This End User License Agreement (“Agreement”) is a binding legal contract between you (either as an individual or a legal entity) and Craig Technical Consulting, Inc. (Craig Technologies or “CTC”), a Delaware corporation with its headquarters at 150 N Sykes Creek Pkwy Suite 200, Merritt Island, FL 32953.  By installing, accessing or using the software and any associated user manuals and other documentation provided by CTC (“Documentation”) and Enhancements (as defined below) provided with this Agreement (collectively, the “Software”) you (also referred to herein as “Licensee”) will be bound by the terms of this Agreement.  If you do not agree to the terms of this Agreement, CTC is not willing to license any right to use or access the Software to you.  In such event, you may not install, access, use or copy the Software. 

APPLICATION ACCESS AND USE LICENSE

The Software is licensed to you, not sold. Except for the limited license granted in this Agreement, CTC and its licensors retain all right, title and interest in the Software, all copies thereof, and all proprietary rights in the Software, including copyrights, patents, trademarks and trade secret rights. 

1. GRANT OF LICENSE.  This Agreement grants you the following rights, as applicable:

License.  During the term of this Agreement, CTC grants you a nonexclusive, nontransferable, revocable (as permitted herein) license to access and use the Software which will be hosted by CTC.  Licensee acknowledges and agrees that CTC may use certain embedded technological and software controls to enforce any applicable license restrictions.

Enhancements.  CTC reserves the right to upgrade, enhance, change or modify the Software at any time in its sole discretion (“Enhancements”). Any Enhancements made available to you by CTC, if any, will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Enhancements. 

Third Party Components.  The Software and future Enhancements may contain certain third party components (“Third Party Components”) which are provided to you under terms and conditions which are different from this Agreement, or which require CTC to provide you with certain notices and/or information. Your use of each Third Party Component which contains or is accompanied by its own license agreement will be subject to the terms and conditions of such other license agreement, and not this Agreement.  Notwithstanding the foregoing, the following terms and conditions apply to all “Third Party Components”: (i) all Third Party Components are provided on an “AS IS” basis; (ii) CTC will not be liable to you or indemnify you for any claims related to the Third Party Components; and (iii) CTC will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Third Party Components.  Your sole and exclusive remedy with regard to any defect, claim, or other dispute relating to the Third Party Components is to cease use of such components.

Intellectual Property Ownership.  The Software contains material that is protected by United States copyright and trade secret law, and by international treaty provisions.  All rights not expressly granted to Licensee under this Agreement are expressly reserved by CTC and its licensors.  Licensee shall not modify, remove or destroy any proprietary markings or confidential legends placed upon or contained within the Software, the Documentation, or any related materials.  All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Software shall remain the sole and exclusive property of CTC or its licensors, as applicable.

Beta Software.  CTC may designate certain Enhancements or new releases of the Software as “Beta Software.” Such Beta Software will not be ready for use in a production environment.  At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results.  You acknowledge and agree that: (i) the Beta Software is experimental and has not been fully tested; (ii) the Beta Software may not meet your requirements; (iii) the use or operation of the Beta Software may not be uninterrupted or error free; (iv) your use of the Beta Software is for purposes of evaluating and testing the product and providing feedback to CTC; (v) you shall inform your employees, staff members, and other users regarding the nature of the Beta Software; and (vi) you will hold all information relating to the Beta Software and your use of the Beta Software, including any performance measurements and other data relating to the Beta Software, in strict confidence and shall not disclose such information to any unauthorized third parties.  Your use of the Beta Software shall be subject to all of the terms and conditions set forth herein relating to the Software.  You shall promptly report any errors, defects, or other deficiencies in the Beta Software to CTC.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA SOFTWARE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. You hereby waive any and all claims, now known or later discovered, that you may have against CTC and its suppliers/licensors arising out of your use of the Beta Software.

2. TERM.   The license will commence on the date you first use the Software or accept this Agreement, whichever is earlier (the “Effective Date”), and shall remain in effect for one (1) month thereafter (the “Initial Term”).  Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) month terms (each a “Renewal Term”) unless either party provides notice of termination or non-renewal no less than thirty (30) days prior to expiration of the then-current term.  The Initial Term and any Renewal Terms are referred to herein collectively as the “Term.”

3. LIMITATIONS ON LICENSE.  The license granted to you in this Agreement is restricted as follows: 

Limitations on Copying and Distribution.  You may not copy or distribute the Software, in whole or in part, except to the extent that copying is necessary to use the Software for purposes set forth herein. 

Limitations on Reverse Engineering and Modification.  You may not, in whole or in part, reverse engineer, decompile, disassemble, decode,  adapt, correct, translate, enhance, or modify the Software, or otherwise attempt to derive or gain access to the source code of the Software, or create works derivative of the Software. You may not alter or modify any disabling mechanism which may be resident in the Software.

Sublicense, Rental, and Third Party Use.  You may not assign, sublicense, rent, timeshare, loan, lease, lend, sell, distribute, publish, or otherwise transfer the Software, or directly or indirectly permit any third party to use or copy the Software, or otherwise make available the Software to any third party. 

Software Security.  You may not bypass or breach any security device, measure, or protection used for or contained in the Software or the Documentation.   

Proper Use.  You may not use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person or entity, or that violates any applicable Law. You may not use the Software for purposes of benchmarking or competitive analysis of the Software, or for developing, using, or providing a competing software product or service, or for any other purpose that is to Licensor’s detriment or commercial disadvantage.

Proprietary Notices.  You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Software. You must reproduce the copyright and all other proprietary notices displayed on the Software on each permitted back-up or archival copy.

Use in Accordance with Documentation.  All use of the Software shall be in accordance with its then current Documentation.

Compliance with Applicable Law. You shall be solely responsible for ensuring that your use of the Software is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations. 

Confidentiality.  You acknowledge and agree that the Software and associated Documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of CTC.  You may not use or disclose the Proprietary Information without CTC’Ss prior written consent, except disclosure to and subsequent uses by your employees and contractors who have a need-to-know, provided such employees and contractors have executed written agreements restricting use or disclosure of Proprietary Information that are at least as protective as those set forth in this Agreement.  You agree to use at least the same degree of care in protecting the Proprietary Information as you use to protect your own similar information, but in no event less than reasonable care.  You acknowledge that due to the unique nature of the Proprietary Information, CTC will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information.  In addition to any other remedies that may be available in law, in equity or otherwise, CTC shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure.  You shall not use any information or data disclosed by CTC in connection with this Agreement to contest the validity of any CTC intellectual property.  Any such use of CTC’s information and data shall constitute a material, non-curable breach of this Agreement.

Compelled Disclosures.  If you or any of your representatives or agents are compelled by applicable Law to disclose any Confidential Information, then to the extent permitted by applicable law, you will: (a) promptly, and prior to such disclosure, notify CTC in writing of such requirement so that CTC may seek an protective order or other remedy or waive its rights under Section 3 (“Confidentiality”); and (b) provide reasonable assistance to CTC, at your sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If you waive compliance, or after providing the notice and assistance required under this Section 3 (“Compelled Disclosures”), and you remain required by Law to disclose any Confidential Information, then you will disclose only that portion of the Confidential Information that, on the advice of legal counsel, you are legally required to disclose, and will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

4. REPRESENTATIONS

Mutual Representations and Warranties.  CTC and you represent, warrant, and covenant to one another that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;  (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement, or by installing, using, or accessing the Software, has been duly authorized by all necessary corporate or organizational action ; and (d) that that execution of this Agreement will constitute the legal, valid, and binding obligation of CTC and you to one another, enforceable against one another in accordance with its terms.

5. LIMITED WARRANTIES

Software.  CTC hereby warrants that for a period of ninety (90) days from the date of delivery, the Software will operate in substantial conformance with the Documentation.  All warranty claims not made in writing within such period shall be deemed waived.  The foregoing warranty is solely for the benefit of Licensee and Licensee shall have no authority to extend such warranty to any third party.  This warranty is contingent on the proper installation and use of the Software as described in the Documentation.

Exceptions:  Notwithstanding any provisions to the contrary in this Agreement, the limited warranties set forth in Section 5 (“Software”) particularly does not apply to, without limitation, problems arising out of or relating to: (a) Software, or the media on which it is provided, that is modified or damaged by Licensee or its Representatives; (b) any operation or use of, or other activity relating to, the Software other than as specified in the Documentation, including any incorporation in the Software of, or combination, operation or use of the Software in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Licensee's use in the Documentation; (c) Licensee's or any third party's negligence, abuse, misapplication, or misuse of the Software, including any use of the Software other than as specified in the Documentation; (d) Licensee's failure to promptly install all Enhancements that Licensor has made available to Licensee;  (e) the operation of, or access to, Licensee's or a third party's system or network; (f) any beta software or software that Licensor makes available for testing or demonstration purposes, temporary software modules or software for which Licensor does not receive a license fee; (g) Licensee's breach of any provision of this Agreement; or (h) any other circumstances or causes outside of the reasonable control of Licensor.

Exclusive Remedy.  The sole and exclusive remedy of Licensee and the sole and exclusive liability of CTC for breach of the foregoing warranties, shall be to seek repair or replacement of the non-conforming Software, reperformance of the relevant services, or replacement of any defective media on which CTC supplied the Licensee the Software.

Modification of Software.  Except as otherwise agreed in writing by the parties, any modification to the Software by Licensee or any other third party, or failure by Licensee to implement any improvements or updates to the Software as supplied by CTC shall void CTC’S warranty obligations and CTC’S warranties under this Agreement, to the extent any failure or error results from such modification.

6. FEES.  The license fees payable to CTC for the rights hereunder are as set forth in the separate Software Purchase Order Form or similar ordering document provided by CTC describing the license fees and any other fees owed by you. All amounts to be paid by Licensee hereunder shall be due and payable thirty (30) days after Licensee’s receipt of the invoice therefore.  All payments not made by Licensee when due shall be subject to late charges of the lesser of (i) one and one-half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law.  Licensee shall pay all sales, use and excise taxes relating to, or under, this Agreement, exclusive of taxes based on or measured by CTC’S net income, unless Licensee is exempt from the payment of such taxes and provides CTC with evidence of such exemption.

7. INTELLECTUAL PROPERTY INFRINGEMENT

Indemnification.  CTC agrees to defend and indemnify Licensee and to hold it harmless from all damages awarded against Licensee, and all reasonable expenses (including attorneys’ fees) incurred by Licensee, for any claim of infringement of a third party’s U.S. patent registered as of the Effective Date or copyright asserted against Licensee by virtue of Licensee’s authorized use of the Software as delivered by CTC; provided that CTC is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Licensee shall fully cooperate with CTC in connection with the foregoing. Notwithstanding the foregoing, CTC assumes no liability or indemnity obligation for claims of infringement of intellectual property rights arising from (i) use of the Software in combination with non-CTC approved third party products, including hardware and software, (ii) modifications or maintenance of the Software by a party other than CTC, (iii) misuse of the Software, and (iv) failure of Licensee to implement any improvement or updates to the Software, if the infringement claim would have been avoided by the use of the improvement or updates.  Licensee shall indemnify and defend CTC and hold it harmless from and against any claims, damages, or costs, including reasonable attorneys’ fees, asserted by third parties arising out of any of the foregoing exceptions; provided that Licensee is given prompt notice of any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that CTC shall fully cooperate with Licensee in connection with the foregoing.

Replacement.  Should the Software as delivered by CTC become or, in CTC’S opinion, be likely to become, the subject of a claim of infringement, CTC may, at its option and expense either (a) procure for Licensee the right to continue to use the Software as contemplated hereunder, or (b) replace or modify the Software and/or modify its use to make its use hereunder noninfringing, without loss of material functionality. If neither option is reasonably available to CTC, then this Agreement may be terminated at the option of either party hereto without further obligation or liability.  In the event of such a termination, CTC shall refund to Licensee a pro rata portion of the license fees paid in advance for the Software based on the remaining term of this Agreement.

Entire Liability.  THE FOREGOING PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE AND ANY OTHER ENTITY, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

 8. TERMINATION.

Breach of Agreement.  Without prejudice to any other rights, CTC may terminate this Agreement on thirty (30) days prior written notice if you fail to comply with any of the terms and conditions of this Agreement and fail to cure the failure within the foregoing period, provided that CTC shall be entitled to immediately terminate this Agreement without notice in the event you breach the license terms and restrictions set forth in Section 1 or Section 3, of the confidentiality obligations under this Agreement.

Termination for Convenience.  You may terminate this Agreement at any time by discontinuing use of the Software, complying with your termination obligations set forth below, providing CTC written notice, and returning the Software to CTC.

Licensee’s Termination Obligations.  In the event of any expiration or termination of this Agreement for any reason, the license granted to the Software will automatically terminate on expiration or termination of this Agreement.

9. WARRANTY DISCLAIMER.  EXCEPT AS PROVIDED IN SECTION 5 (LIMITED WARRANTIES), THE APPLICATION AND MAINTENANCE SERVICES ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE APPLICATION AND MAINTENANCE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE.  LICENSOR DOES NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE ANY ADDITIONAL LICENSOR WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S OBLIGATIONS HEREUNDER. EXCEPT FOR THE LIMITED RIGHTS AND LICENSES EXPRESSLY GRANTED UNDER THIS AGREEMENT, NOTHING IN THIS AGREEMENT GRATS, BY IMPLICATION, WAIVER, ESTOPPEL OR OTHERWISE, TO YOU OR ANY THIRD PARTY ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHT, TITLE, OR INTEREST IN OR TO ANY OF THE SOFTWARE OR DOCUMENTATION.

LICENSOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH REGARD TO ANY, HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY LICENSOR FROM THIRD PARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”). LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD-PARTY ITEMS.  LICENSOR SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD-PARTY ITEMS FOR WARRANTY AND PERFORMANCE INFORMATION.

THE APPLICATION MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET.  YOU ACKNOWLEDGE AND AGREE THAT LICENSOR DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB‑SITES, COMPUTERS, OR NETWORKS.  LICENSOR SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES.  YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.

Legal Compliance – No Fair Credit Reporting Act Use. Licensee acknowledges that (i) CTC does not monitor the content of the information passing through the Services for purposes of verifying accuracy or legal compliance,  (ii) Customer shall use commercially reasonable efforts to ensure that the information it and its Authorized Users transmit thereby complies with all applicable laws and regulations, whether now in existence or hereafter enacted and in force,  (iii) CTC is not a credit reporting agency under the Fair Credit Reporting Act (FCRA) and the software Services are that of presenting information from a Customer’s internal records and third-parties for convenience and not for any permitted use or other purpose covered under the FCRA, (iv) CTC disclaims any liability from business development and opportunity pursuit decisions made utilizing the Services and GovLead^TM.

10. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT DAMAGES, OR ANY OTHER DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE).  IN ANY CASE, THE ENTIRE LIABILITY OF LICENSOR AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE INITIAL LICENSE FEE PAID BY YOU, IF ANY, FOR THE APPLICATION. 

Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to you.

11. COMPLIANCE AND AUDIT. If requested by CTC, Licensee will submit an annual certification, signed by an officer or authorized representative, specifying the number of users and, if applicable, number and location of all copies of the Software in Licensee’s possession or use. CTC may also, once annually, upon reasonable notice and during regular business hours, gain access to Licensee’s facilities and systems to audit compliance with the license restrictions set forth herein.

12. INDEMNITY.  You agree to indemnify, defend and hold harmless CTC and its parent and their respective officers, directors, shareholders, agents, affiliates, and licensors from and against any and all third party claims of any kind (along with attorney’s fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Software, including any combination of the Software with any hardware, software, or other intellectual property not provided by CTC, and from any and all losses incurred by Licensee resulting from any action by a third party that any Intellectual Property Rights or other right of any Person, or any Law, is or will be infringed, misappropriated, or otherwise violated by Licensee’s breach of any representation, warranty, covenant, or obligation under this Agreement, and from any action by a third party against Licensee relating to negligence, abuse, misapplication, misuse, omission with respect to the Software or Documentation or otherwise in connection with this Agreement, and from any action by a third party against Licensee relating to use of the Software or Documentation by or on behalf of Licensee or any of its Representatives that is outside the purpose, scope or manner of use authorized by this Agreement or the Documentation, or in any manner contrary to Licensor's instructions.

13. GOVERNING LAW.  This Agreement is governed by and construed in accordance with the laws of the State of  Florida,  as applied to agreements entered into and wholly performed within Florida between Florida residents.  This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.  Any action or proceeding brought by either party hereto shall be Brevard County, Florida, and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding.

14. GENERAL.

This Agreement constitutes the entire understanding and agreement between CTC and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement.  In particular, if you are a current licensee of the Software, this Agreement shall supersede your existing license agreement and that agreement shall be of no further force or effect.

This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties. 

In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms.  Any failure by CTC to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision.

Neither party shall assign this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld.  Notwithstanding the foregoing, either party may assign this Agreement, without the other party’s consent, to any Affiliate or subsidiary, or in the event of a merger, acquisition, or sale of all or substantially all of its assets. “Affiliate” means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the party.

Except for Licensee’s payment obligations, neither party will be liable for any failure or delay in performance under this Agreement which is due to any event beyond the reasonable control of such party, including without limitation, fire, explosion, unavailability of utilities or raw materials, unavailability of components, labor difficulties, war, riot, act of God, export control regulation, laws, judgments or government instructions.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party against the other Party arising out of [or related to] this Agreement, the prevailing Party is entitled to recover its actual attorneys' fees and court costs from the non-prevailing Party.

The following provisions shall survive any termination or expiration of this Agreement:  Sections 3 (Limitations on License), 8 (Termination) , 10 (Limitation of Liability), 12 (Indemnity), 13 (Governing Law),  14 (General), and 15 (U.S. Government Rights).  CTC may assign any of its rights or obligations hereunder as it deems necessary. 

IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.

15. U.S. GOVERNMENT RIGHTS.  The Software is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101.  If acquired by or on behalf of any the Department of Defense (“DOD”) or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software Documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation.  If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software Documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software. 

16. AUTHORIZATION.  By downloading, installing, accessing, or using the Software, you indicate that you have the authority to bind yourself and your organization to the terms of this Agreement.

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