XSB, Inc. Warwick Service Subscription Agreement

1 - Preamble

The following Terms of Use Agreement is provided for reference and governs the Subscriber's use of Warwick and all rights and responsibilities related thereto. XSB, Inc. is willing grant to Subscriber a quarterly subscription to Warwick only upon the condition that Subscriber accepts and agrees to be bound by all of the terms and conditions contained in this Agreement. Please read the Agreement carefully; by clicking the "Accept" button at the end of this Agreement, Subscriber agrees to be bound by the terms of the Agreement.

Notice: As used herein, "Subscriber" shall mean the Subscriber Organization and all of its employees, members, and agents.

2 - Use

Use of the Software. Warwick is a copyrighted product owned by XSB, Inc. XSB, Inc. agrees to grant Subscriber a quarterly concurrent single seat, non-exclusive and non-transferable subscription to Warwick in exchange for the sum of $500 quarterly payable in advance. The rights granted herein are limited to Subscriber‘s use of Warwick, its related Reports, and Documentation. Under the terms of this Agreement Subscriber may (1) access and utilize Warwick only from the Warwick password protected Web site, and (2) utilize Reports produced by Warwick only within Subscriber's own organization.

Use Restriction. Subscriber agrees that during the term of this Agreement they shall not (1) market, sell, disclose or distribute Warwick, its related Reports, or Documentation (or any portion thereof) to any third party, including affiliates, subsidiaries, partners, or parent companies; (2) make Warwick, its related Reports, or Documentation available to any individuals or entities other than employees of Subscriber's own organization; (3) copy, modify, publish, transmit, translate, reverse engineer, decompile, disassemble or create derivative works based upon Warwick, its related Reports, or Documentation; (4) rent, lease, or grant a security interest in, or otherwise transfer or attempt to transfer any rights in or to Warwick, its related Reports, or Documentation; or (5) remove or deface any legends, restrictions, product identification, copyright, trademark or other proprietary notices from Warwick, its related Reports, or Documentation.

Revisions and Enhancements. During the term of this Agreement, XSB, Inc. reserves the right to modify and/or enhance Warwick, its related Reports, and/or Documentation at anytime. Mandatory Enhancements or improvements, such as bug fixes and error corrections, shall be provided to Subscriber as they become available at no additional cost and will be subject to all terms and conditions of this Agreement. XSB, Inc. reserves the right to offer Optional Enhancements or improvements, such as new features, for an additional fee.

ITAR Restricted Data. Any data or information that is protected and restricted in accordance with the United States International Traffic and Arms Regulations (ITAR) or Commerce and Foreign Trade Regulations, cannot be disclosed to a foreign person, as defined in the Code of Federal Regulations (CFR) 22, paragraph 120.16, unless previously approved in writing through the Department of State or the Department of Commerce.

No Additional Rights. XSB, Inc. is the sole owner of all right, title and interest, including all Intellectual Property Rights in and to Warwick, its Enhancements, its related Reports, Documentation, and all portions thereof and updates thereto. Subscriber acknowledges that this Intellectual Property may be protected by United States and International copyright and other Intellectual Property laws. Except as expressly provided in this Agreement, nothing in this Agreement shall operate to assign, license, or otherwise transfer any Intellectual Property Rights or any other rights or interests from XSB, Inc. to Subscriber. XSB, Inc. hereby reserves all rights owned or licensable by XSB, Inc. that are not expressly granted to Subscriber under this Agreement.

3 - Term, Renewal and Termination

Term. This subscription is effective from the date Subscriber submits payment to XSB, Inc. and receives access to Warwick and shall continue for a period of three (3) months.

Renewal. Provided that Subscriber is not in breach of this Agreement, the Warwick subscription will continue and will renew automatically for successive quarterly terms unless Subscriber provides XSB, Inc. with written notice of their intent not to renew this Agreement no less than 15 days prior to the end of the initial or any renewal term. Upon renewal, the Subscription Access Fee will be automatically billed to the credit card or other agreed payment method provided during the registration process.

Termination. Upon any failure to comply with the terms of this Agreement, XSB, Inc. reserves the right to suspend or terminate Subscriber's access to Warwick. Subscriber may not continue to utilize any portions of Warwick in any way after termination.

4 - Pricing and Payment

Quarterly Subscription Access Fee. Subscriber agrees to pay XSB, Inc. an upfront quarterly subscription access fee of $500 (USD) for the use of Warwick. The subscription access fee is non-refundable.

Training, Support and Consulting. During the Term of this Agreement, XSB, Inc. shall provide Subscriber with up to four (4) hours of technical support/consulting via phone or email. Any support or consulting requested in excess of the four (4) hours allotted by XSB, Inc. will be available at our hourly rates ranging from of $175 to $250.

5 - Confidentiality

Protection of Warwick and XSB, Inc. Confidential Information. XSB, Inc. and Warwick Data shall remain the sole and exclusive property of XSB, Inc., including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant Subscriber any ownership right in, other than the limited rights provided in this Agreement to XSB, Inc. confidential information. Subscriber agrees to maintain in confidence and take all reasonable steps necessary to protect Warwick and any other confidential information of XSB, Inc. provided to Subscriber during the Term of this Agreement. Subscriber also agrees not to disclose to any other person(s) or entities or in any way use any confidential information of XSB, Inc. disclosed under this Agreement for any purpose not expressly authorized by XSB, Inc.

Protection of Subscriber's Confidential Information. Subscriber Data shall remain the sole and exclusive property of Subscriber including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Nothing in this Agreement shall be construed to grant XSB, Inc. any ownership right in, other than the limited rights provided in this Agreement to Subscriber's confidential information. XSB, Inc. agrees to maintain in confidence and take all reasonable steps necessary to protect Subscriber's confidential information provided to XSB, Inc. during the Term of this Agreement. XSB, Inc. also agrees not to disclose to any other person(s) or entities or in any way use the information Subscriber discloses under this Agreement for any purpose other than to provide Subscriber with services through Warwick.

Exceptions. Confidential Information does not include information, which can be clearly demonstrated to be:

• Known to the Recipient, and without restriction, at the time of receipt from the Discloser; or
• Publicly available or otherwise in the public domain; or
• Furnished to the Recipient, without restriction, from any third party having a legal right to make such disclosure; or
• Released by the Discloser to any third party without restrictions; or
• Independently developed by employees of the Recipient who have not had access to the Discloser's Confidential Information, and can be substantiated by reasonable documentation; or
• The subject of subpoena or other legal request for disclosure; provided, Receiving Party has furnished Disclosing Party with prompt written notice of such request for disclosure.

6 - Limited Warranty

XSB, Inc. warrants that Warwick (1) was prepared and/or provided with professional diligence and skill according to the highest industry standards; (2) does not contain any viruses, "time bombs," disabling code or instructions, copy protection mechanisms, or other such items that may interfere with or adversely affect Subscriber's use of the same.; and (3) is free from defects under normal use. As Warwick data is compiled from materials furnished by outside sources and should be used as a reference source only; XSB, Inc. can not warrant the completeness or accuracy of the data. If during the Term of this Agreement, any defect or error is found, XSB, Inc. will use commercially reasonable efforts to correct the error or defect in a timely and professional manner.

Limitation of Liability. Under no circumstances shall XSB, Inc. be liable to Subscriber or any other person for any special, consequential, indirect or other similar damages or claims including loss of profits, loss of data, or any other commercial damage caused or imagined to have been caused directly or indirectly by the use of Warwick. XSB, Inc. makes no representations or warranties with respect to merchantability or fitness for any particular purpose, business or application. In no event shall XSB, Inc.'s liability for damages to Subscriber or any other person exceed the price paid for the Warwick subscription.

7 - Governing Law and General Provisions

Assignment. This Agreement and the rights granted to and the obligations undertaken by Subscriber under this Agreement may not be assigned, delegated or in any other way transferred without the express prior written consent of XSB, Inc. Any attempted assignment, delegation, or other transfer will be null and void and will be deemed a material breach of this Agreement.

Governing Law. All questions concerning the validity, operation, interpretation, and construction of this Agreement will be governed by the laws of the State of New York.

Severability. If any part of this Agreement is declared invalid, illegal, void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.

Binding Arbitration. All disputes arising under or in connection to this Agreement shall be exclusively referred to and finally resolved by binding arbitration to be conducted in Suffolk County New York and conducted in accordance with the International Arbitration Rules of the American Arbitration Association ("AAA"). Judgment upon the award rendered by the arbitral tribunal may be entered in any court having jurisdiction thereof.

Scope of Agreement. The Parties hereto acknowledge and agree that each has read this Agreement, understands it, and agrees to be bound by its terms. The Parties further agree that this Agreement is the complete and exclusive statement of the between the Parties with respect to the subject matter hereof and supersedes all other oral or written proposals, understandings, representations, conditions, warranties, covenants, and all other communications whether written or oral between the Parties relating to the subject matter of this Agreement.