STARBURST COMMUNICATIONS CORP.
	TERMS AND CONDITIONS
1.	General.  "You" means the single end-user customer organization signing this 
Agreement.  Your license shall extend to your affiliates, if so provided in the Program 
Description and to the extent so provided, so long (and only so long) as they remain under your 
control (in the sense that you own or control, directly or indirectly, stock or other interest in the 
affiliate representing more than fifty percent (50%) of the aggregate stock or other interest 
entitled to vote on decisions reserved to a vote by owners of such stock or other interest).
2.	License.  Licensor grants you a nonexclusive license to:
	a.	Install copies of the Program on the Maximum Number of Computers specified in 
the Program Description that you own or lease at the Designated Location(s); and
	b.	Use and execute the Program for purposes of serving your internal needs and, in 
support of such use, store the Program's machine-readable instructions or data on a 
temporary basis in main memory, extended memory, or expanded memory of such 
computer system and transmit such instructions or data through computers and associated 
devices at the Designated Location(s).
	Unless otherwise provided in the Program Description, you may not use the Program(s) to 
process accounts or records or to generate output data for the direct benefit of, or for purposes of 
rendering services to, any other business entities or organizations. 
3.	Object Code.  The Program is provided in and may be used in machine-readable object 
code form only.
4.	Back-up Copies.  You may make a reasonable number of copies of each Program in 
machine-readable, object code form, as necessary for nonproductive backup purposes only, 
provided that you reproduce and include Licensor's copyright notice and proprietary legend on 
each backup copy.  Each backup copy must be stored in a safe and secure location.  All copies of 
all Programs must be accounted for upon Licensor's request.
5.	End-User Materials.  End-User Materials that accompany the Program are provided 
solely to support your authorized use of the Program.  You may not use, copy, modify, or 
distribute the End-User Materials, or any copy, adaptation, transcription, or merged portion 
thereof, except as expressly authorized by Licensor by separate written agreement.  
6.	Term of License.  This license is effective until terminated.  You may terminate this 
license at any time by destroying all copies of the Program and End-User Materials and the 
permitted backup copies.  Licensor may terminate this Agreement pursuant to Section 18 below.
7.	Delivery And Acceptance.  Licensor will ship a copy of the Program to you within 14 
days of the execution of this Agreement.  Licensor will not be responsible for delays caused by 
events or circumstances beyond its reasonable control.  Shipments are F.O.B. factory and shall be 
deemed accepted upon delivery.
8.	License Fees.  An invoice for the License Fees and shipping charges will be included in 
the Program shipment.  You agree to pay the License Fees for your license of the Program within 
thirty (30) days of the date of Licensor’s shipment.
9.	Other Charges.  License Fees do not include installation, training or other optional 
services requested by you.  You agree to pay Licensor’s then current standard hourly rates for all 
such services requested and reimburse Licensor for all travel, living and other expenses when and 
as the services are rendered and the expenses incurred and as invoiced by Licensor.  Licensor 
reserves the right to require prepayment or advance deposit for services or expenses in some 
instances.  You are also responsible for sales or use taxes and state or local property or excise 
taxes associated with your licensing, possession, or use of the Program.
10.	Late Charges.  If any fee or cost is not paid within thirty (30) days after it is due, 
Licensor may, at its option, charge interest at a rate of one and one-half percent (1 1/2%) per 
month (eighteen percent (18%) per anum) or, if less, the highest rate allowed by applicable law, 
from the date such fee or charge first became due.
11.	Customer Responsibilities.  You are responsible for the following actions:
	a. Determining whether the Program will achieve the results you desire;
	b. Procuring, installing, and operating computers and operating systems to run the 
Program;
	c. Providing a proper environment and proper utilities for the computers on which the 
Program operates, including an uninterrupted power supply;
	d. Selecting and training your personnel so they can operate computers and so they are 
familiar with the Program; and
	e. Establishing adequate operational back-up provisions in the event the Program or the 
computer systems on which they run should become nonoperational.
Licensor reserves the right to charge additional service fees if an operator seeks assistance with 
respect to any of the above or any other matters not directly relating to the operation of the 
Program(s).  
12.	Data.  You acknowledge that data conversion or transmission is subject to the likelihood 
of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or 
damage to media, that may give rise to loss or damage.  Licensor shall not be liable for any such 
errors, omissions, delays, or losses, unless caused by its gross negligence or willful misconduct.  
You are responsible for adopting measures to limit the impact of such problems, including 
backing up data, and adopting procedures to ensure the accuracy of data; examining and 
confirming results prior to use; and adopting procedures to identify and correct errors and 
omissions, replace lost or damaged media, and reconstruct data.  You are also responsible for 
complying with all local, state, and federal laws pertaining to the use and disclosure of any data.
13.	Proprietary Protection. You agree that you neither own nor hereby acquire any claim or 
right of ownership to the Program or End-User Manuals or to any related patents, copyrights, 
trademarks or other intellectual property.  You own only the magnetic or other physical media on 
which the Program and End-User Manuals are recorded or fixed.  Licensor retains ownership of 
the End-User Manuals and all copies of the Program recorded on the original media and all 
subsequent copies of the Program at all times, regardless of the form or media in or on which the 
original or other copies may subsequently exist.  This license is not a sale of the original or any 
subsequent copy.  This Agreement does not provide you with title or ownership of the Program, 
but only a right of limited use.
14.	Limitations on Use, Etc.  You may not use, copy, modify, or distribute the Program or 
End-User Materials (electronically or otherwise), or any copy, adaptation, transcription, or 
merged portion thereof, except as expressly authorized by Licensor, hereunder or in a separate 
written agreement signed by both parties.  You may not reverse assemble, reverse compile, 
translate or otherwise attempt to create the source code from the Program or create derivative 
works of the Program or any portion thereof, including for reasons of error correction or 
interoperability.  During the warranty period, at your request and at Licensor’s election or as may 
be required by applicable law, Licensor will make commercially reasonable efforts to make 
available to you certain interface specifications so that you may develop software interfaces to 
provide interoperability with the Program.  Your license may not be transferred, leased, assigned, 
or sublicensed without Licensor's prior written consent, except for a transfer of the Program in its 
entirety to a successor in interest of your entire business who assumes the obligations of this 
Agreement or as permitted by applicable law.  You may not install the Program anywhere but the 
Designated Location(s) without Licensor's prior written consent (which will not be unreasonably 
withheld), provided that you may transfer the Program to another location temporarily in the 
event of an interruption of computer operations at the Designated Location(s).  You authorize 
Licensor to enter your premises in order to inspect the Program during regular business hours to 
verify compliance with the terms of this Agreement upon reasonable notice.  You shall not use 
Licensor’s name or refer to Licensor directly or indirectly in any papers, articles, advertisements, 
sales presentations, news releases or releases to any third party without the prior written approval 
of Licensor for each such use.  You shall not release the results of any performance or functional 
evaluation of any program to any third party without prior written approval of Licensor for each 
such release.
15.	Warranty.  Licensor warrants for a period of ninety (90) days after the delivery of the 
Program, for your benefit alone, that the media on which the Program is furnished is free from 
defects in materials and workmanship under normal use, and that such Program, when operated 
with the equipment configuration and in the operating environment specified by Licensor, will 
perform substantially in accordance with the End-User Manuals.  Licensor does not warrant that 
the Program will be error-free in all circumstances.  In the event of any defect or error covered by 
such warranty, you agree to provide Licensor with sufficient detail to allow Licensor to reproduce 
the defect or error.  As your exclusive remedy for any defect in the media or error in the Program 
covered by such warranty, and as Licensor's entire liability in contract, tort, or otherwise, 
Licensor will, for defective media, provide replacement media containing the Program, or for 
Program error(s), make commercially reasonable efforts to correct such error(s) at Licensor's 
facility by issuing corrected instructions, a restriction, or a bypass.  If Licensor is unable to 
correct or provide a bypass for such error after a reasonable opportunity, Licensor will refund the 
license fees paid for such Program.  However, Licensor is not responsible for any defect or error 
not reported during the warranty period or any defect or error after the Program has been 
modified, misused, or damaged.  Licensor does not hold itself out as a professional expert or 
advisor regarding your computer or information needs.  EXCEPT AS EXPRESSLY SET 
FORTH IN THIS PARAGRAPH, LICENSOR SHALL HAVE NO LIABILITY TO YOU OR 
ANY THIRD PARTY FOR THE PROGRAM OR ANY SERVICES PROVIDED, INCLUDING 
ANY LIABILITY FOR NEGLIGENCE; LICENSOR MAKES AND YOU RECEIVE NO 
WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF 
THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND LICENSOR 
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS 
FOR A PARTICULAR PURPOSE.  YOU MAY HAVE CERTAIN STATUTORY RIGHTS TO 
WHICH THESE EXCLUSIONS DO NOT APPLY.
16.	Limitation of Liability; Exclusion of Consequential Damages.  The cumulative 
liability of Licensor to you for all claims relating to the Program and any services rendered 
hereunder, in contract, tort, or otherwise, shall not exceed the total amount of all license fees paid 
to Licensor for the relevant Program or services.  This limitation shall not apply to the 
indemnification provided in Paragraph 17.  In no event shall Licensor be liable to you for any 
consequential, indirect, special, multiple or incidental damages, even if Licensor has been 
advised of the possibility of such potential loss or damage.  The foregoing limitation of liability 
and exclusion of certain damages shall apply regardless of the success or effectiveness of other 
remedies.  Some states do not allow the exclusion or limitation of incidental or consequential 
damages so the above limitation or exclusion may not apply to you.
17.	Indemnification.  If a third party claims that the Program infringes any U.S. patent, 
copyright, or trade secret, Licensor will (as long as you are not in default under this Agreement or 
any other agreement with Licensor) defend you against such claim at Licensor's expense and pay 
all damages that a court finally awards, provided that you promptly notify Licensor in writing of 
the claim, and allow Licensor to control, and cooperate with Licensor in, the defense or any 
related settlement negotiations.  If such a claim is made or appears possible, Licensor may, at its 
option, secure for you the right to continue to use the Program, modify or replace the Program so 
it is noninfringing, or, if neither of the foregoing options is reasonably available in Licensor's 
judgment, require you to return the Program for a refund of the License Fees paid by you for the 
infringing Program depreciated over a three-year period.  However, Licensor has no obligation 
for any claim based on a modified version of the Program or its combination, operation, or use 
with any product, data, or apparatus not provided by Licensor.  THIS PARAGRAPH STATES 
LICENSOR'S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF 
INFRINGEMENT.
18.	Default.  Should you fail to pay any fees or charges due hereunder or fail to carry out any 
other obligation under this Agreement or any other agreement with Licensor, Licensor may, at its 
option, in addition to other available remedies, terminate this Agreement, provided that it first 
gives you thirty (30) days' prior notice in order to permit you to cure your default.  
19.	Termination.  Upon termination of this Agreement for any reason, your license will 
terminate, and you are required to return or destroy, as requested by Licensor, all copies of the 
Program(s) in your possession (whether modified or unmodified), and all other materials 
pertaining to the Program(s), including all copies thereof.  You agree to certify your compliance 
with such requirement upon Licensor's request.
20.	Notices.  All notices or other communications required to be given hereunder shall be in 
writing and delivered either personally or by U.S. mail, certified, return receipt requested, 
postage prepaid, and addressed as provided in this Agreement or as otherwise requested by the 
receiving party.  Notices delivered personally shall be effective upon delivery and notices 
delivered by mail shall be effective upon their receipt by the party to whom they are addressed.
21.	Governing Law.  This Agreement will be governed by the laws of the Commonwealth of 
Massachusetts, and shall in all respects be interpreted, enforced and governed under the internal 
and domestic laws of such Commonwealth without giving effect to the principles of conflict or 
choice of law of such Commonwealth.  Any claims or legal actions by one party against the other 
arising out of this Agreement shall be commenced and maintained in any state or federal court 
located in the Commonwealth of Massachusetts, and both parties hereby submit to the 
jurisdiction and venue of any such court. The parties hereto exclude the United Nations 
Conventions on Contracts for the International Sale of Goods from this Agreement and any 
transaction between them that may be implemented in connection with this Agreement.
22.	Entire Agreement, Modifications and Waivers.  This Agreement sets forth the entire 
agreement and understanding between the parties as to the subject matter of this Agreement and 
merges all prior discussion.  This Agreement may not be modified except by a writing signed by 
authorized representatives of both parties.  A waiver by either party of its rights hereunder shall 
not be binding unless contained in a writing signed by an authorized representative of the party 
waiving its rights.  The nonenforcement or waiver of any provision on one (1) occasion shall not 
constitute a waiver of such provision on any other occasions unless expressly so agreed in 
writing.  It is agreed that no use of trade or other regular practice or method of dealing between 
the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms 
of this Agreement.
23.	Severability.  To the extent that any law, statute, treaty, or regulation by its terms as 
determined by a court, tribunal, or other governmental authority of competent jurisdiction is in 
conflict with the terms of this Agreement, the conflicting terms of this Agreement shall be 
superseded only to the extent necessary by the terms required by such law, statute, treaty, or 
regulation.  If any provision of this Agreement shall be otherwise unlawful, void, or for any 
reason unenforceable, then that provision shall be enforced to the maximum extent permissible 
so as to effect the intent of the parties.  In either case, the remainder of this Agreement shall 
continue in full force and effect.
24.	U.S. Government Restricted Rights Legend.  The Program(s) are provided with 
“Restricted Rights.”  Use, duplication, reproduction or disclosure by the Government is subject 
to restrictions in subdivision (c)(l)(ii) of the Rights in Technical Data and Computer Software 
clause 252.227-7013 and in subparagraphs (a) through (d) of the Commercial Software -
Restricted Rights Clause at 52.227-19.  Contractor is StarBurst Communications Corp., 150 
Baker Avenue, Concord, MA 01742 USA.
25.	Compliance with Laws.  You will comply, at your own expense, with all statutes, 
regulations, rules, ordinances, and other of any governmental body, department or agency which 
apply to or result from your obligations under this Agreement.  You agree not to export the 
Program(s) directly or indirectly, separately or as part of a system, without first obtaining proper 
authority to do so from the appropriate governmental agencies or entities, as may be required by 
law.
26.	Survival.  Notwithstanding anything to the contrary contained in this Agreement, 
Sections 13-26 shall survive termination of this Agreement.






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