END USER LICENSE AGREEMENT - November 1, 2003

PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE DOWNLOADING OR USING THIS SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.

  1. LICENSED SOFTWARE

    2. Definitions. The term "Licensor" shall mean Mango Arma, LLC. The term "Licensee" shall mean the individual or entity to whom the Software is being licensed. The term "Software" as used herein includes program object code and systems and operations documentation in their standard versions and as customized for Licensee by Licensor. The term "Server" as used herein means a computer used by Licensee in a network shared by multiple users. The term "Seats" as used herein means the number of copies of the Software that may be installed or used on Licensee’s personal computers and used by employees of Licensee on such personal computers and not on a distributed basis using Licensee’s Server(s). The term "Hosting" as used herein shall mean the provision by Licensor to Licensee of remote access to the Software via Internet connectivity on equipment provided by Licensor or an entity selected by Licensor.

  2. LICENSE GRANT

    2.1

    Licensor hereby grants Licensee the limited, non-exclusive and non-transferable right and license ("License") to use the Software pursuant to the terms of this Agreement. All rights not expressly granted to Licensee are hereby reserved to Licensor. Licensee agrees that the Software is valuable, confidential and copyrighted property belonging solely to Licensor, and that Licensee has not purchased or been sold any interest in the Software other than the License rights as expressly provided herein.

    2.2

    Licensee agrees that the Software will only be used, or copied for use, either (a) on Licensee’s computers or (b) on equipment maintained by Licensor if Licensee chooses to have Licensor host the Software for an additional charge. Subject to the terms of this Agreement, Licensee shall have the right to use the Software for Licensee’s internal business purposes, provided, however, that Licensee’s use does not at any time exceed the number of Seats acquired by Licensee. If the Software is maintained on Licensee’s Server, Licensee shall have the right to direct execution of the Software by submitting Software input from, and receiving Software output at, remote computers connects to the Server regardless of the location of the Server.

    2.3

    Licensee agrees not to copy the Software, except that if the Software is maintained on Licensee’s Server Licensee may make one (1) backup copy in support of Licensee’s use of the Software on the computers referred to above. The backup copy shall be and remain part of the Software, subject to this License and must contain Licensor’s copyright notice and a notice that the Software constitutes confidential business information belonging to Licensor. Licensee agrees to prevent any persons other than approved employees of Licensee from using or having access to any part of the Software.

    2.4

    Licensee shall not distribute, sublicense, sell, rent, lease, lend, give, assign, transfer, modify, translate, disassemble, reverse engineer, or recompile the Software, or any portion thereof, or create any derivative works based thereon without Licensor’s prior written consent.

  3. LIMITED WARRANTY

    3.1

    Licensor warrants that the Software will function in accordance with the documentation provided to Licensee therewith. If Licensor is notified of an error in the Software within ninety (90) days after delivery of the Software, Licensor shall provide the warranty services set forth in Section 5.1.

    3.2

    EXCEPT AS SET FORTH ABOVE, LICENSOR MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUPPORT, HOSTING AND MAINTENANCE SERVICES AND/OR THE SOFTWARE, INCLUDING THE DOCUMENTATION, OR ANY UPDATES, ENHANCEMENTS OR RELEASES THERETO, OR ANY OTHER SERVICES OR GOODS PROVIDED BY LICENSOR TO LICENSEE IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT EITHER THE FUNCTIONAL SPECIFICATIONS OR THE FUNCTIONS CONTAINED OR TO BE CONTAINED IN THE SOFTWARE SHALL MEET THE LICENSEE’S REQUIREMENTS OR SHALL OPERATE IN THE COMBINATION WHICH LICENSEE SELECTS FOR USE, OR THAT THE OPERATION OR USE OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES THE RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE LICENSEE’S INTENDED RESULTS, AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE.

  4. LICENSEE'S OBLIGATIONS

    4.1

    Licensee agrees to inform Licensor in writing of any perceived programming error in the Software that requires correction, together with such supporting file/record dumps and output reports/copies of screen displays as may be necessary or reasonably requested by Licensor to examine and trace the perceived programming error.

    4.2

    On request, Licensee agrees to provide Licensor with sufficient support and test time on Licensee’s computer system to duplicate the error, certify that the error is with the Software, and to certify that the error has been fixed.

    4.3

    Licensee shall bear the cost of error identification and correction, if any, at Licensor’s then prevailing rates, plus any out-of-pocket expenses, if after investigation by Licensor, Licensor determines that such error occurred as a result of Licensee’s misuse of the Software, unauthorized modification of the Software or any other use of the Software not prescribed by Licensor.

  5. LIMITATIONS ON REMEDIES; DISCLAIMER OF CONSEQUENTIAL DAMAGES

    5.1

    In the case of a breach of the warranty concerning the Software or Hosting as set forth herein, Licensee’s sole and exclusive remedy and Licensor’s only obligation shall be to cause the Software to operate substantially in accordance with the applicable functional specifications as stated in the standard documentation. In the case of an alleged breach of the Software or Hosting warranty, Licensee must give Licensor notice during the warranty period.

    5.2

    LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOST PROFITS OR COSTS ASSOCIATED WITH LOSS OF DATA, SUFFERED OR INCURRED BY LICENSEE AS A CONSEQUENCE OF THE USE OR PERFORMANCE OF THE SOFTWARE, THE DOCUMENTATION, HOSTING, THE MAINTENANCE AND SUPPORT SERVICES OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT ANY LIMITATION ON REMEDIES IS DEEMED TO HAVE FAILED IN ITS ESSENTIAL PURPOSE. IN ANY EVENT, UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY LOSS, COST, EXPENSE OR DAMAGE TO LICENSEE IN AN AMOUNT EXCEEDING THE LICENSE FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT, WHETHER ARISING AS A RESULT OF: (a) ANY BREACH OF THIS AGREEMENT BY LICENSOR; (b) ANY ACT OR FAILURE TO ACT OF LICENSOR; (c) LICENSOR’S NEGLIGENCE OR GROSS NEGLIGENCE; (d) ANY CLAIM MADE AGAINST LICENSEE BY ANY OTHER PARTY; OR (e) OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE CLAIM OR POTENTIAL CLAIM. LICENSEE AGREES THAT IT SHALL NOT ASSERT ANY CLAIMS AGAINST LICENSOR BASED ON ANY THEORY OF STRICT LIABILITY.

    5.3

    Licensee acknowledges that the Software is not intended for use by computer users in general but is intended for use only by professionals and shall not in any form or manner substitute for the exercise of their professional judgment. Licensee agrees to bear full and exclusive responsibility and liability for the accuracy and appropriateness of the input and the use of the output of the Software by Licensee, Licensee’s personnel, clients and customers.

  6. INTELLECTUAL PROPERTY INDEMNITY

    6.1

    Licensor agrees to defend or, at its option, settle, at its expense, any action brought against Licensee to the extent that such action is based upon a claim that Licensee’s use of the Software, including the related documentation, infringes upon or violates any U.S. copyright, trade secret, trademark or other proprietary right of any third party or patent known to Licensor.

    6.2

    If the Software or related documentation is held to constitute such an infringement or violation of any third party’s proprietary rights and Licensee’s use thereof is or may reasonably be expected to be enjoined, Licensor shall, at its option, either secure for Licensee the right to continue to use such Software or documentation, or replace and modify such Software or documentation to make it non-infringing. If either option is not commercially reasonable, Licensor reserves the right to terminate the License and refund a pro rata share of the license and maintenance and support fees.

    6.3

    Notwithstanding the forgoing, in no event shall Licensor be liable for any claim under this Section which is based on: (a) Licensee’s continued use of the Software after it has become aware of the existence of any claim or potential claim of the type referred to above or after it has been notified by Licensor of the existence of such a claim and has been requested to cease all use of the Software; (b) the use or combination of the Software with any other software or hardware not supplied to Licensee by Licensor; (c) any change, modification, addition or enhancement to or of the Software not made by or at the direction of Licensor; or (d) Licensee’s use of any but the latest available (or the immediately prior) release of the Software. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR REGARDING INTELLECTUAL PROPERTY RIGHTS CLAIMS BY THIRD PARTIES.

  7. INDEMNITY

    8. Licensee shall indemnify and hold Licensor harmless from and against any and all costs, claims, damages, expenses and liabilities of any kind with respect to any claims or suits brought by any third party arising out of Licensee’s use of the Software other than claims covered by Section 6.

  8. TERMINATION

    8.1

    Licensor shall have the right to terminate this Agreement in its entirety if: (a) Licensee fails to pay any license fees, maintenance and support fees, Hosting fees or any other fees or sums that it is required to pay under this Agreement or any Proposal of Work, Work Order or similar order and such failure continues for a period of ten (10) days after Licensor gives written notice of such nonpayment to Licensee; or (b) Licensee materially breaches any of its obligations under this Agreement and such breach continues for a period of thirty (30) days after Licensor gives written notice of such breach to Licensee. Licensor’s right to terminate this Agreement hereunder shall not be affected in any way by its waiver of or failure to take action with respect to any previous failure or breach.

    8.2

    Upon any termination of this Agreement, Licensee shall cease using the Software, including the related documentation, and Licensee shall return to Licensor, the Software and related documentation and all copies thereof, all at Licensee’s sole cost and expense. Simultaneously with such return, Licensee shall deliver to Licensor an affidavit certified by a duly authorized officer of Licensee stating that the original and all copies of all materials required to be returned to Licensor have been so returned.

    8.3

    In no event shall any termination of this Agreement excuse either party from any breach or violation of this Agreement and full legal and equitable remedies shall remain available therefore, nor shall it excuse Licensee from making any payment due under this Agreement with respect to any period prior to the date of termination. Notwithstanding any provisions of this Agreement to the contrary, Sections 3, 5, 6, 7, 9, 10, 12 and 13 hereof shall survive any termination of this Agreement.

  9. CUMULATIVE RIGHTS AND REMEDIES

    10. All rights and remedies herein conferred upon or reserved to the parties in this Agreement shall be cumulative and concurrent and shall be in addition to all other rights and remedies available to such parties at law or in equity or otherwise. Such rights and remedies are not intended to be exclusive of any other rights or remedies and the exercise by any party of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy by such party provided herein or available at law or in equity.

  10. GOVERNING LAW AND JURISDICTION

    10.1

    This Agreement and the validity, construction and performance hereof shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to Pennsylvania choice of law principles.

    10.2

    In the event that the parties are unable to resolve, within a reasonable time, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, performance, breach or termination, the parties agree to first discuss the dispute informally at the corporate officer level. In the event that a resolution is not achieved at that level, the parties shall each designate one member of senior management to negotiate the dispute directly. In the event that such negotiation is not successful in achieving the resolution of the dispute, then either of the parties may submit such dispute to binding arbitration in Philadelphia, Pennsylvania, before a single arbitrator with experience in software matters, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator shall have the right and authority to determine how the decision or award as to each issue and matter in dispute may be implemented or enforced. The arbitrator may not amend this Agreement. Any decision or award shall be final and conclusive on the parties. There shall be no appeal therefrom other than for bias, fraud or misconduct. Judgment upon any decision or award may be entered in any court of competent jurisdiction. The arbitrator shall have no authority to award punitive damages against Licensor.

  11. FORCE MAJEURE

    12. Neither party shall be deemed to be in breach or default of this Agreement if there is any total or partial failure in the performance by it of its duties and obligations hereunder, other than the payment of money, occasioned by any acts of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials, energy or other supplies, priorities, strike, labor disputes or whatever nature and any other reason beyond such party’s reasonable control.

  12. SUCCESSORS AND ASSIGNS

    13. This Agreement, and all rights and powers granted hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  13. MISCELLANEOUS

    13.1

    Waivers. Any delay of forbearance by either party in exercising any right hereunder shall not be deemed a waiver of that right.

    13.2

    Limitation of Actions. Any arbitration by either party for breach of this Agreement must be commenced within two years after the complaining party knew or should have known of such breach.

    13.3

    Severability. The provisions of this Agreement are independent of and severable from each other. No provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any one or more of the other provisions hereof may be invalid or unenforceable in whole or in part.

    13.4

    Titles. The titles of the Sections and subsections of this Agreement are for convenience or reference only and are not in any way intended to limit or amplify the terms or conditions of this Agreement.

    13.5

    Entire Agreement. This Agreement shall constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof, and supersede all prior agreements, understandings, inducements or conditions, express or implied, oral or written, except as herein contained. The express terms hereof shall control and supersede any course of performance and/or usage of trade inconsistent with any of the terms hereof.

    13.6

    Assignment. Licensee may, without Licensor’s consent, assign this Agreement and all of Licensee’s rights and obligations hereunder to any entity with which Licensee may be merged or consolidated, or any entity, which acquires all or substantially all of Licensee’s assets.

    13.7

    Amendments. This Agreement may not be amended, modified, varied or supplemented except by a writing signed by duly authorized representatives of both parties.

    13.8

    Titles. The titles of the Sections and subsections of this Agreement are for convenience or reference only and are not in any way intended to limit or amplify the terms or conditions of this Agreement.

    13.9

    Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one Agreement.

  14. NOTICES

    15. All notices, requests, demands and other communications required or permitted to be made hereunder to the Licensor shall be in writing and shall be deemed duly given if hand delivered against a signed receipt therefore, sent by registered or certified mail, return receipt requested, first class postage prepaid, or sent by nationally recognized overnight delivery service, addressed to the party specified below:

    Mango Arma, LLC
    707 Knox Road, Suite 100
    Villanova, PA 19085
    Attention: Mark Weaver

EULA dated 11/1/2003