license.txt

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10. Audit. During the term of this License and for one (1) year
thereafter, upon reasonable notice and during normal business hours,
Bocaloco or its outside auditors will have the right to enter your
premises and access your records and computer systems to verify that you
have paid to Bocaloco the correct amounts owed under this License and
determine whether the Products are being used in accordance with the
terms of this License. You will provide reasonable assistance to
Bocaloco in connection with this provision. You agree to pay the cost of
the audit if any underpayments during the period covered by the audit
amount to more than five percent (5%) of the fees actually owed for that
period.

11. Term and Termination.

11.1 Term.

The term of this License will begin as of the date that you receive the
Product and will remain in effect perpetually unless terminated under
this Section 11.

11.2 Termination for Convenience.

You may terminate this License for any reason, or for no reason, by
giving Bocaloco five (5) days' written notice.

11.3 Termination for Cause.

Bocaloco may terminate this License if you breach your obligations
hereunder. Bocaloco will effect such termination by giving you notice of
termination, specifying therein the alleged breach. If your breach is
curable, you will have a grace period of thirty (30) days after such
notice is served to cure the breach described therein. If the breach is
cured within the thirty (30) day grace period, then this License will
remain in effect; otherwise, this License will automatically terminate
upon the conclusion of the thirty (30) day grace period.

11.4 Effect of Termination.

Upon the termination of this License for any reason the following terms
shall apply: (a) all rights granted under this License will immediately
terminate and you must stop all use of the Product; (b) you must
immediately pay to Bocaloco all fees and expenses accrued prior to the
effective date of termination; (c) you must return to Bocaloco or
destroy all copies of the Product provided to or made by you, and will,
within ten (10) days after the effective date of termination, provide
Bocaloco with written certification that all such copies have been
returned or destroyed; (d) you must return to Bocaloco all of its other
confidential information that you have received during the term of this
License; and (e) all provisions of this Agreement with the exception of
the licenses granted in Sections 2 and 3, will survive termination of
this License for any reason.

12. General provisions.

12.1 Canadian Transactions.

If you are subject to Canadian law, you agree to the following:

The parties hereto have expressly required that the present License and
its Exhibits be drawn up in the English language. / Les parties aux
presentes ont expressement exige que la presente Convention et ses
Annexes soient redigees en langue anglaise.

12.2 Hazardous Uses.

The Product is not intended for use, and you may not use or allow others
to use the Product, in connection with any application requiring
fail-safe performance such as the operation of nuclear power facilities,
air traffic control or navigation systems, weapons control systems, life
support systems, or any other system whose failure could lead to injury,
death, environmental damage or mass destruction. You agree that Bocaloco
will have no liability of any nature, and you are solely responsible,
for any expense, loss, injury or damage incurred as a result of such use
of the Product.

12.3 Governing Law; Venue and Jurisdiction.

This License will be governed by and construed in accordance with the
laws of the United States and the State of Minnesota, without giving
effect to any conflicts or choice of laws principles that would require
the application of the laws of a different jurisdiction. The parties
expressly exclude the application of the 1980 United Nations Convention
on the International Sale of Goods (if applicable). Subject only to the
provisions of Section 12.6, any legal action, suit or proceeding arising
out of or relating to this License must be instituted exclusively in a
court of competent jurisdiction, federal or state, located within the
State of Minnesota, and in no other venue. Each party further
irrevocably consents to personal jurisdiction and venue in, and agrees
to service of process issued or authorized by, any such court.

12.4 No Jury Trials; No Joinder.

Each party hereby irrevocably waives its right to a jury trial in any
legal action, suit or proceeding between the parties arising out of or
relating to this License. A copy this License may be filed with the
court as written consent by both parties to a bench trial. You agree
that any dispute you may have against Bocaloco cannot be joined with any
dispute of any other person or entity in a lawsuit, arbitration or any
other proceeding, or resolved on a classwide basis.

12.5 Severability.

If any provision of this Agreement is held to be illegal, invalid or
unenforceable for any reason, then such provision will be enforced to
the maximum extent permissible and the remainder of the provisions of
this Agreement will remain in full force and effect.

12.6 Equitable Relief.

The parties acknowledge and agree that it is impossible to measure in
money the damages that will accrue to Bocaloco by reason of your breach
of this Agreement and that such a breach will cause irreparable harm to
Bocaloco. In addition to any other right or remedy available at law or
in equity Bocaloco will be entitled to specific performance or
injunctive relief to enforce or prevent any breach of Sections 2, 3, 4,
6 or 8 without posting a bond or other security, and may apply to any
court of competent jurisdiction for such relief notwithstanding the
provisions of Section 12.3.

12.7 Attorneys' Fees.

In any action, suit or proceeding arising out of or relating to this
License, Bocaloco, if it is the prevailing party, will be entitled to
recover from you its reasonable attorneys' fees and expenses in
addition to any other relief that may be awarded.

12.8 Notices.

A notice that is required or permitted under this Agreement must be in
writing and may be delivered by facsimile, electronic mail, hand
delivery, courier or mail. Notice will be deemed effective upon the
earlier of actual receipt by the intended recipient or five (5) days
after deposit with the U.S. Postal Service as certified or registered
mail (postage prepaid and return receipt requested) addressed to
recipient at its address set forth on the first page above or as amended
by notice pursuant to this section.

12.9 Assignment.

You may not assign this License or assign any of your rights or delegate
any of your obligations under this License, by operation of law or
otherwise (including by merger, sale of assets or consolidation),
without Bocaloco's prior written consent, which may be granted,
conditioned or withheld in Bocaloco's sole discretion. Any attempted
assignment in violation of this Section 12.9 will be void and will
constitute a material breach of this Agreement. Notwithstanding the
foregoing, Bocaloco may assign this License at any time in its sole
discretion. Subject to the foregoing, this Agreement will be binding
upon and will inure to the benefit of the parties and their respective
successors and permitted assigns.

12.10 Export Control.

You may not directly or indirectly transfer the Product, including its
documentation, to any country if such transfer would be prohibited by
applicable law, including the U.S. Export Administration Act and the
regulations issued thereunder. You agree to the foregoing and you are
representing and warranting that you are not located in, under the
control of, or a national or resident of any such country. You will be
solely responsible for identifying and complying with all laws of any
jurisdiction outside of the United States regarding the import, export
or use of Products and technical data supplied by Bocaloco. You will
obtain at your own expense all licenses, permits or approvals required
by any government to use the Product.

12.11 U.S. Government Rights.

The Product is a "commercial item" as that term is defined at 48 C.F.R.
2.101, consisting of "commercial computer software" and "commercial
computer software documentation" as such terms are used in 48 C.F.R.
12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
through 227.7202-4, all U.S. Government end users acquire the Product
with only those rights set forth in this License.

12.12 Waiver and Modifications.

All waivers must be in writing. Any waiver or failure to enforce a
provision of this License on one occasion shall not be deemed a waiver
of any other provision or such provision on any other occasion. This
License may only be amended by a written document signed by both parties.

12.13 Entire License.

This License constitutes the entire, final and exclusive agreement
between you and Bocaloco regarding the specific license transaction
described herein. No prior agreements, understandings, statements,
proposals or representations, written or oral, apply. No written or oral
statement, advertisement or product description not expressly contained
in this License can be used to alter or supplement its terms. You may
not rely on any representations or statements not contained in this
Agreement. Headings in this License are for reference only and have no
effect on any provision's meaning.

If you have any questions about this License, please contact Bocaloco.

Bocaloco Software LLC
8138 Archer Lane
Maple Grove, MN 55311