SUBSCRIPTION AGREEMENT FOR ALQEMYIQ SOFTWARE

As of the Effective Date today, AlqemyiQ Corporation (“ALQEMYIQ”) and Licensee, agree to all the terms in this Agreement.

The Computer Software Resident On The Media Or In Any Other Form It May Be Transferred To The Licensee From ALQEMYIQ, And The Accompanying User Documentation (“Documentation”) Is Copyrighted And Licensed (Not Sold). Together, ALQEMYIQ’s DataAlchemy Software and Documentation will be referred to as the “Program.”

1. License Grant Subject to the terms and conditions of this Agreement, ALQEMYIQ hereby grants to Licensee and Licensee accepts a non-transferable, limited and nonexclusive license to use the Program only as authorized in this Agreement. Licensee may use the Software solely in machine-readable, object code form. The Software is composed of two modules: the DataAlchemy Analysis Module and the DataAlchemy Presentation Module. (a) The DataAlchemy Analysis Module may be used only on a limited number of computers owned, leased, or otherwise controlled by Licensee, for the purpose of compiling and analyzing Licensee’s data, and creating presentations using that data. The number and location of computers is determined by the additional terms and conditions of purchase as reflected in the applicable Supplement of this Agreement. With respect to a single copy of software delivered to Licensee, neither concurrent use on two or more computers nor use in a local area network or other network is permitted without separate authorization and the payment of additional license fees. (b) The DataAlchemy Presentation Module may be distributed to other users as part of and incidental to data presentations created using the DataAlchemy Analysis Module by or for Licensee.

Licensee agrees not to assign, sublicense, transfer, pledge, lease, rent, or share its rights under this Agreement. Licensee agrees not to reverse assemble, reverse compile, or otherwise translate the Software.

Upon loading the Software into a computer, Licensee may retain one copy of the Software on removable computer media (such as CD-ROM, tape or disc) for backup purposes. In addition, one copy of the Software can be made on a second set of media for the purpose of backup in the event the first set of media are damaged or destroyed. Any such copies of the Software shall include ALQEMYIQ’s copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Program or any portions thereof may be made by Licensee its agents or employees.

2. ALQEMYIQ’s Rights Licensee acknowledges and agrees that the Software and Accompanied Documentation are proprietary products of ALQEMYIQ protected under U.S. and international copyright and other intellectual property laws. Licensee further acknowledges and agrees that all right, title, and interest in and to the Program, including associated intellectual property rights, is and shall remain with ALQEMYIQ as between ALQEMYIQ and Licensee. This Agreement does not convey an ownership interest in or to the Program, but only a limited right of use by Licensee revocable in accordance with the terms of this Agreement. Licensee will at all times keep the Program free and clear of all claims, liens, and encumbrances.

3. License Fees and Payment Licensee agrees to pay license fees and charges detailed in the applicable Supplement. The license fees paid by Licensee are in consideration of the licenses and other ALQEMYIQ obligations specified in this Agreement. Licensee is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from this Agreement, exclusive of taxes based upon ALQEMYIQ’s income.

Payment terms are net 30 days, after which a charge of 2% per month or the maximum allowed by law (if lower than 2%) shall be added. Delinquency in payment of more than 60 days or multiple delinquencies of more than 30 days shall be considered a breach of this Agreement.

4. Term This Agreement shall be in force as of the Effective Date and shall remain in place until terminated by either party as provided in this Agreement. Licensee may terminate this Agreement at any time by returning the Program and all copies thereof and extracts therefrom to ALQEMYIQ, and providing an affidavit that all copies thereof that are not returnable have been deleted. ALQEMYIQ may terminate this Agreement upon the breach by Licensee of any term hereof. Upon such termination by ALQEMYIQ, Licensee agrees to return to ALQEMYIQ the Program and all copies, and portions thereof, and provide an affidavit that all copies thereof that are not returnable have been deleted. The terms of Sections 2, 3, 6, 7, and 8 and shall survive the termination of this Agreement.

5. Limited Warranty ALQEMYIQ warrants, for Licensee’s benefit alone, for a period of 90 days from the date of commencement of this Agreement (referred to as the “Warranty Period”) that the Program Media in which the Software is delivered to Licensee are free from defects in material and workmanship. ALQEMYIQ further warrants, for Licensee’s benefit alone, that during the Warranty Period the Program shall operate substantially in accordance with the functional specifications in the User’s Manual. Further, ALQEMYIQ warrants that the Software itself shall not prohibit the accurate representation of dates up to, including and following January 1, 2000. ALQEMYIQ specifically disclaims and does not warrant against any date representation errors or errors caused by the incorrect processing of dates that may occur as a result of any software, programming, hardware or systems (“Third-Party Products”) that are not provided by ALQEMYIQ under this Agreement, or the interaction of the Software with such Third-Party Products. If during the Warranty Period, a defect in the Program appears, Licensee may return the Program to ALQEMYIQ for either replacement or, if so elected by ALQEMYIQ, refund of applicable (pro-rata) amounts paid under this Agreement. Licensee agrees that the foregoing constitutes its sole and exclusive remedy for breach by ALQEMYIQ of any warranties made under this Agreement. ALQEMYIQ shall not be obliged to correct, cure, or otherwise remedy any nonconformity or defect in the Program if any changes whatsoever have been made to the Program, if the Program has been misused or damaged in any respect, if the defect is not inherent in the product but occurs as a result of interaction with Third-Party Products, if the alleged defect is not reasonably reproducible, or if the existence and nature of such nonconformity or defect has not been promptly reported to the ALQEMYIQ upon discovery thereof. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALQEMYIQ DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnity ALQEMYIQ represents that it owns or has a valid license for all intellectual property rights (including copyrights) in and to the Program. If any claim is made against Licensee that the Program violates any right under trademark, trade secret, copyright or patent of a third party, ALQEMYIQ shall at its own expense defend or settle such claim, provided that ALQEMYIQ is given prompt written notice of the claim, control of the defense or settlement, and all reasonable cooperation at ALQEMYIQ’s expense. Should in ALQEMYIQ’s sole opinion the Software become, or appear likely to become, the subject of any such claim, ALQEMYIQ may at its option procure for Licensee the right to continue using the Software, or replace or obtain authorized modifications of the Software so as to avoid or mitigate the claim.

7. Limitation of Liability The cumulative liability of ALQEMYIQ to Licensee for all claims relating to the Program and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all license fees paid to ALQEMYIQ hereunder. This limitation of liability shall not apply to the indemnification provided in Section 6 hereof. ALQEMYIQ shall have no liability for loss of data or documentation, it being understood that Licensee is responsible for reasonable backup precautions.
In no event shall ALQEMYIQ be liable for any loss of profits; any incidental, special, exemplary, or consequential damages brought against Licensee, even if ALQEMYIQ has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply to the maximum extent allowed by law without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
Licensee may have additional rights under certain laws (e.g., consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, ALQEMYIQ’s exclusions or limitations shall be circumscribed to provide ALQEMYIQ the maximum protection allowed under such laws.

8. Confidentiality Neither party shall use or disclose to others (and shall likewise ensure that its employees, agents, and subcontractors shall not use or disclose) without the other party’s written consent the other party’s Confidential Information, except to the extent required by the terms and conditions of this Agreement. “Confidential Information” is any written or tangible information of the disclosing party, its customers, or its affiliates that relates to this Agreement, or that otherwise is information which a reasonable business person would consider to be of a confidential or proprietary nature. Neither party shall have an obligation to keep confidential or refrain from using any information which: (a) was in its possession or known to it, without an obligation to keep it confidential, before such information was disclosed to it by the other party; (b) is or becomes public knowledge through no fault of the receiving party; (c) is independently developed by the receiving party; (d) is disclosed by the other party to others without restrictions on use and disclosure; or (e) is or becomes lawfully available to the receiving party from a source other than the disclosing party. Either party may request the return of all of its proprietary and Confidential Information from the other party at any time.

9. Support ALQEMYIQ will furnish technical support customary in the industry for the Program during the initial one-year term and thereafter for as long as Licensee continues to elect and pay the annual Maintenance and Support Fee. Support will be furnished by support personnel through electronic mail and telephone during ALQEMYIQ standard business hours of 8:30AM through 5:30PM EST. ALQEMYIQ will supply updates or upgrades of the Program that become available during the initial one-year term and during any term in which Licensee has elected and paid the annual Maintenance, Support and Upgrades Fee.

10. Governing Law This Agreement, its validity, construction and performance shall be governed by the laws of the State of Connecticut, excluding any conflict of law principles that would cause the application of the laws of any other jurisdiction.

11. Costs of Litigation If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

12. Severability Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such term shall be circumscribed or deleted as necessary to have a minimal effect on the remainder of this Agreement which shall remain in full force and effect except as so modified.

13. No Waiver The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

14. Assignment No rights or duties of Licensee under this Agreement shall be assigned or delegated by Licensee without prior written approval of ALQEMYIQ.

15. Force Majeure Neither party shall be responsible for failure of performance due to causes beyond its reasonable control, including, but not limited to, accidents, acts of God, acts of war, civil unrest, labor disputes, actions of any government agency and shortage of materials.

16. Amendment This Agreement may be modified only by a written amendment referring to this Agreement and signed by persons authorized to sign agreements on behalf of Licensee and ALQEMYIQ.

17. Order of Precedence In the event of conflict between this Agreement and any Supplements hereto, the terms of this Agreement shall govern, unless, with respect to any particular Supplement, certain sections of this Agreement are explicitly superceded.

THE PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THIS AGREEMENT TOGETHER WITH ITS SUPPLEMENTS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.