License

1. Definitions

   The term "Software" includes all Lumenore and third party ("Supplier") software provided to Client, and includes any documentation which is packaged with the Software (the "Documentation"). The term "Software" also includes any updates of the Software provided to Client by Lumenore at Lumenore’s option. The term “User” shall mean the total number of individuals permitted to access the Software.

2. License Grant

   Subject to the terms of this Agreement, Lumenore grants to Client, and Client accepts, a non-exclusive and nontransferable license to use Software for the number of authorized users and on the Product set forth per the agreement. In the event that Client wishes to increase the number of Licensed users, Client shall provide Lumenore with written notice. Any such increases shall be subject to fees that shall be discussed mutually between Lumenore and Client. Client may use the Lumenore Product to perform services and to transmit deliverables (collectively, “Deliverables”) for and to Client’s users. Lumenore disclaims any rights in Client’s Deliverables.

   Notwithstanding the above, the number of authorized users may be amended, modified, added or reduced per the conditions and pricing requirements as defined by the agreement at each anniversary of the Agreement. However, during the life of the Agreement, the licenses may be awarded to users other than named as part of initial assignment, within the Client’s Organization upon change of personnel or change in role of the authorized personnel.

3. Limitations on Use

   Client shall not copy, rent, lease, sell, sublicense, allow access, assign, loan, time-share or otherwise transfer or distribute copies of the Software or Documentation to others, except as set forth in this Agreement. Only Client's employees and contractors who are performing work solely for the benefit of Client’s operations may access and use the Software. Client shall not decompile, disassemble, or otherwise reverse engineer the Software, and Client will use Client's best efforts to prevent Client's employees and contractors from doing so. Client may not modify, adapt, create a derivative work, merge, or translate the Software or the Documentation without the prior written consent of Lumenore.

4. Intellectual Property Rights

   For the purposes of this Agreement, the term Intellectual Property Right shall mean all proprietary and other rights in and to: (i) trademarks, service marks, brand names, certification marks, trade dress, assumed names, trade names and other indications of origin; (ii) patents, inventors certificates and invention disclosures; (iii) trade secrets and other confidential or non-public business information, including ideas, formulae, compositions, inventions, discoveries and improvements, know-how, manufacturing and production processes and techniques, and research and development information (whether patentable or not); drawings, specifications, designs, plans, proposals and technical data; and financial, marketing and business data, pricing and cost.

   1. 1.4.1. Lumenore shall have all right, title and interest, including worldwide ownership and copyright and patent rights, in and to the Lumenore Product, all underlying software, Documentation and all copies made therefrom (“Lumenore Proprietary Rights”). Client acknowledges that the Lumenore Proprietary Rights are and shall remain the sole property of Lumenore and that Client shall only use the Lumenore Proprietary Rights, or for purposes of sales and marketing pursuant to the terms of this Agreement and for no other purpose. Each Party reserves all rights, title and interest in and to any Intellectual Property rights not expressly granted to the other Party under this Agreement.

   2. 1.4.2. The Client acknowledges that it cannot assign, sub-license, rent, sell, distribute, republish or download any of the intellectual property rights residing within the Product.

   3. "Lumenore Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Lumenore uses in connection with its products and services. Client agrees to comply with the Lumenore Trademark and Logo Usage Requirements. Client may not remove or alter any Lumenore Trademarks, or co-brand Client’s own products or material with Lumenore Trademarks, without Lumenore's prior written consent. Client acknowledges Lumenore's rights in Lumenore Trademarks and agree that any use of Lumenore Trademarks by Client shall inure to Lumenore's sole benefit. Client agrees not to incorporate any Lumenore Trademarks into Client’s trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

Term and Termination

1. Term

   The term of this Agreement will begin on the Effective Date and will end at midnight (Eastern Time) on the third anniversary of the Effective Date, unless earlier terminated or extended in accordance with the terms of this Agreement ("Term").

2. Termination

   Either Party may terminate this Agreement: (a) upon thirty (30) days’ prior written notice if the other Party materially breaches this Agreement and fails to cure such breach within such 30 day time period; (b) by written notice if a Party: (i) ceases generally to pay its debts as they become due; or (ii) becomes the subject of a bankruptcy proceeding, whether voluntarily or involuntarily, and such proceeding is not dismissed or vacated within thirty (30) days after filing, then the other Party shall have the right to immediately terminate this Agreement.

3. Failure to Pay

   Additionally, Lumenore will have the right, but not the obligation, to terminate this Agreement if Client fails to pay amounts owed to Lumenore when due and Client fails to cure such failure within 10 days after receipt of written notice from Lumenore.

4. Rights upon Termination

   Client owns and will own all right, title and interest in and to any data provided by Client to Lumenore in connection with Client’s use of the Software (“Client Data”). During the Term, Client grants to Lumenore a limited, non-exclusive license to use the Client Data solely for all reasonable and necessary purposes contemplated by this Agreement for Lumenore. In the event this Agreement is terminated then Lumenore shall (a) if Client so requests within thirty (30) days of termination, make available to Client a file of all Client Data within Lumenore’s possession is a generally accepted, industry standard format, within thirty (30) days of such request, and (b) move the data to the archive storage for next 30 days post that will permanently delete the Client Data from the Lumenore environment of the Hosting Services in a manner conforming to industry standard deletion methods.

Client’s Obligations

In consideration of Client’s use of the Product, Client or its designates agree to:

Client is entirely responsible for all Content that Client uploads or provides Lumenore to upload, posts or otherwise transmits via the Product. Client agrees not to upload, post or otherwise transmit via the Product Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Lumenore or other users of the Product; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

Third Party Software

The use of the product per the Agreement may require use of Third Party Software owned by respective Licensee. Nothing construed in this agreement shall be construed as granting to any party, any right, title or interest in such Third Party Software. The use of such Third party software is governed by the respective license agreements.

Taxes

Client shall pay or reimburse Lumenore for any applicable present or future sales, use, value added tax, excise, goods, services or other taxes relating to the Product, except that Lumenore shall be responsible for its franchise taxes, employment taxes and taxes based on its net income.

Service Levels

Service Levels will be applicable as per the purchased support plan.

No Liability of Suppliers

Client acknowledges that Client's rights under this Agreement, in the nature of warranty or otherwise, are solely against Lumenore. NO SUPPLIER MAKES ANY WARRANTY, ASSUMES ANY LIABILITY, OR UNDERTAKES TO FURNISH TO CLIENT ANY SUPPORT OR INFORMATION CONCERNING PRODUCTS OR ANY PORTION OF PRODUCTS. Client hereby releases all Suppliers from any claims, damages or losses arising from the use of Product, regardless of the form of action.

Limitation on Direct Damages

IN NO EVENT SHALL LUMENORE OR ANY SUPPLIER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF USE OR INTERRUPTION OF BUSINESS), OR FOR LEGAL FEES, ARISING OUT OF THE USE OF THE SOFTWARE OR THE DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF LUMENORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LUMENORE'S AGGREGATE LIABILITY FOR ANY CLAIM EXCEED THE LICENSE FEE PAID BY CLIENT. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

Indemnification

1. General Indemnity

   Lumenore and Client shall each indemnify, defend and hold the other harmless from all claims, damages, demands, liabilities, costs and expenses, arising by reason of any claim for personal injury of any agent, employee, customer or business visitor of the indemnitor or damage to tangible property (other than data or information) owned or leased by the indemnitor, to the extent caused by the negligence or willful misconduct of the indemnitor; provided, however, that indemnitee gives indemnitor: (a) prompt written notice of any such claims; failure or delay to so notify indemnitor shall not relieve indemnitor from any liability hereunder so long as the failure or delay shall not have prejudiced the defense of such claim; reasonable assistance in defending the claim; and (c) sole authority to defend or settle such claim.

2. Indemnification for Infringement

   Lumenore shall, at its expense, defend or settle any claim, action or allegation brought against Client that the Software infringes any U.S. patent or U.S. copyright and shall pay any final judgments awarded or settlements entered into, provided that Client gives Lumenore prompt written notice of, reasonable assistance in, and sole control over the defense or settlement of such claims. In the event any such infringement, claim, action or allegation is brought or threatened, Lumenore may, at its sole option and expense (a) procure for Client the right to continue use of the Software or infringing part thereof; (b) modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with a functionally equivalent alternative; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and refund the monies paid by Client for the infringing Software less one [6 months in Term] (six months) thereof for each month or portion thereof that this Agreement has been in effect. This Section states the entire liability of Lumenore with respect to infringement of any patent, copyright, trade secret or other proprietary right.

3. Mechanics of Indemnities

   The indemnitor's obligations are conditioned upon the indemnitee: (i) giving the indemnitor prompt written notice of any claim, action, suit or proceeding for which the indemnitee is seeking indemnity; (ii) granting control of the defense and settlement to the indemnitor; and (iii) reasonably cooperating with the indemnitor at the indemnitor’s expense. Failure of the indemnitee to give notice of a claim as required in this Section shall excuse and discharge the indemnitor's obligations unless the indemnitee can prove both good cause for failing to give notice and an absence of unfair prejudice to the indemnitor. The indemnitee may participate in any defense at its sole expense. Notwithstanding any other provision in this Section to the contrary, the indemnitor shall not consent to the entry of any judgment or enter into any settlement that provides for injunctive relief against the indemnitee without the indemnitee's written consent, which will not be unreasonably withheld.

Waiver

No change, waiver, or discharge hereof shall be valid unless in writing and signed by the Party against which it is sought to be enforced. No delay or omission by either Party in exercising any right hereunder shall be construed as a waiver. A waiver by either of the Parties of any provision or breach shall not be a waiver of any other provision or breach.

Non-Solicitation

During the term of this Agreement and for one year thereafter, the Parties shall not hire or seek to hire any person employed then or within the preceding year by the other Party and involved directly or indirectly, except with prior written consent of the other Party. Such consent may be withheld in the other Party's sole discretion.

Confidential Information

1. Definition

   "Confidential Information" shall mean all nonpublic information, whether in oral, written or other tangible form that either party designates as being confidential, including without limitation, the terms and conditions of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public other than (a) as a result of a disclosure by either Party or its employees or any other person who directly or indirectly receives such information from the other Party or its employees or (b) in violation of a confidentiality obligation to either Party known to the Parties, (ii) is or becomes available to either on a non-confidential basis from a source which is entitled to disclose it to the recipient, or (iii) was developed by employees or agents of either Party independently of and without reference to any information communicated to one Party by the other.

2. Nondisclosure and Nonuse Obligation

   Neither Party will make use of, disseminate, or in any way disclose any Confidential Information as provided in this Section, except as may be required by a court of competent jurisdiction. Both Parties will treat all Confidential Information with the same degree of care as they accord their own confidential information, and represent that they exercise at least reasonable care to protect their own confidential information. Both Parties agree that they shall disclose Confidential Information only to those employees who need to know such information and both Parties certify that such employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Any Party will immediately give notice to the other Party of any unauthorized use or disclosure of the Confidential Information and agree to assist the other Party in remedying any such unauthorized use or disclosure of the Confidential Information.

Relationship of Parties

Lumenore is acting only as an independent contractor and does not undertake, by this Agreement to perform any obligation of Client, whether regulatory or contractual, or to assume any responsibility for Client's business or operations. Neither Party shall act or represent itself, directly or by implication, as an agent of the other, except as expressly authorized under this Agreement. Lumenore has the sole right to supervise and manage its employees under this Agreement.

Force Majeure

Neither Party shall be liable for any failure or delay in its performance (other than non-payment) due to circumstances beyond its reasonable control, provided that it notifies the other Party as soon as practicable and uses reasonable commercial efforts to resume performance.

Severability

If any provision of this Agreement is declared or found to be illegal, unenforceable or void, then the Parties will be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void, it being the intent and agreement of the Parties that this Agreement will be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefore another provision that is legal and enforceable and achieves the same objective. If such illegal, unenforceable or void provision does not relate to the payments to be made to Lumenore hereunder and if the remainder of this Agreement will not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected will be enforced to the extent permitted by law.

Survival

Any sections of this Agreement that by their nature may reasonably be presumed to have been intended to survive any termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement.

Export Restrictions

Client acknowledges that the laws and regulations of the United States restrict the export and re-export of certain commodities and technical data of United States origin, including the Software and the Documentation, in any medium. Client agrees that Client will not export or re-export the Software or the Documentation in any medium without the appropriate United States and foreign government licenses. Client further acknowledges that it is knowledgeable about U.S. export licensing requirements or that Client will become so prior to engaging directly or indirectly in any export transaction including the Software and/or Documentation. Client hereby agrees to comply with the requirements of the U.S. Foreign Corrupt Practices Act (the "Act") and shall refrain from any payments to third parties which would cause Client or Lumenore or Lumenore's licensors to violate the Act.

Attorneys' Fees

If either Party sues the other in connection with this Agreement, the prevailing Party shall recover its reasonable attorneys' fees and costs.

Statute of Limitations

Neither Party may assert a claim against the other Party more than one year after the date that such claim arose.

Governing Law; Jurisdiction; Venue

This Agreement shall be governed by the laws of State of Michigan without giving effect to any rules of conflicts of law. Both Parties waive their right to a jury trial as to any or all of the issues arising out of or related to this Agreement. The Parties exclude, in its entirety, the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. The Parties consent to the exclusive jurisdiction of the appropriate federal court in the U.S. District Court for the Eastern District of Michigan, Southern Division or of the state courts in Oakland County, Michigan for any legal or equitable action or proceeding arising out of, or in connection with, this Agreement. Each of Lumenore and Supplier specifically waives any and all objections to venue in such courts.

Compliance with Laws

Each Party shall comply with all applicable treaties, agreements, statutes, rules, or ordinances for those foreign, federal, state, or local governmental entities with jurisdiction, as all may be newly enacted or amended from time to time (“Laws”).

Media Releases

Neither Party shall identify the other Party in any media releases, public disclosures or marketing material without the prior consent of the other Party, except for (i) any announcement intended solely for a Party's internal distribution, (ii) any listing of the other Party as a client or vendor of the other in confidential proposals, and (iii) any disclosure required by law.

Assignment

Neither Party may or can assign any of its rights and obligations under this Agreement or any SOW without the prior written consent of the other, which consent will not be unreasonably withheld. Lumenore may use subcontractors to perform work under this Agreement or any SOW provided that any subcontract shall contain confidentiality provisions substantially similar to those herein.

Notices

Any notice under this Agreement shall be deemed delivered when delivered in person, the day after being sent by Federal Express or comparable overnight courier, or five days after being mailed by registered or certified U.S. mail, return receipt requested, to the Parties designated in the initial Subscription acceptance on the Lumenore website.

Modifications to this Agreement

This agreement can be modified from time to time however such changes shall be notified to the end users in a timely manner.

Entire Agreement

This Agreement and the SOW(s) issued hereunder constitute the final, entire, and exclusive agreement between the Parties with respect to the subject matter hereof and may be amended or modified only in writing executed by both Parties. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements.