1. Subject to the terms and conditions herein, Licensor ("LSI") hereby grants Licensee ("You", "Your") a nonexclusive license to:
   1. access and execute the Services as described in Exhibit A of Your Application Services Agreement on LSI's Servers over the internet, and
   2. transmit data related to Your use of the Services over the internet
2. Services will be proved according to the terms as described in Exhibit B of Your Application Services Agreement

1. Subject to the restrictions on use as set forth herein, You will have access to the Services and LSI's Servers for the purpose of using the Services for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Services provided by LSI. Such use and access will be continuous on a 24/7 basis except for interruptions by reason of maintenance or downtime beyond LSI's reasonable control.
2. You will use the Services only for Your internal business operations and will not permit the Services to be used by or for the benefit of anyone other than Your business. You will not have the right to re-license or sell rights to access and/or use the Licensed Services or to transfer or assign rights to access or use the Services, except as expressly provided herein. You may not modify, translate, reverse engineer, decompile, create (or help to create) derivative works based upon the Services. You agree to use the Services in a manner that complies with all applicable laws including intellectual property and copyright laws. LSI expressly reserves all rights not expressly granted to You herein.
3. You will not:
   1. transmit or share identification or password codes to persons other than authorized users
   2. permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorized users, or
   3. permit access to the Services through a single identification or password code being made available to multiple users on a network
4. LSI will provide space on the Servers for Licensee to use for storage of data necessary for use of the Services

Members of LSI's support staff will be available to assist You with requests and questions regarding the Services. LSI will supply online and/or telephone support to You regarding the Services as described in Exhibit A of Your Application Services Agreement

Title to any proprietary rights in the Services or LSI's web site will remain in and be the sole and exclusive property of LSI. You will be the owner of all content created or provided by You or Your business

1. You acknowledge that the Services and other data on LSI's Servers embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to LSI. You will safeguard the right to access the Services and other software installed on LSI's Servers using the same standard of care that You use for Your own confidential materials
2. All data pertaining to Your business disclosed to LSI in connection with the performance of this Agreement and residing on LSI's Servers will be held as confidential by LSI and will not, without the prior written consent of You, be disclosed or be used for any purposes other than the performance of this Agreement. LSI will safeguard the confidentiality of such data using the same standard of care that LSI uses for its own confidential materials. This obligation does not apply to data that:
   1. is or becomes, through no act or failure to act on the part of LSI, generally known or available;
   2. is known by LSI at the time of receiving such information as evidenced by its written records;
   3. is hereafter furnished to LSI by a third party, as a matter of right and without restriction on disclosure;
   4. is independently developed by LSI as evidenced by its written and dated records and without any breach of this Agreement; or
   5. is the subject of a written permission to disclose provided by You
3. Further notwithstanding the forgoing, disclosure of data will not be precluded if such disclosure:
   1. is in response to a valid order of a court or other governmental body of the United States;
   2. is otherwise required by law; or
   3. is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary

LSI warrants the Services is developed and will be provided in conformity with generally prevailing industry standards. You must report any material deficiencies in the Services to LSI in writing within thirty (30) days of Your discovery of the defect. Your exclusive remedy for the breach of the above warranty will be for LSI to provide access to replacement Services within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. LSI EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Services, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. You will indemnify and hold LSI harmless against any claims incurred by LSI arising out of or in conjunction with Your breach of this Agreement, as well as all reasonable costs, expenses and attorneys' fees incurred therein

Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties

There may be other Terms and Conditions that apply to Your use of the Services as described in Your Application Services Agreement