TERMS OF USE | beinventiv

HostedQuickBooks.com Terms of Use

This Hosted QuickBooks Software Subscription Agreement ("Agreement") governs all access to and use of

beiNVENTiV's Hosted QuickBooks interactive computer service and all applicable documentation, together with all

related interfaces, functionality, web-services, supplements, add-on components, corrections, bug fixes,

modifications, enhancements, updates, new versions or releases that beiNVENTiV subsequently may make

available (collectively, "Hosted QuickBooks Software"), and constitutes a binding agreement between the entity

for whom the Hosted QuickBooks Software will be accessed and used (the "Client"), including without limitation all

of Client's personnel who access or use the Hosted QuickBooks Software, and beiNVENTiV LLC ("beiNVENTiV").

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE HOSTED QUICKBOOKS SOFTWARE

OR ANY PORTION THEREOF. BY CLICKING ON "I AGREE" OR BY ACCESSING OR USING THE HOSTED QUICKBOOKS

SOFTWARE OR ANY PORTION THEREOF, YOU, ON BEHALF OF THE CLIENT, ACKNOWLEDGE AND CONFIRM THAT: (A)

YOU HAVE FULL AUTHORITY FROM THE CLIENT TO BIND THE CLIENT TO ALL OF THE TERMS AND CONDITIONS OF

THIS AGREEMENT; (B) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS

AGREEMENT; AND (C) CLIENT AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS

AGREEMENT AND ACKNOWLEDGES THAT THIS AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN

CONTRACT BETWEEN BEIVENTIV AND CLIENT. IF YOU OR THE CLIENT WHOM YOU ARE REPRESENTING ARE NOT

WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT

LIMITATION THE PRECEDING ACKNOWLEDGEMENT AND AGREEMENT, THEN YOU MUST NOT SELECT THE 'I AGREE'

BUTTON ASSOCIATED WITH THIS AGREEMENT AND YOU MUST NOT ACCESS OR USE THE HOSTED QUICKBOOKS

SOFTWARE OR ANY PORTION THEREOF; BEIVENTIV DOES NOT AND WILL NOT GRANT YOU OR THE CLIENT ANY

RIGHT OR LICENSE TO ACCESS OR USE THE HOSTED QUICKBOOKS SOFTWARE OR ANY PORTION THEREOF.

1. Hosted QuickBooks Software.

1.1 Subscription Term. This subscription entitles Client to access and use the Hosted QuickBooks

Software, subject to the terms of this Agreement, for a period (the "Subscription Term") of one (1) month or for

such other period designated in Client's written agreement with beiNVENTiV, if such exists. Commencing on the

Subscription Term end date and on each month anniversary of that date thereafter, the Subscription Term shall be

extended for an additional one (1) month Subscription Term unless at least 30 days prior to the end date of the

current Subscription Term or the then Subscription Term, either party has notified the other that the Subscription

shall terminate at the end of the then Subscription Term.

1.2 License Grant. Subject to the terms and conditions of this Agreement, beiNVENTiV hereby grants

to Client a limited, personal, non-exclusive, non-transferable, revocable right and license, without right to grant

sublicenses, during the Subscription Term, for Client to access the Hosted QuickBooks Software electronically via

the Internet and use the Hosted QuickBooks Software solely for Client's internal purposes. beiNVENTiV shall make

the Hosted QuickBooks Software available to Client via a digital information processing, transmission and storage

system ("Server") maintained by or on behalf of beiNVENTiV. beiNVENTiV reserves the right to modify the Hosted

QuickBooks Software at any time as business needs dictate in beiNVENTiV's sole discretion, provided that the

terms and conditions of this Agreement shall remain in effect throughout the License Term and shall govern

Client's use and obligations with respect to any modified Hosted QuickBooks Software.

1.3 License Restrictions. Any use of the Hosted QuickBooks Software not expressly permitted in this

Agreement is prohibited. Client acknowledges that the Hosted QuickBooks Software and its structure,

organization, and source code constitute valuable trade secrets of beiNVENTiV and its suppliers. Client agrees that

Client shall not, nor shall Client permit, assist or encourage any third party to: (a) reproduce, allow use of or access

to the Hosted QuickBooks Software or sell, rent, lease, use for service bureau use, sublicense or otherwise transfer

or distribute the Hosted QuickBooks Software, in whole or in part, to any third parties; (b) modify, translate,

reverse engineer, decompile, or disassemble the Hosted QuickBooks Software or otherwise attempt to derive the

source code for the Hosted QuickBooks Software; (c) merge the Hosted QuickBooks Software with other software;

(d) copy, modify, adapt, alter, translate, enhance or otherwise modify or create derivative works of or from the

Hosted QuickBooks Software; (e) alter, destroy or otherwise remove any proprietary notices or labels on or

embedded within the Hosted QuickBooks Software; (f) use the Hosted QuickBooks Software to develop any

application or program having the same primary function as the Hosted QuickBooks Software or otherwise

exercise any rights in or to the Hosted QuickBooks Software except as expressly permitted under Section 1 (License

Grant) above; (g) use, upload, post or transmit via or in connection with the Hosted QuickBooks Software any

unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing

or objectionable information or content of any kind, including, without limitation, any use or transmissions

constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise

violate any applicable law, including violations of any patent, trade secret, copyright, trademark or other

intellectual property right worldwide ("IP Rights"), privacy rights or any other rights of a third party; (h) post or

transmit into or via the Hosted QuickBooks Software any information, software, material or other content that is

subject to an Open Source License or that contains a virus, cancelbot, Trojan horse, worm or other harmful

components; or (i) interfere, disrupt or attempt to gain unauthorized access to any computer system, server,

network or account for which Client does not have authorization to access or at a level exceeding Client's

authorization.

1.4 No Implied Licenses. The Hosted QuickBooks Software is licensed, not sold. All rights not

expressly granted in Section 1 (License Grant) above are reserved by beiNVENTiV, and nothing in this Agreement

will be deemed to grant, by implication, estoppel or otherwise, a license under any of beiNVENTiV's existing or

future IP Rights.

1.5 Certain Acknowledgements. Client acknowledges and agrees that any outcome of using the

Hosted QuickBooks Software activities is not guaranteed and is done at the Client's risk.

1.6 Suspension of Access and Service. Notwithstanding anything herein to the contrary and without

prejudice to any other rights, upon any actual or alleged breach of this Agreement by Client, beiNVENTiV reserves

the right, in its sole discretion and upon notice (which notice may be in e-mail form), at any time, to: (a) remove or

disable access to all or any portion of the Hosted QuickBooks Software; (b) suspend Client's access to or use of the

Hosted QuickBooks Software; and/or (c) terminate this Agreement, in which case beiNVENTiV shall have no liability

of any kind for such termination, cancellation or suspension. Nothing in this Section is intended to preclude

beiNVENTiV from seeking immediate appropriate injunctive relief.

2. Equipment; Access; Availability.

2.1 Equipment. beiNVENTiV shall be responsible for making the Hosted QuickBooks Software

accessible up to the point of beiNVENTiV's Internet Service Provider; beyond that, beiNVENTiV shall not be

responsible for performance or operational issues experienced by Client with respect to access to or use of the

Hosted QuickBooks Software. Client shall be solely responsible for, and beiNVENTiV shall have no liability in

connection with, providing, maintaining and ensuring compatibility of the Hosted QuickBooks Software with any

hardware, third party software, electrical and other physical requirements to access and use the Hosted

QuickBooks Software, including without limitation operating systems, telecommunications and digital transmission

connections and links, routers, local area network servers, virus software, firewalls, or other equipment and

services required to or desirable for access and use of the Hosted QuickBooks Software. Unless otherwise set forth

in a Service Order, beiNVENTiV has no obligation to install, mount, affix, screw, or otherwise fasten any cable,

hardware, or other product to any building or structure (inside or outside), and beiNVENTiV has no obligation to

run cable above, under, behind, or through any ceiling, floor, or wall of any building or structure. To the extent

that any such services are required, such services will be performed by another person or entity engaged directly

by Client.

2.2 Authorized Users. The Hosted QuickBooks Software enables Client to register, authorize and

grant access to those employees, agents, contingent workers, client and authorized independent contractors of

Client specified by Client (each an "Authorized User"). Notwithstanding anything herein to the contrary, any

breach of any terms or conditions of this Agreement by any Authorized User shall be deemed to be a breach of this

Agreement by Client. Client shall be responsible and liable for the acts or omissions of each Authorized User as if

such acts or omissions were Client's own acts or omissions.

2.3 Access IDs. During the License Term, the Hosted QuickBooks Software shall permit Client to

"Access IDs") to allow Client and its Authorized Users to access the Hosted QuickBooks Software. Client and the

Authorized Users shall maintain the confidentiality of the Access IDs and shall not disclose the Access IDs to any

third party.

2.4 Availability. beiNVENTiV shall use commercially reasonable efforts to make the Hosted

QuickBooks Software available to Authorized Users pursuant to the terms and conditions of this Agreement during

the License Term. Client acknowledges that from time to time the Hosted QuickBooks Software may be

inaccessible or inoperable for any reason, including without limitation: (a) periodic maintenance procedures,

enhancements, repairs or corrections with respect to the Hosted QuickBooks Software or Server, as determined by

beiNVENTiV; (b) equipment malfunctions; (c) acts or omissions of Client its Authorized Users or its suppliers,

including but not limited to scheduled or unscheduled outages of the Authorized User's internet browser, known

and persistent slow response time on an Authorized User's internal network, or problems with Authorized User's

computer hardware or electricity; or (d) causes beyond the reasonable control of beiNVENTiV or that are not

reasonably foreseeable by beiNVENTiV, including interruption or failure of telecommunication or digital

transmission links, delays or failures due to Client's Internet Service Provider, hostile network attacks or network

congestion.

3. Support and Other Services.

3.1 Technical Support. Client may contact beiNVENTiV support for issues related to Hosted

QuickBooks, and a beiNVENTiV advisor might proactively contact Client to provide this follow-up support, via

telephone, email or remote web-based support (collectively, the "Support Services"). However, Client

acknowledges that beiNVENTiV has no control over the stability and throughput speed of the Internet or

availability of the Hosted QuickBooks Software on a continuous and uninterrupted basis. Furthermore, this

Agreement does not entitle Client to receive a copy of Hosted QuickBooks Software (in object code or source code

form), on-site services, training services or additional installation or implementation services.

3.2 Feedback. Client will use reasonable efforts to notify beiNVENTiV of any issues or concerns with

respect to the Hosted QuickBooks Software in a timely manner.

3.3 Other Services. beiNVENTiV may provide Client with additional services upon terms mutually

agreed upon between the parties in a duly executed and delivered writing and such services shall be billed at

beiNVENTiV's standard rates and prices in effect from time to time ("Additional Services"). Furthermore,

beiNVENTiV may provide consulting or professional services upon terms mutually agreed upon between the

parties in a duly executed and delivered writing, which shall be billed at beiNVENTiV's standard rates and prices in

effect from time to time ("Professional Services"). Any software or other programs or materials provided to Client

as part of the Support Services, Additional Services Professional Services will be deemed part of the Hosted

QuickBooks Software and shall be subject to the terms and conditions of this Agreement, unless otherwise

mutually agreed upon by the parties in writing.

4. Ownership; Protection.

4.1 Ownership. Each party acknowledges that: (a) all right, title and interest in and to the Hosted

QuickBooks Software, including without limitation all IP Rights therein, are the sole and exclusive property of

beiNVENTiV and its suppliers; (b) subject to the license rights expressly set forth herein, Client receives no right,

title or interest in or to the Hosted QuickBooks Software; and (c) if applicable, all title and IP Rights in and to any

data or content that is not contained in the Hosted QuickBooks Software, but may be accessed through use of the

Hosted QuickBooks Software, is the property of the respective content owners. If Client or any of its Authorized

Users is deemed to have any ownership interest in the Hosted QuickBooks Software, including any derivative work,

enhancement or other modification thereto, then Client shall assign and/or cause such Authorized User to assign,

and Client does hereby assign, irrevocably and royalty-free, all of such ownership interest or other rights

exclusively to beiNVENTiV and Client shall, at beiNVENTiV's reasonable request and expense, complete, execute

and deliver any and all documents necessary to effect or perfect such assignments.

4.2 Protection. Client shall use reasonable best efforts, which shall be no less stringent than those

efforts that Client uses to protect Client's own confidential information, trade secrets, technology, software or

other similar proprietary property, to prevent any Hosted QuickBooks Software from being disclosed or used by

any Authorized User or other person in any manner that would violate this Agreement. In no event shall Client

take any action that might encumber or expose the Hosted QuickBooks Software or the license rights granted in

this Agreement to any claims, liens or other forms of encumbrance.

5. Security. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CLIENT SHALL BE SOLELY

RESPONSIBLE FOR: (I) INPUTTING, LOADING OR OTHERWISE USING CLIENT'S INFORMATION AND DATA

(COLLECTIVELY, "CLIENT DATA") IN CONNECTION WITH THE HOSTED QUICKBOOKS SOFTWARE; (II) MAINTAINING

INDEPENDENT ARCHIVAL AND BACKUP COPIES OF ALL CLIENT DATA; AND (III) ENSURING THE CONFIDENTIALITY OF

CLIENT'S PASSWORDS, ACCESS IDS AND/OR MEMBER ACCOUNTS, WHICH SHALL BE ISSUED FOR THE LIMITED

PURPOSE OF USING THE HOSTED QUICKBOOKS SOFTWARE PURSUANT TO THE TERMS HEREIN. BEIVENTIV SHALL

HAVE NO LIABILITY TO CLIENT OR ANY OTHER PERSON FOR LOSS, DAMAGE OR DESTRUCTION OF CLIENT DATA.

Client is solely responsible for any authorized or unauthorized access to and use of the Hosted QuickBooks

Software via Client's or its Authorized Users' passwords and/or member accounts. If any of Client's or its

Authorized Users' passwords are lost, stolen or otherwise compromised, Client shall promptly change the

password or, if Client is unable to do so, Client shall notify beiNVENTiV, whereupon beiNVENTiV shall suspend use

of such password and/or account and issue a replacement password. Notwithstanding anything herein to the

contrary, Client hereby authorizes beiNVENTiV to treat any person using Client's or any of its Authorized Users'

passwords, Access IDs and/or member account as Client (even if such person is using such item(s) without Client's

authorization), and any resulting transactions, fees, obligations or liabilities shall be attributed to Client, until such

time as beiNVENTiV is notified by Client in writing of any unauthorized access arising under such conditions.

6. Warranties and Covenants.

6.1 Client Warranty. Client represents, warrants and covenants to beiNVENTiV that: (a) Client has

the legal power and authority to enter into and perform Client's obligations under this Agreement; (b) Client shall

comply with all terms and conditions of this Agreement, including without limitation the license restrictions set

forth in Section 1.2 (License Restrictions) above; (c) Client is the owner and/or the licensee of all IP Rights relating

to the Client Data and has all necessary rights to input, load and/or use such Client Data with the Hosted

QuickBooks Software under the terms of this Agreement; (d) the Client Data, and Client's use thereof in

connection with the Hosted QuickBooks Software or as otherwise contemplated by this Agreement, does not, and

shall not, infringe any third party's IP Rights, privacy rights, data security rights or other rights, and shall not

otherwise violate any applicable law or regulation; (e) Client shall not use the Hosted QuickBooks Software in

violation of any applicable law or regulation and shall otherwise refrain from any act or omission that will cause

beiNVENTiV to be in violation of any applicable law or regulation regarding the use of the Hosted QuickBooks

Software; and (f) unless beiNVENTiV is providing subscription licensing for QuickBooks, the Client is responsible for

having proper QuickBooks licensing in order to use Hosted QuickBooks.

6.2 beiNVENTiV Warranty and Disclaimer. BEIVENTIV WARRANTS THAT (I) THE SOFTWARE SHALL

PERFORM SUBSTANTIALLY IN ACCORDANCE WITH ITS INTENDED USE; (II) BEIVENTIV HAS FULL CORPORATE

AUTHORITY SUFFICIENT TO GRANT CLIENT THE LICENSES SET FORTH IN THIS AGREEMENT; AND (III) DURING THE

TERM OF THIS AGREEMENT, TO THE KNOWLEDGE OF BEIVENTIV AT THE TIME BEIVENTIV IS MAKING THE HOSTED

QUICKBOOKS SOFTWARE AVAILABLE TO CLIENT, THE HOSTED QUICKBOOKS SOFTWARE SHALL BE FREE FROM

VIRUSES, WORMS, TROJAN HORSES, BUILT-IN OR OTHER USE-DRIVEN DESTRUCTIVE MECHANISMS, OR OTHER

INJURIOUS OR DAMAGING FORMULAS, INSTRUCTIONS OR OTHER MATERIALS (HEREINAFTER REFERRED TO

SINGULARLY OR COLLECTIVELY AS "VIRUSES"). BEIVENTIV MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED,

WITH RESPECT TO THIS AGREEMENT OR THE HOSTED QUICKBOOKS SOFTWARE, INCLUDING WITHOUT LIMITATION

ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR

NONINFRINGEMENT AND/OR ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF

PERFORMANCE. WITHOUT LIMITING THE FOREGOING, BEIVENTIV DOES NOT WARRANT THAT THE HOSTED

QUICKBOOKS SOFTWARE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS OR THAT THE HOSTED

QUICKBOOKS SOFTWARE, ANY COMMUNICATIONS SENT OR RECEIVED IN CONNECTION THEREWITH OR CLIENT'S

USE OF THE SAME WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR COMPLETELY SECURE, NOR DOES

BEIVENTIV MAKE ANY WARRANTY, OTHER THAN THE EXPRESS WARRANTY MADE IN SECTION 6.2(I) ABOVE, AS TO

ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE HOSTED QUICKBOOKS SOFTWARE. BEIVENTIV SHALL HAVE

NO LIABILITY FOR ANY INACCESSIBILITY OF THE HOSTED QUICKBOOKS SOFTWARE, ANY VIRUS, TRAPS OR OTHER

HARMFUL CODE DIRECTLY OR INDIRECTLY TRANSMITTED BY OR THROUGH THE HOSTED QUICKBOOKS SOFTWARE

(EXCEPT WHERE THE SAME WAS INTENTIONALLY OR KNOWINGLY TRANSMITTED BY BEIVENTIV WITHOUT CLIENT'S

CONSENT), OR ANY DELAY OR FAILURE OF ANY TRANSMISSION, COMMUNICATION OR DATA SENT OR RECEIVED

OR NOT SENT OR RECEIVED VIA THE HOSTED QUICKBOOKS SOFTWARE. CLIENT SHALL BEAR SOLE RESPONSIBILITY

TO DETERMINE WHETHER CLIENT'S USE OF THE SOFTWARE MEETS THE REQUIREMENTS OF LAWS AND

REGULATIONS APPLICABLE TO CLIENT.

7. Compliance with Laws. Client shall at all times comply with all applicable laws and regulations in Client's

access to and use of the Hosted QuickBooks Software. Without limiting the generality of the foregoing, Client will

not export or re-export the Hosted QuickBooks Software without all required United States and foreign

government licenses. All rights to use the Hosted QuickBooks Software are granted on condition that such rights

are forfeited if Client fails to comply with the terms of this Agreement. Client will defend, indemnify and hold

harmless beiNVENTiV and its directors, officers, employees and agents from and against any violation of such laws

or regulations by Client or any of its Authorized Users. [IN NO EVENT WILL CLIENT, ON THE ONE HAND, OR

BEIVENTIV ON THE OTHER HAND, BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL

THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE), FOR LOST PROFITS OR

REVENUES, LOSS OF USE OR LOSS OF DATA, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, MULTIPLE,

INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES

OR DELIVERABLES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Limitation of Liability. NEITHER BEIVENTIV NOR ANY OF ITS LICENSORS, SHALL BE LIABLE FOR ANY

CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING WITHOUT

LIMITATION ANY LOST DATA OR LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR

SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE HOSTED

QUICKBOOKS SOFTWARE, OR ANY COMMUNICATION OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED VIA

THE HOSTED QUICKBOOKS SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING

CONTRACT, STATUTE, TORT OR NEGLIGENCE), EVEN IF BEIVENTIV OR ANY BEIVENTIV LICENSORS HAVE BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF CLIENT IS DISSATISFIED WITH THE HOSTED QUICKBOOKS

SOFTWARE, CLIENT'S SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR CLIENT TO DISCONTINUE CLIENT'S

USE OF THE SOFTWARE AND TERMINATE THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE

CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF BEIVENTIV (INCLUDING THE BEIVENTIV LICENSORS) IN

CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF ANY FEES ACTUALLY PAID BY

CLIENT FOR USE OF THE HOSTED QUICKBOOKS SOFTWARE FOR A PERIOD OF ONE MONTH. CLIENT

ACKNOWLEDGES THAT THE DISCLAIMERS AND LIMITATIONS HEREIN REFLECT A FAIR ALLOCATION OF RISK AND

THAT BEIVENTIV WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS ON ITS LIABILITY, AND

CLIENT AGREES THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY

FAILURE OF ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION

OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, THE PARTIES AGREE THAT THE LIABILITY OF

BEIVENTIV (INCLUDING THE BEIVENTIV LICENSORS) SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY

SUCH JURISDICTION.

9. U.S. Government Restricted Rights Notice. The Hosted QuickBooks Software was developed at private

expense and is a Commercial Item, as that term is defined in 48 CFR 2.101, consisting of Commercial Computer

Hosted QuickBooks Software and Commercial Computer Hosted QuickBooks Software Documentation as such

terms are used in 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4, as applicable. The Hosted

QuickBooks Software is licensed to U.S. Government end-users only as a Commercial Item and with only those

rights granted to all other end-users pursuant to the terms and conditions herein.

10. Equitable Remedies. The parties acknowledge and agree that a breach or threatened breach of this

Section 1.1 (License Grant), 1.2 (License Restrictions), or 4 (Ownership; Protection) would result in irreparable

harm to the non-breaching party or its suppliers for which a remedy at law would be inadequate, and therefore,

such party shall have the right to seek to obtain injunctive relief upon any violation or threatened violation of any

term of any of the foregoing Sections without the necessity of posting bond or other security, in addition to all

other rights and remedies available at law or in equity.