# Northwoods Software

## Software License Agreement

This Software License Agreement (“this Agreement”) is a legal agreement between
Northwoods Software Corporation, a New Hampshire corporation (“Northwoods”), and
the individual or the firm, company, or other organization identified as the
licensee (“Customer” or “You”) in the license certificate issued by Northwoods for
this Agreement (the “License Certificate”). The terms of the License Certificate
are an integral part of this Agreement.

The licensed software, consisting of libraries, executables, documentation, and
samples created by Northwoods (collectively “Software”), is identified in the
License Certificate.

BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN
YOU SHOULD NOT USE THE SOFTWARE.

## 1 OWNERSHIP

The Software is licensed, not sold. Northwoods retains all right, title, and
interest in and to the Software, including all trade secrets and intellectual
property rights. This Agreement does not grant Customer any rights to patents,
trademarks, or copyrights except as expressly set forth herein.

## 2 GRANT OF LICENSE

### 2.1 License

Subject to the terms and conditions of this Agreement, Northwoods hereby grants
Customer a worldwide, non-exclusive, non-transferable license (“License”) to use
the Software. The License permits such number of developers in the Customer’s
designated licensed group (each as specified in the License Certificate) to use
the Software to develop such number of applications (each, an “Application”) as is
specified in the License Certificate – which, unless a greater number of
Applications is expressly stated in the License Certificate, is limited to one (1)
Application.

Customer may:

- copy the Software or any portion thereof, but only for purposes of Customer’s
  use thereof as permitted by this Agreement;
- use the API of the Software to develop an Application; and
- modify and incorporate any of the samples into an Application.

### 2.2 Restrictions

Customer shall not:

- modify the libraries or executables in the Software;
- create derivative works of the Software or any portion thereof, other than an
  Application;
- reverse engineer, decompile, disassemble, or deobfuscate the Software except to
  the extent permitted by applicable law;
- distribute, sell, sublicense, or otherwise provide the Software or any portion
  thereof to any third party, except as otherwise expressly permitted by this
  Agreement; or
- remove, alter, or obscure any proprietary notices in the Software.

### 2.3 Source Code

If the License Certificate specifies that You have source code rights, You may use
and modify the source code form of the Software (“Source Code”).

You acknowledge and agree that the Source Code is proprietary to Northwoods. You
shall:

- maintain the Source Code in confidence;
- not disclose, distribute, sell, sublicense, or otherwise provide the Source Code
  to any third party;
- only include minified or compiled Source Code in any Application;
- defend, indemnify, and hold harmless Northwoods and its affiliates, and each of
  their respective officers, directors, employees and representatives from and
  against any claims, damages, losses, liabilities, judgements, costs, and
  expenses (including reasonable attorneys' fees) arising out of or relating to
  any third party claim with respect to any Source Code modifications made by You.

## 3 TERM AND TERMINATION

### 3.1 Term

This Agreement and the License are effective on the effective date specified in
the License Certificate (the “Effective Date”), and shall continue in perpetuity
thereafter, subject to termination as otherwise set forth in this Agreement.

### 3.2 Termination

This Agreement may be terminated:

- by Customer at any time and for any reason by written notice to Northwoods;
- automatically if Customer breaches this Agreement; provided, that, if such
  breach is curable, this Agreement shall terminate if such breach is not cured by
  Customer within thirty (30) days following the first occurrence of such breach;
- by Northwoods if Customer becomes insolvent, files for (or has filed against it)
  bankruptcy, or commences liquidation or receivership proceedings; or
- by Northwoods or Customer as otherwise expressly permitted by this Agreement.

### 3.3 Effect of Termination and Survival

Upon termination of this Agreement, the License shall automatically end, Customer
shall promptly cease all use of the Software, and Customer shall certify in
writing to Northwoods that Customer has complied with its obligations hereunder.

The following provisions shall survive the termination of this Agreement: Section
1 (Ownership), Section 3.3 (Effect of Termination and Survival), Section 4.2
(Disclaimer of Warranty), Section 5 (Limitation of Liability), Section 6 (Payment
and Taxes), and Section 7 (Miscellaneous).

## 4 LIMITED WARRANTY, DISCLAIMER OF WARRANTY

### 4.1 Limited Warranty

Northwoods warrants (the “Limited Warranty”) that the Software will, for a period
of thirty (30) days following the Effective Date (the “Limited Warranty Period”),
function substantially as set forth in related Software documentation. In the
event of a breach of the Limited Warranty, Customer’s sole and exclusive remedy
for such breach shall be repair or replacement of the defective Software within
thirty (30) days of being notified of such breach, or, if Northwoods is unable to
repair or replace the defective Software, or determines that such repair or
replacement is impractical in Northwoods' sole judgment, then Northwoods may
terminate this Agreement by providing written notice thereof to Customer and shall
refund fees paid by Customer to Northwoods in the previous thirty (30) day period.

### 4.2 Disclaimer

EXCEPTING THE LIMITED WARRANTY, NORTHWOODS MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NORTHWOODS DISCLAIMS
ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER IMPLIED WARRANTY
ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE
SOFTWARE.

## 5 LIMITATION OF LIABILITY

IN NO EVENT WILL NORTHWOODS, ITS SUBSIDIARIES OR OTHER AFFILIATES, OR ITS
LICENSORS BE LIABLE TO YOU, WHETHER IN CONTRACT, BY REASON OF NEGLIGENCE OR
OTHERWISE, FOR ANY PUNITIVE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT
DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL
OR PROFITS IN CONNECTION WITH THE SUPPLY, USE, OR PERFORMANCE OF OR INABILITY TO
USE THE SOFTWARE, OR NON-PERFORMANCE OR OTHER BREACH OF ANY OF NORTHWOODS’
OBLIGATIONS UNDER THIS AGREEMENT, OR IN CONNECTION WITH ANY CLAIM ARISING FROM
THIS AGREEMENT OR RELATED IN ANY MANNER TO THE LICENSE AND/OR THE SOFTWARE.

YOU AGREE THAT NORTHWOODS’ ENTIRE LIABILITY FOR ANY DAMAGES, LOSSES, AND COSTS FOR
WHICH NORTHWOODS IS OTHERWISE LIABLE UNDER THIS AGREEMENT, OR THAT ARE RELATED IN
ANY MANNER TO THE LICENSE AND/OR THE SOFTWARE SHALL NOT EXCEED, IN THE AGGREGATE
FOR ANY AND ALL SUCH DAMAGES, LOSSES, AND COSTS, THE SUM OF ONE THOUSAND U.S.
DOLLARS ($1,000 USD).

## 6 PAYMENT AND TAXES

If credit has been extended to You by Northwoods, all payments are due within the
payment terms specified on the associated invoice. If Northwoods has not extended
credit to You, You shall be required to make payment concurrent with the Effective
Date. Any value added tax, use tax, sales tax, or similar tax applicable to this
Agreement, whether imposed on You or on Northwoods, shall be Your sole
responsibility.

## 7 MISCELLANEOUS

### 7.1 Compliance with Laws

You shall, and You shall cause Your subsidiaries and other affiliates and Your and
their officers, directors, managers, employees, owners, agents, and
representatives, to comply with all U.S. and foreign laws and regulations
(including export control laws and regulations) applicable to Your and their use
and distribution of the Software and/or any Application. You agree to defend,
indemnify, and hold harmless Northwoods and its subsidiaries and other affiliates,
and each of their respective officers, directors, managers, employees, owners,
agents, and representatives from and against any claims, damages, losses,
liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees)
suffered or incurred by any such indemnitee that, in whole or in part, arise out
of or relate to any breach or alleged breach by You of any of Your obligations
under this Section.

### 7.2 Consent

You agree that Northwoods may identify You as a customer of Northwoods, including
by use of Your name and logo to do so. Northwoods shall comply with written
requests to remove Your name and logo from its marketing materials.

### 7.3 Assignment

Customer may not sell, assign, or otherwise transfer this Agreement, the License,
or any of Customer’s rights or obligations under this Agreement. Any or all of
this Agreement, the License, and Northwoods’ rights and obligations under this
Agreement may be sold, assigned, or otherwise transferred by Northwoods.

### 7.4 No Agency

Both parties agree that no agency, partnership, joint venture, or employment is
created as a result of this Agreement. You do not have any authority of any kind
to bind Northwoods.

### 7.5 Governing Law

This Agreement shall be governed exclusively by, and construed exclusively in
accordance with, the laws of the United States and the State of New Hampshire. The
Federal and State courts of the State of New Hampshire shall have exclusive
jurisdiction to adjudicate any dispute arising out of or relating to this
Agreement. Each party hereby consents to the jurisdiction of such courts and
waives any right it may otherwise have to challenge the appropriateness of such
courts, whether on the basis of the doctrine of forum non conveniens or otherwise.
The United Nations Convention on Contracts for the International Sale of Goods
shall not apply to this Agreement.

### 7.6 Legal Effect

If any provision in this Agreement shall be determined to be invalid, such
provision shall be enforced to the fullest extent permitted by law, and the
remainder of this Agreement shall continue in full force and effect. The failure
of any party to enforce any provision of this Agreement shall not be deemed a
waiver of that or any other provision of this Agreement.

### 7.7 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding
of the parties and supersedes and cancels all previous written and oral
agreements, communications, and other understandings relating to the subject
matter of this Agreement, and all waivers and modifications must be in a writing
signed by both parties, except as otherwise provided herein.

**Date: November 1, 2024** – [nwoods.com/licenses](https://nwoods.com/licenses)
