SOFTWARE LICENSE AGREEMENT

This Software License Agreement is a legal agreement between BAMBOO ROSE LLC, a limited liability company organized and existing under the laws of the State of Delaware with its corporate offices at 17 Rogers Street, Gloucester, MA 01930 (hereafter referred to as "Bamboo Rose" or "Licensor") and you ("You" or "Licensee") regarding a license from Bamboo Rose to use this Software ("Software").

BEFORE YOU CLICK ON THE "ACCEPT" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON OR USING THE LICENSED PROGRAM IN ANY MANNER, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU HAVE A WRITTEN, SIGNED LICENSE AGREEMENT GOVERNING THE USE OF THE LICENSED PROGRAM, THE TERMS AND CONDITIONS OF THE SIGNED AGREEMENT WILL APPLY TO YOUR USE OF THE LICENSED PROGRAM.

1. DEFINITIONS.
1.1 "Intellectual Property Rights" means patent rights (including patent applications and disclosures), copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
1.2 "Order Schedule" means the Bamboo Rose document entitled Order Schedule by which Licensee may acquire additional Software licenses and Services as an addendum to this Agreement.
1.3 "Software" means the Bamboo Rose Key application which provides you on-line access to Bamboo Rose's software as licensed by the End User Customer.
1.4 "Services" means the support services (as more fully described in Section 4 below), provided by Bamboo Rose pursuant to this Agreement. Consulting services, installation services, and/or training services will be contracted separately.
1.5 "Installed User" means a user with a valid named user id created in the Bamboo Rose application with the ability to login and use the application. Each individual accessing the system must have a unique named user id. The installed users must not exceed the number of named users licensed. For the purposes of the number of users, those users in the production environment will be used.
1.6 "User" means an individual authorized to use the Software.
1.7 "End User Customer" means the Bamboo Rose customer, pursuant to this Agreement, that you are being provided on-line access to its Bamboo Rose software solutions.

2. LICENSE.
2.1 Grant of License. Subject to all the terms of this Agreement and payment of all fees, Bamboo Rose grants Licensee a worldwide, non-exclusive license to use the Software for a 12-month period for business purposes for the number of Users licensed. Licensee will be responsible for ensuring that use inconsistent with the foregoing is prohibited. As part of the registration process, you'll be provided an encrypted license key. This license key will enable you to access the "End User Customers" site on their invitation.
2.2 License Restrictions. Licensee has no right to transfer, sublicense, or otherwise distribute the Software to any third party. Licensee may not (nor allow any third party to): (a) modify the underlying functionality of the Software or disassemble, decompile, reverse engineer the object code of the Software, or attempt to discover any source code or underlying ideas or algorithms of any Software; (b) copy the Software, except to fulfill its rights under a particular Order Schedule or for a reasonable number of backup copies; or (c) provide, lease, lend, use for timesharing or service bureau purposes (d) publish, or otherwise make available to any third party any Product benchmark testing information or results, or (e) use any Software, or allow the transfer, transmission, export, or re-export of any Product or portion thereof, in violation of any export control laws or regulations of the United States of America or of any other applicable country.
2.3 Limited Rights. Licensee's rights in the Software will be limited to those expressly granted in this Section 2. Bamboo Rose reserves all rights and licenses in and to the Software not expressly granted to Licensee under this Agreement.
2.4 Verification and Audit. At Bamboo Rose's request, Licensee shall furnish Bamboo Rose with a certification signed by an officer of Licensee verifying that the Software are being used pursuant to the terms of this Agreement. In addition, no more than once annually, upon thirty (30) days prior written notice, Bamboo Rose may conduct an audit at Licensee's site to ensure that Licensee's use of the Software is in compliance with the terms of this Agreement. Any such audit shall not unreasonably interfere with Licensee's business activities. If an audit reveals that Licensee has underpaid fees to Bamboo Rose, then Licensee shall be invoiced for, and Licensee will pay, any such underpaid fees, based on Bamboo Rose's price list in effect at the time the audit is completed.

3. OWNERSHIP. Bamboo Rose and its licensors presently own and will continue to own all worldwide right, title, and interest in and to the Software and all worldwide Intellectual Property Rights therein, whether or not the Software, in whole or in part, are incorporated in or combined with any other product. Licensee will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices of Bamboo Rose and its licensors appearing on the Software as delivered to Licensee. Licensee will reproduce such notices on all copies it makes of the Software.

4. SERVICES. `
4.1 Maintenance and Support Services. During the 12 month term of the Software license, Licensee shall contact Bamboo Rose's technical support department for technical support relating solely to the Bamboo Rose Key. Maintenance pricing is included within the Software License fees paid to access the Software and accordingly is a non-refundable service once purchased. Bamboo Rose's maintenance obligations under this Agreement do not include support of the End User Customer's technical operating environment, including the Bamboo Rose software as licensed by the End User Customer.
4.2 Professional Services. The parties may enter into an Order Schedule and/or statement of work for professional services ("Professional Services") to be provided by Bamboo Rose with respect to the Software. Such Professional Services will be at the rates set out in an executed Order Schedule and/or statement of work at such commercially reasonable rates negotiated in good faith between the parties for such Professional Services. In the event that such Professional Services are provided, Bamboo Rose represents and warrants that:
(a) all Professional Services shall be performed in a workmanlike manner, in compliance with industry standards, and in accordance with this Agreement, and, if applicable, the applicable Order Schedule and/or statement of work;
(b) all Professional Services shall be preformed on a timely basis and be of professional quality, in accordance with all applicable legislation, whether federal, state or international (if the Professional Services are performed in jurisdictions other than United States of America);

5. DELIVERY.
5.1 All Software and license keys will be shipped FOB Bamboo Rose's site. Shipping and handling charges, if applicable, will be invoiced with shipment.

6. PAYMENT.
6.1 License and Support Services Fees. Licensee shall pay Bamboo Rose the total fees for Software and Services provided pursuant to this Agreement in advance.
6.2 Payment Terms and Taxes Except as expressly set forth in this Agreement or in any addendum or attachment hereto, all fees paid to Bamboo Rose are nonrefundable. Licensee will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales and use taxes) associated with this Agreement or Licensee's receipt or use of the Software and Services, except for taxes based on Bamboo Rose's income. If any withholding or similar tax must be paid under the laws of any country outside of the United States of America based on the payments to Bamboo Rose specified in this Agreement, then Licensee will pay all such taxes. Licensee will provide Bamboo Rose with written documentation certifying that all such taxes paid in connection with this Agreement. Licensee will promptly reimburse Bamboo Rose for all such taxes or duties that Bamboo Rose may be required to pay in connection with this Agreement related to any such withholding taxes. Any overdue payments will bear a late payment fee of 1.5% per month, or, if lower, the maximum rate permitted by law.

7. WARRANTY.
7.1 Limited Warranty. Bamboo Rose warrants to Licensee that for a period of ninety (90) days ("Warranty Period") from delivery of the Software, the Software, as delivered, will perform substantially in accordance with the applicable published documentation.
7.2 As Bamboo Rose's sole liability and Licensee's exclusive remedy for a breach of the warranty set forth in Section 7.1, Bamboo Rose shall attempt through reasonable efforts to correct such nonconformity. This remedy is available only if Bamboo Rose is promptly notified in writing, within the Warranty Period, upon discovery of the non-conformity by Licensee and Bamboo Rose's examination of the Software discloses that such non-conformity exists.
7.3 Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS IN LIEU OF, AND BAMBOO ROSE EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Bamboo Rose DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT LICENSEE MAY SELECT FOR USE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

8. INDEMNIFICATION.
8.1 Infringement Indemnity. Bamboo Rose will defend and hold Licensee harmless any action brought against Licensee to the extent that it is based upon a claim that the Software, as provided by Bamboo Rose to Licensee under this Agreement, infringe any patent, or any copyright, trademark or misappropriates a trade secret, and will pay any and all costs, damages, expenses, losses and reasonable legal fees attributable to such claim and incurred by Licensee, provided that Licensee: (a) notifies Bamboo Rose in writing of the claim within fifteen (15) days of the date Licensee first becomes aware of such claim; (b) grants Bamboo Rose sole control of the defense and settlement of the claim; and (c) provides Bamboo Rose with all reasonable assistance, information and authority required for the defense and settlement of the claim, at Bamboo Rose's expense.
8.2 Injunctions. If Licensee's use of any of the Software hereunder is, or in Bamboo Rose's opinion is likely to be, enjoined due to the type of claim specified in Section 8.1 above, Bamboo Rose may, at its sole option and expense: (a) procure for Licensee the right to continue using such Software under the terms of this Agreement; or (b) replace or modify such Software so that they are non-infringing and substantially equivalent in function to the enjoined Software.
8.3 Exclusions. Notwithstanding the terms of Section 8.1, Bamboo Rose will have no liability for any claim to the extent it arises from: (a) modification of the Software made other than by Bamboo Rose; (b) the combination, operation or use of any Software supplied hereunder with equipment devices or software not supplied or recommended by Bamboo Rose, if such a claim would have been avoided if the Software were not used in such combination; (c) failure of Licensee to use the Software in accordance with the terms of this Agreement; (d) failure of Licensee to use updated or modified Software provided by Bamboo Rose to avoid a claim. (The foregoing clauses (a) through (d) are referred to as "Licensee Claims.") Customer will defend any action brought against Bamboo Rose to the extent that it is based on any Licensee Claim and will pay any damages, costs, expenses, judgments or losses based on such Licensee Claim.
8.4 Sole Remedy. THE PROVISIONS OF THIS SECTION 8 SET FORTH BAMBOO ROSE'S OBLIGATIONS, AND LICENSEE'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

9. CONFIDENTIALITY.
9.1 Definition. "Confidential Information" means: (a) the Software; and (b) any business or technical information of Bamboo Rose or Licensee, including but not limited to any information relating to Bamboo Rose's or Licensee's product plans, designs, costs, product prices and names, customer information, customer lists, finances, marketing plans, corporate brand information, business opportunities, personnel, research, development or know-how which is either designated by the disclosing party as proprietary or confidential information (either in written, oral or electronic format) or information which, by its nature or context, would reasonably be known to be confidential without specific designation. Confidential Information does not include information that: (a) is or becomes public through no fault or breach by the receiving party; (b) is known to the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (e) is disclosed with the prior written approval of the disclosing party.
9.2 Use and Disclosure Restrictions. Neither party will use the other party's Confidential Information except as permitted herein, and will not, at any time, disclose such Confidential Information to any third party except to employees and consultants as is reasonably required to exercise its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Each party will take all reasonable measures to maintain the confidentiality of all of the other party's Confidential Information in its possession or control, but in any event at least those measures that it employs to protect its own information of similar importance. However, each party may disclose Confidential Information of the other party: (a) pursuant to the order or requirement of a court, or other governmental body having lawful authority to demand such Confidential Information, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to legal or financial advisors.

10. LIMITATION OF LIABILITY.
10.1 Total liability. BAMBOO ROSE'S AND ITS LICENSORS' CUMULATIVE LIABILITY TO LICENSEE FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO BAMBOO ROSE BY LICENSEE PURSUANT TO THIS AGREEMENT.
10.2 Exclusion of Damages. IN NO EVENT WILL BAMBOO ROSE OR ITS LICENSORS BE LIABLE TO LICENSEE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT BAMBOO ROSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

11. TERMINATION.
11.1 Term and Termination. This Agreement will begin on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement or by the End User Customer (as further described in Section 11.3), will remain in effect for a twelve month period.
11.2 Termination for Cause. Each party will have the right to terminate this Agreement or any Software license granted hereunder if (i) the other party breaches any material term of this Agreement, including without limitation Section 2 (License), Section 4 (Services), Section 6 (Payment), and Section 7 (Warranty) and fails to cure such breach within thirty (30) days after written notice thereof; or (ii) either party becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
11.3 Termination by End User Customer. The End User Customer may have the right to may terminate the Licensee's access to the End User Customer's Software without advance notice or cause. The terms and conditions that govern the Licensee's access to the End User Customer's technical operating environment are not covered in this Agreement.
11.4 Effect of Termination. Upon any termination of this Agreement or of any individual Software license granted hereunder, Licensee will promptly return to Bamboo Rose or, at Bamboo Rose's request, destroy, the applicable Software and all copies and portions thereof, in all forms and types of media, and provide Bamboo Rose with an officer's written certification, certifying to Licensee's compliance with the foregoing. Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party.
11.5 Survival. All terms of this Agreement which are on-going in nature (including without limitation Sections 3, 6, 8, 9, 10, 11.4 and 12) shall survive the termination of this Agreement.

12. GENERAL.
12.1 Assignment. Licensee will have no right to assign this Agreement, in whole or in part, without Bamboo Rose's prior written consent. Any attempt to assign this Agreement without such consent will be null and of no effect. However, Licensee may assign this Agreement, without Bamboo Rose's consent, in the case of a merger, acquisition or sale of substantially all of Licensee's assets, or to any entity that controls, is controlled by, or is under common control with, Licensee; provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement.
12.2 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
12.3 Severability. If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, such provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
12.4 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
12.5 Notices. All notices required or permitted under this Agreement will be in writing and delivered by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section.
12.6 Force Majeure. Except for payment obligations, neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including but not limited to, labor disputes, strikes, war, riot, act of God or governmental action.
12.7 Relationship of Parties. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
12.8 Non-Solicitation. Licensee will not recruit or solicit any Bamboo Rose employee that has provided any Services to Licensee hereunder, for a period of one (1) year after the completion of any such Services, without Bamboo Rose's prior written consent.
12.9 Marketing. Bamboo Rose may, from time to time, publicly announce and list Licensee in Bamboo Rose's customer listings. Bamboo Rose may, from time to time, contact you directly to market other Products or Services.
12.10 Entire Agreement. This Agreement, including all schedules, exhibits and attachments and Order Schedules attached hereto (or appended from time to time in accordance with the terms of this Agreement), contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties.
12.11 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute use and the same instrument.