple has no liability for the App and its content;

(b) Customer's use of the App is limited to a non-transferable license to use the App on any iPhone, iPad or iPod Touch that Customer owns or controls as allowed by the Application

Store Terms of Service; (c) Apple has no obligation whatsoever to furnish any maintenance and support services for the App; (d) to the extent permitted by applicable law, Apple has no warranty obligation to the App; (e) Apple is not liable for any claims relating to the App or Customer's possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal requirement; and (iii) consumer protection claims; (f) Apple is not liable for any third-party claims that the App infringes a third party's intellectual property rights; and (g) Apple and its subsidiaries are third party beneficiaries of this agreement with respect to any such App, and that Apple will have the right to enforce the Agreement against Customer as a third party beneficiary.