GREAT CIRCLE DEVELOPMENT SOFTWARE LICENSE AGREEMENT TERMS AND CONDITIONS IMPORTANT - READ THIS DOCUMENT CAREFULLY: 1. Definitions As used in this document, the following terms have the meanings indicated: 1.1 "Customer" means you or your company who has acquired this license to the Software. 1.2 "Licensor" means the company from whom you or your company acquired this license to the Software and who delivered this copy of the Software to you or your company. If you or your company acquired this license directly from Geodesic, the term Licensor will refer to Geodesic. If you or your company acquired this license directly from an authorized Geodesic product channel partner, the term Licensor will refer to that channel partner. 1.3 "Geodesic" means Geodesic Systems, Inc., the owner of the Great Circle Software product. 1.4 "Software" means the Geodesic Great Circle software product, in machine-readable object code format, in the version(s) and Platform(s) specified in the Software License Order which covers this copy of the Software. The Software consists of Software programs (including libraries of compilable and/or linkable routines), and Software documentation (including user guides, operating documentation and other written materials packaged and delivered with the Software programs). The Software also includes any Updates provided by Licensor as part of Maintenance Support. 1.5 "Software License Order" means the order document executed between Customer and Licensor which covers Customer’s acquisition of this license to the Software. 1.6 "Platform" means a distinct combination of computer hardware architecture, operating system and compiler products supported by the Software. 1.7 "Updates" means revisions, corrections or minor enhancements to the Software, which Licensor provides to customers as part of its product warranty and Maintenance Support obligations and in consideration of the annual Maintenance Support fee paid by customers to Licensor. Updates do not include other Software products which are offered for licensing as separate products by Licensor; versions of the Software licensed by Customer which operate on Platforms not specified in a Software License Order; or upgrade versions of the Software already licensed by Customer for which Licensor generally charges a separate upgrade license fee to its other customers. 1.8 "Error(s)" means defects in the Software programs that cause the programs not to operate in conformance with the Software documentation, and/or inaccuracies in the Software documentation. 1.9 "Maintenance Support" means the hot-line customer service support provided by Licensor to address Errors reported by Customer and any Updates to the Software delivered by Licensor to Customer. 2. Grant of License 2.1 Development License: Licensor grants to Customer a limited, perpetual, nonexclusive, and nontransferable license to: (a) install and use this copy of the Software internally on a PC, workstation and/or server owned or controlled by Customer, for use by the number of internal authorized users covered by the type of license acquired by Customer from Licensor as specified in the Software License Order, solely in connection with the design, development and testing of Customer’s software applications or products. All Customer software development personnel who may directly or indirectly access and use the Software are required to be included in the number of licensed authorized users; (b) install and use the Software only on the Platform(s) specified in the Software License Order; (c) install, access and use the Software at Customer sites located within the United States and Canada; and (d) make one copy of the Software for Customer’s archival or backup purposes. Additional terms and restrictions pertaining to the particular type and scope of license acquired by Customer are specified in the Software License Order. This license is specifically limited to Customer’s internal development use of the Software as defined above. Any requirement by Customer to distribute and deploy Geodesic’s memory management technology as part of its software applications or products may be accomplished by acquiring a deployment license to the separate Geodesic REMIDI Software product under terms and conditions applicable to that product. 2.2 Reservation of Rights: Except as provided above, Customer has no right, title or interest in the Software (or any copies thereof), and Geodesic retains all title and full ownership rights thereto, including, without limitation, to the copyrights, patents, trademarks and trade secrets embodied in the Software. Geodesic reserves all rights not expressly granted to Customer in this Agreement. 3. License Restrictions and Requirements 3.1 Customer agrees that it will not: (a) sell, lease, transfer or distribute the Software to any third party; (b) decompile, disassemble, or reverse engineer the Software (except in jurisdictions where decompilation, disassembly and/or reverse engineering of software programs is authorized as a matter of law); (c) install or use the Software for commercial timesharing, rental, application hosting or service bureau use; or (d) allow access to or use of the Software by any person who is not an authorized licensed user of the Software. 3.2 The licenses granted in Article 2 of this Agreement are subject to the following: (a) Customer will cause all proprietary, confidential and copyright notices, markings and legends contained in or with the Software to be reproduced and displayed in any copies of the Software made pursuant to this Agreement. (b) Customer will incorporate and use Geodesic’s license management technology embedded in the Software programs in all copies of the Software made by Customer. Customer shall not disable, modify or override the Geodesic license management technology in any manner, without Geodesic’s prior written consent. (c) Customer shall not use Geodesic's company or product names, logos or trademarks in any manner, without Geodesic’s prior written consent. 4. Maintenance Support 4.1 For the first ninety (90) days after the effective date of the Software License Order, Maintenance Support will be provided by Licensor to Customer at no charge to Customer. Thereafter, standard Maintenance Support will be provided by Licensor on an annually recurring basis for so long as Customer is in compliance with this Agreement and is current in the payment of all Maintenance Support fees applicable to Customer’s entire Software installation and Licensor continues to provide standard Maintenance Support for the Software generally to its customers. Maintenance Support will automatically renew annually, unless either party provides the other party with a written notice of its decision not to renew Maintenance Support at least ninety (90) days prior to the expiration of the annual Maintenance Support term. 5 Limited Warranty 5.1 Software Warranty: Licensor extends the following Software product warranties to Customer: (a) Licensor warrants that it has the full legal right and authority to enter into this Agreement and license the Software to Customer. (b) Licensor warrants that the Software programs will substantially perform the functions and features described in the Software documentation accompanying the Software programs, for a period of ninety (90) days from the effective date of this Agreement and extending thereafter for as long as renewal Maintenance Support is in effect for the Software. If during this period the Software does not perform as warranted, Licensor shall undertake to correct or replace the Software through the provision of standard Maintenance Support. (c) Licensor warrants to Customer that the media on which the Software is distributed will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the effective date of this Agreement. Licensor will replace any defective media returned to Geodesic within this 90 day period. THE FOREGOING ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF SOFTWARE PRODUCT WARRANTIES. THESE WARRANTIES DO NOT APPLY TO ANY COPY OF THE SOFTWARE WHICH HAS BEEN ALTERED OR SUPPLEMENTED BY A PARTY OTHER THAN GEODESIC. 5.2 Maintenance Support Warranty: Licensor warrants to Customer that the Maintenance Support services provided to Customer with respect to Software Error reporting and resolution will be performed in a professional manner and in accordance with the terms of Licensor’s then-current published Maintenance Support policies and procedures. Licensor does not warrant that it can fix or resolve all Errors. Updates provided to Customer as part of the Maintenance Support deliverables will be covered by the Software warranties described in Section 5.1 above. THE FOREGOING ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF MAINTENANCE SUPPORT WARRANTIES. THESE WARRANTIES DO NOT APPLY TO SOFTWARE WHICH HAS BEEN ALTERED OR SUPPLEMENTED BY A PARTY OTHER THAN GEODESIC. 5.3 EXCEPT AS SET FORTH ABOVE, LICENSOR MAKES NO WARRANTIES, WHETHER EXPRESSED OR IMPLIED, RELATING TO THE SOFTWARE OR MAINTENANCE SUPPORT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR MAINTENANCE SUPPORT WILL BE ERROR-FREE, TIMELY, RELIABLE OR MEET CUSTOMER'S REQUIREMENTS OR THAT THE SOFTWARE WILL WORK WITH CUSTOMER SOFTWARE PRODUCTS. IN ADDITION, LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND MAINTENANCE SUPPORT. 6. Limitation of Liability 6.1 IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE OR THE PROVISION OF MAINTENANCE SUPPORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY UNDER THIS AGREEMENT FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE CUMULATIVE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT FOR THE SOFTWARE OR MAINTENANCE SUPPORT CAUSING THE DAMAGES. 7. Term and Termination 7.1 This Agreement and Software license will remain in effect unless and until terminated in accordance with this Article 7. 7.2 Customer may terminate this license without cause upon thirty (30) days' prior written notice to Licensor. Termination without cause by Customer will not entitle Customer to a refund of any portion of the Software license fees or Maintenance Support fees previously paid to Licensor. 7.3 Licensor may terminate this license with cause upon written notice to Customer, if Customer is in breach of any provision of this document, which breach is not cured within thirty (30) days after Customer receives written notice of such breach. In such event, Customer’s rights to retain and use the Software will automatically terminate, and Customer must discontinue all use of the Software from the effective date of termination and return and/or certify its destruction of all copies of the Software to Licensor. 8. General Provisions 8.1 This license to the Software shall not be assigned, transferred or sublicensed by Customer, in whole or in part, without the prior written consent of Licensor. 8.2 Customer shall comply with all applicable United States, Canadian and other government export control laws and regulations pertaining to authorized export and re-export of the Software. 8.3 This license document will be interpreted and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods are hereby excluded. 8.4 This document and the Software License Order covering this copy of the Software contain the entire agreement between Customer and Licensor with respect to this Software license and supersede all previous representations, understandings, agreements, and purchase orders, either oral or written, between the parties with respect to this matter. This document may not be amended except by a written document signed by authorized representatives of both parties.