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STAFFMATE ONLINE LICENSE AGREEMENT

This License Agreement (“Agreement”) is a legal agreement between StaffMate Online ("Licensor") and the client ("Licensee") for certain software, StaffMate Online, set forth in the specification herein (the "Licensed Software") for use by Licensee. The Licensed Software is licensed, not sold, to Licensee by Licensor for use only under the following terms, and Licensor reserves any rights not expressly granted to Licensee.

  1. Software Specification. The Licensed Software is a web-based service staff management application developed by Licensor and consists of web-based software, application hosting at Licensor’s option, associated media, printed materials and “on-line” or electronic documentation.

  2. License. Licensor hereby grants to Licensee one non-exclusive, non-transferable license to use the Licensed Software for a period of one year from the date of this Agreement ("Initial License Term"). Annually, on the anniversary date of this Agreement, said license will automatically renew for a period of one year ("License Term"). Failure to terminate this Agreement prior to the start of a new License Term in accordance with Section 6 hereunder automatically obligates Licensee to pay the full renewal fees associated with the new License Term, as outlined in Section 3 hereunder.

  3. License Fees. Except as provided for by any Free Trial Offer, Licensee will pay Licensor an initial license fee for the Initial License Term of the Licensed Software as provided for in Licensor's invoice. Prior to the end of the Initial License Term and each subsequent License Term, renewal license fees ("Renewal Fees") will be calculated at the current rates determined by Licensor, at its sole option, and Licensor will provide Licensee an invoice for Renewal Fees for renewal of the License Term. Licensee will pay Licensor Renewal Fees in compliance with terms and conditions of this Agreement and in compliance with the terms and conditions of the renewal invoice.

  4. Software Protection. Licensor represents that the Licensed Software is the property of Licensor and contains confidential information and trade secrets of Licensor. Licensee agrees to use the Licensed Software only as provided in this Agreement and agrees not to make the Licensed Software available to any third party without the written consent of Licensor. Licensee may not rent, lease, loan, resell for profit, or distribute the Licensed Software, or any part of the Licensed Software. Licensee may not reverse engineer, decompile, or disassemble the Licensed Software. The obligations of this paragraph shall survive the termination of this Agreement and shall apply to the Licensed Software regardless of its incorporation by Licensee into any other programs not provided by Licensor. These restrictions shall not apply to any Licensed Software which is or becomes part of the public domain through no fault of Licensee or is in Licensee's possession before the disclosure by Licensor.

  5. Support of Licensed Software. Licensor will provide Licensee with updates, bug fixes, builds or error corrections (collectively, "Software Updates"). If Licensor, at its sole option, supplies Software Updates to Licensee, such Software Updates will be considered part of the Licensed Software, subject to the terms and conditions of this Agreement.

  6. Termination. Licensor may terminate this Agreement immediately without notice if Licensee fails to comply with any of its provisions. Upon termination Licensee must destroy the Software and all copies thereof. Licensee may terminate this Agreement only by written notice of cancellation and destruction of Software and all copies thereof. Termination of this Agreement will not release Licensee from its obligation to pay all outstanding fees incurred prior to Licensor’s receipt of Licensee’s cancellation notice.

  7. Ownership and Copyright. All right, title and interest in and to the Licensed Software, the accompanying documentation, and any copies of the Licensed Software are owned by Licensor. Any invention, improvement, product, process, apparatus, work of authorship or design conceived or resultant from the efforts of Licensor hereunder will be owned by Licensor. The Licensed Software is protected by copyright laws and international treaty provisions. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

  8. Assignment. Licensee's rights under this software may not be assigned by Licensee without Licensor's prior written approval. Licensor may assign this Agreement, in which case this Agreement shall be binding upon Licensors assignee.

  9. Warranty Disclaimer, Limitation of Remedies and Damages. LICENSEE RECOGNIZES THAT THE LICENSED SOFTWARE IS PROVIDED BY LICENSOR ON AN AS-IS BASIS. NEITHER LICENSOR NOR ANY AFFILIATED COMPANY OF LICENSOR NOR ANOVIAINC.COM SHALL HAVE ANY LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON INCLUDING LICENSEE'S CUSTOMERS FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE PRODUCTION, USE OR SALE OF THE LICENSED SOFTWARE OR ANY APPARATUS, PRODUCT, OR PROCESS OR ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING, AND LICENSEE SHALL HOLD LICENSOR, AND ANY AFFILIATED COMPANY OF LICENSOR, HARMLESS IN THE EVENT LICENSOR, OR ANY AFFILIATED COMPANY OF LICENSOR, IS HELD LIABLE. LICENSORS LIABILITY TO LICENSEE FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE THAT CAUSED THE DAMAGES. NEITHER LICENSOR, NOR ANY OF ITS EMPLOYEES, MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY DATA, APPARATUS, PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.

  10. General. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or modified in any respect except by written instruments signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

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