Thank you for selecting Zoniac Swift software (the "Software"). This license agreement (the "Agreement") is a legal agreement between the Licensee, a single legal entity identified in the registration process provided as part of the start-up interview ("Licensee", "you"), and Zoniac Inc. ("Zoniac," "we", "our" or "us"). This Agreement also includes the terms and conditions for Zoniac SMTP Service. If you subscribe to Zoniac SMTP Service, when you accept this Agreement, you also accept the terms and conditions for Zoniac SMTP Service. This Agreement governs Licensee's and its Agents" (defined below) access to and use of the Software. Licensee must accept the terms of this License Agreement before accessing or otherwise using such Software or any of the services that may be provided by Zoniac under this License Agreement ("Services"). To access and use the Software and Services, Licensee must have access to the Internet. By clicking "ACCEPT", Licensee indicates that it has read and understood, and assents to be bound by, the terms of this Agreement. If the person clicking on the "ACCEPT" button is an individual working for Licensee ("Agent"), such person is agreeing to the terms and conditions of this Agreement on behalf of Licensee and certifies that he/she is an Agent of Licensee and has all necessary authority to act on Licensee's behalf, including to bind Licensee to the terms and conditions of this Agreement. If Licensee does not agree to the terms of the Agreement, Licensee is not granted any rights whatsoever in the Software. If Licensee is not willing to be bound by these terms and conditions, Licensee should not click on the "ACCEPT" button, and may not access or otherwise use the Software or Services. 1. LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, Zoniac grants Licensee a personal, limited, non-exclusive, non-transferable license, during the initial term of the subscription and any Renewal Term (as defined in Section 3), to electronically access and use the Software solely to manage Licensee's business data and solely by such number of authorized users for which the applicable licensee fee has been paid by Licensee. In addition to the Zoniac Swift software, the term "Software" includes any other programs, tools, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Zoniac provides or makes available to you. You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other Zoniac systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the Zoniac Online site; (iii) permit any third party to benefit from the use or functionality of the Software or Services via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to Licensee under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software or Services, prevent access to or the use of the Software or Services by Zoniac's other licensees or customers, or impose an unreasonable or disproportionately large load on Zoniac's infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1. 2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold. Zoniac reserves all rights not expressly granted to Licensee in this Agreement. The Software is protected by copyright, trade secret and other intellectual property rights. Zoniac owns all right, title and interest in and to the Software and all intellectual property rights therein. This Agreement does not grant Licensee any rights to trademarks or service marks of Zoniac. 3. SUBSCRIPTION. The Software is licensed on a monthly or yearly subscription basis, as selected by Licensee or its agent. The Software will be deemed accepted by Licensee upon acceptance of this Agreement for trial versions of the Software and upon acceptance of this Agreement and payment of the subscription fee for paid for versions of the Software. Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after Zoniac receives and processes all the information, requested by the start-up interview form; and (ii) for paid for versions after your acceptance of this Agreement and after Zoniac receives and processes all the information, including the credit card or bank account information requested by the start-up interview form. Licensee or its agent completing the start-up interview form must have a valid credit card or a valid debit card with a Visa or MasterCard logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain access to the Software. The payment information Licensee or its agent provides must be accurate and complete, and Licensee agrees to notify us promptly of any change in the payment information. When Licensee subscribes and provides payment information, Licensee's or its Agent's (as applicable) Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then-current subscription rate to maintain access to the Software. 3.1 Termination by Licensee. Licensee may notify Zoniac to cancel the subscription prior to the beginning of each Renewal Term. Licensee's rights to use the Software may be terminated by Zoniac immediately and without notice if Zoniac is unable to debit Licensee's or its agent's Card in accordance with this Agreement. 4. REGISTRATION DATA. Licensee must register to use the Software and Services and (i) provide true, accurate, current and complete information about Licensee as prompted by the start-up interview sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If Licensee provides any Registration Data that is inaccurate, not current or incomplete, or Zoniac has reasonable grounds to suspect is inaccurate, not current or incomplete, Zoniac may, in its sole discretion, suspend or terminate Licensee's account and refuse any and all current or future access to and use of the Software or Services (or any portion thereof). 5. LICENSEE ACCESS INFORMATION AND ACCOUNT DATA. Licensee is solely responsible for (i) maintaining the confidentiality and security of Licensee's access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Licensee to access the Software, Services and Licensee's financial institution accounts (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that Licensee stores or uses in or with the Software and Services (collectively, " Account Data"). Licensee is responsible for providing access and assigning passwords to system administrators and other authorized users under Licensee's account for the Software and Services, and ensuring that such system administrators and authorized users comply with this Agreement. Licensee will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data ("Communications") entered using the Licensee Access Information. Zoniac assumes that any Communications it receives through use of the Licensee Access Information were sent or authorized by Licensee. Licensee agrees to immediately notify Zoniac if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. Zoniac reserves the right to deny Licensee access to the Software or Services (or any part thereof) if Zoniac reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred. Licensee must inform Zoniac of, and hereby grants to Zoniac permission to use, Licensee Access Information to enable Zoniac to provide the Services to Licensee, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services Zoniac may provide to Licensee in the future. 6. PERMITTED DISCLOSURES. Licensee acknowledges and agrees that in order to provide Licensee with access to and use of the Software and Services, Zoniac may provide Licensee Access Information and Account Data to (i) Licensee's employee or agent who is identified in the Registration Data as the current system administrator for the Licensee's account (the "Current Administrator"), (ii) such other Licensee employee or agent who may be designated by Licensee as a replacement administrator for the Licensee's account by following the procedures required by Zoniac to effectuate such replacement, and (iii) any other person identified as an authorized user of the Software in the set-up interview form or in any subsequent communication to Zoniac (collectively, "Information Recipients"). 7. FINANCIAL INSTITUTION SERVICES. 7.1. General. In connection with Licensee's use of the Software and as part of the functionality of the Software, Licensee may have access to certain online services that may be made available by Licensee's financial institutions ("FI Services"), including online banking, online payment, online investment account download, online bill pay, and online trading. The Software is designed to allow Licensee to access participating FI Services (if and to the extent provided by Licensee's financial institutions) to set up banking information, allow the Software to access Licensee's account(s), download transactions into the Software and otherwise aggregate information from Licensee's account(s) with Licensee's financial institutions. Licensee acknowledges and agrees that Zoniac has no control over the FI Services or access to the FI Services by Licensee's financial institutions, does not guarantee that Licensee will be able to use the Software with the FI Services, and will have no liability whatsoever for any actions or inactions on the part of the financial institutions resulting in Licensee's inability to use the Software to access Licensee's accounts, obtain data, download transactions, or otherwise use or access the FI Services. 7.2 Collection of Financial Institution Account Data. Licensee acknowledges that in accessing the FI Services through the Software, Licensee's financial institution account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in Licensee's account(s) with such financial institution(s) such as bank balances, credit card charges, debits and deposits (collectively, "FI Account Data"), may be collected and stored in the Software depending upon your financial institution and type of account. Licensee authorizes Zoniac, in conjunction with Zoniac's operation and hosting of the Software, to (i) collect Licensee's FI Account Data, (ii) reformat and manipulate such FI Account Data, (iii) create and provide hypertext links to Licensee's financial institutions, (iv) access the financial institutions" websites using Licensee's FI Account Data, and (v) take such other actions as are reasonably necessary to perform the actions described in (i) through (iv). Licensee hereby represents that Licensee is the legal owner of Licensee's FI Account Data and that Licensee has the authority to appoint, and hereby expressly does appoint, Zoniac as Licensee's agent with limited power of attorney to access and retrieve Licensee's FI Account Data on Licensee's behalf. Licensee further acknowledges that Zoniac does not review Licensee's FI Account Data and agrees that Zoniac is not responsible for its completeness or accuracy. Any transactions or informational activities performed at any financial institution's website are not made through the Software and Zoniac assumes no responsibility for such transactions or activities. Licensee is solely responsible for any charges associated with Licensee's financial institutions. 7.3 Information from Financial Institutions" Websites. Licensee acknowledges and agrees that (i) some financial institutions may not allow the Software to access the FI Services, (ii) financial institutions may make changes to their websites, with or without notice to us, that may affect overall performance of the Services and prevent or delay aggregation of information from such websites, and (iii) the Software "refreshes" the Zoniac Account Data by collecting the FI Account Data automatically or manually (depending on your financial institution or any changes by you that may require an update, so Licensee's most recent transactions may not always be reflected in any account balances or other account information presented to Licensee in the Software. If Licensee sees a discrepancy in Zoniac Account Data, and in any case before making any transactions or decisions based on such account information presented in the Software, Licensee should check the last refresh date for the account and confirm the Account Data and manually update such data as necessary. 8. SOFTWARE USE, STORAGE AND ACCESS. Zoniac shall have the right, in its sole discretion and with reasonable notice posted on the Zoniac Online site and/or sent to Licensee at the Current Administrator's email address provided in the Registration Data, to revise, update, or otherwise modify the Services and establish or change limits concerning use of the Software and Services, temporarily or permanently, including but not limited to (i) the amount of storage space Licensee has on the Software at any time, and (ii) the number of times (and the maximum duration for which) Licensee may access the Software in a given period of time. Zoniac reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide Licensee with electronic or written notice within thirty (30) days after such change. Licensee may reject changes by discontinuing use of the Software and Services to which such changes relate. Licensee's continued use of the Software or Services will constitute Licensee's acceptance of and agreement to such changes. For details about our refund policy, please refer to www.Zoniac.com. Zoniac may, from time to time, perform maintenance upon the Software or Services resulting in interrupted service, delays or errors in the Software or Services. Zoniac will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided. 9. PRIVACY. For details about Zoniac's privacy policies, please refer to the Zoniac Privacy Statement, accessible via the Zoniac Online home page. Licensee agrees to the terms and conditions of the Zoniac Privacy Statement, as it may be amended from time to time, which is incorporated herein by reference. 10. FEEDBACK. Zoniac may provide Licensee with a mechanism to provide feedback, suggestions and ideas about the Software, Services or other Zoniac online products and services ("Feedback"). Licensee agrees that Zoniac may, in its sole discretion, use the Feedback in any way, including in future modifications of the Software, Services, multimedia works and/or advertising and promotional materials relating thereto. Licensee hereby grants Zoniac a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute and display for any purpose any information Licensee provides to Zoniac in the Feedback. 11. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZONIAC AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. ZONIAC DOES NOT WARRANT THAT SOFTWARE OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS. ZONIAC ATTEMPTS TO ENSURE THAT THE ZONIAC ACCOUNT DATA STORED ON ZONIAC"S SERVERS IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SOFTWARE OR SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE SOFTWARE IS DESIGNED TO SUPPORT USERS WHOSE PRINCIPAL PLACE OF BUSINESS IS WITHIN THE UNITED STATES OF AMERICA AND ITS TERRITORIES, AND ZONIAC DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, THAT THE SOFTWARE WILL OPERATE TO SUPPORT USERS WHOSE PLACE OF BUSINESS IS OUTSIDE THE UNITED STATES OF AMERICA. THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT ZONIAC AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. ZONIAC EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT LICENSEE"S USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE"S USE OF THIS SOFTWARE, SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS LICENSEE"S RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT LICENSEE AND LICENSEE"S BUSINESS. 12. LIMITATION OF LIABILITY. THE ENTIRE CUMULATIVE LIABILITY OF ZONIAC AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE TO ZONIAC FOR THE SOFTWARE OR SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZONIAC AND ITS SUPPLIERS DISCLAIM AND SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATIONS FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LICENSEE"S INABILITY TO ACCESS LICENSEE"S ZONIAC ACCOUNT DATA FOR WHATEVER REASON, LOSS OF PROFITS OR INVESTMENT, GOODWILL, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ZONIAC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL ZONIAC BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF LICENSEE"S RECEIPT OF OR PARTICIPATION IN ANY THIRD PARTY SERVICES, THIRD PARTY WEBSITES, OR FI SERVICES. IN NO EVENT DOES ZONIAC ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN LICENSEE ARISING OUT OF LICENSEE"S USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. IN ADDITION, ZONIAC SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DISCLOSURES BY ZONIAC TO ANY INFORMATION RECIPIENT IN ACCORDANCE WITH SECTION 6 HEREOF OR ANY USE OF THE LICENSEE ACCESS INFORMATION OR ZONIAC ACCOUNT DATA BY THE INFORMATION RECIPIENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZONIAC AND LICENSEE. ZONIAC WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS. 13. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY ("CONSENT"). i. Consent to Electronic Communications. Zoniac may be required by law to send Electronic Communications (as defined below) to Licensee that may pertain to the Software, the use of information Licensee may submit to Zoniac, and any applicable Services. Licensee agrees that Zoniac may send Electronic Communications to Licensee by email and/or may make Electronic Communications available to Licensee by posting them at one or more of our sponsored websites, such as www.Zoniac.com. Licensee consents to receive these Electronic Communications electronically. The term "Electronic Communications" means any notice, record, agreement, or other type of information that is made available to Licensee or received from Licensee in connection with the Software and any applicable Services. ii. Consenting to Do Business Electronically. The decision whether to do business electronically is Licensee's, and Licensee should consider whether Licensee has the required hardware and software capabilities described below. Licensee's consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Services. iii. Hardware and Software Requirements. In order to access and retain an electronic record of Electronic Communications, Licensee will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "ACCEPT" button, Licensee is confirming to us that Licensee has the means to access, and to print or download, Electronic Communications. iv. Withdrawal of Consent. If Licensee later decides that it does not want to receive future Electronic Communications, it may write to us at Privacy Team Zoniac Inc, 1613 South Main Street, Suit 104, CA 95035 clearly stating the desire to withdraw consent of Electronic Communications. If Licensee withdraws the consent to receive Electronic Communications, we may terminate Licensee's use of the Software or any applicable Services. v. Changes to Email Address. Licensee agrees to notify us promptly of any change in Licensee's email address by emailing us at License@zoniac.com and updating your contact information, including your email address. vi. Printing. Licensee may print any Electronic Communications by using the web browser's print function. 14. AMENDMENT. Zoniac shall have the right, to change or add to the terms of its Agreement at any time, (provided that it is not Zoniac's intent that such change substantially affect the license rights granted to Licensee in Section 1 and for which consideration was paid by Licensee) and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Zoniac determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any Zoniac sponsored web site, including but not limited to www.Zoniac.com. Any use of the Software by Licensee after Zoniac's publication of any such changes shall constitute Licensee's acceptance of this Agreement as modified. 15. TERMINATION. Licensee's rights under this Agreement may be terminated or suspended by Zoniac immediately and without notice if Licensee or any of its authorized users fails to comply with any term or condition of this Agreement or Licensee no longer consents to receive Electronic Communications in accordance with Section 13. Additionally, Zoniac reserves the right (but has no obligation) to delete all Licensee Access Information and Account Data stored on Zoniac's servers if the subscription has been terminated or if Licensee has not renewed a subscription for the Software. Upon termination Licensee must immediately cease using the Software and Services. Any termination of this Agreement shall not affect Zoniac's rights hereunder. Further, Licensee agrees that upon termination of the Agreement as provided in this Section 15 or non-renewal of the subscription by Licensee in accordance with Section 3, Zoniac shall not be liable to Licensee or any third party for any termination of Licensee's access to the Software or deletion of the Licensee Access Information and Zoniac Data. Licensee agrees to defend, indemnify and hold Zoniac harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from Licensee's or any of its authorized users" violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of the Agreement. 16. THIRD PARTY SERVICES. In connection with the Licensee's use of the Software, Licensee may be made aware of services, products, offers and promotions provided by third parties, and not by Zoniac ("Third Party Services"). If Licensee decides to use Third Party Services, Licensee is responsible for reviewing and understanding the terms and conditions governing any Third Party Services. Licensee agrees that the third party, and not Zoniac, is responsible for the performance of the Third Party Services. 17. THIRD PARTY WEBSITES. The Software may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under the control of Zoniac. Zoniac is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Zoniac does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software or Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Zoniac of any information contained in any Third Party Website. In no event will Zoniac be responsible for the information contained in such Third Party Website or for Licensee's use of or inability to use such website. Access to any Third Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of Zoniac. Zoniac is not responsible for such provisions, and expressly disclaims any liability for them. 18. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. \19. MISCELLANEOUS. This Agreement (and any additional terms and conditions with which Zoniac amends or supplements this Agreement) is a complete statement of the agreement between Licensee and Zoniac, and sets forth the entire liability of Zoniac and its Suppliers and Licensee's exclusive remedy with respect to the Software and Services and their use. Licensee agrees that Zoniac is not acting as Licensee's agent or fiduciary in connection with Licensee's use of the Software or any Services. The Suppliers, agents, employees, distributors, and dealers of Zoniac are not authorized to make any additional representations, commitments, or warranties binding on Zoniac. Any waiver of the terms of this Agreement by Zoniac must be in a writing signed by an authorized officer of Zoniac and expressly referencing the applicable provisions of this Agreement. Licensee may not assign any of its rights or delegate any of its duties under this Agreement without Zoniac's prior written consent. Zoniac shall not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Santa Clara County, California or federal court for the Northern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement.

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