THE WEBASSESS API LICENSE AGREEMENT ("AGREEMENT"), WHICH WAS LAST UPDATED ON JUNE 30, 2011, CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS AND USE OF THE WEBASSESS API.

NOW, THEREFORE, IN CONSIDERATION OF THE ABOVE, AND THE MUTUAL TERMS AND COVENANTS SET FORTH BELOW, YOU AND WE (THE "PARTIES") AGREE AS FOLLOWS:

1. DEFINITIONS 1.1. Definition of Affiliate

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2. Definition of Intellectual Property Rights

"Intellectual Property Rights" means any and all rights existing under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions, restorations, and reinstatements thereof, now or hereafter in force and effect worldwide.

1.3. Definition of Malicious Code

"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents or programs.

1.4. Definition of We, Us, and Our

"We" means GreatBizTools, LLC. "Us" and "Our" refer to GreatBizTools, LLC.

1.5. Definition of WebAssess Application Programming Interface.

"WebAssess Application Programming Interface" means Our proprietary application programming interfaces and other tools (collectively, the "WebAssess API") that permit You to access and use certain types of data, images, text, and other information and content.

1.6. Definition of WebAssess Specifications

"WebAssess Specifications" means available specifications, user manuals, guides, screen shots, WADL documents, XML representations, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the WebAssess API.

1.7. Definition of You and Your

"You" means the company or other legal entity, including Affiliates of that company or entity, for which You are accepting this Agreement. "Your" refers to aforementioned company or other legal entity.

1.8. Definition of Your Application

"Your Application" means any software application(s) or website(s) that you link to www.greatbiztools.com or that interfaces with the WebAssess API.

2.1. Limited License

Subject to Your full compliance with all the terms and conditions of this Agreement, We grant You a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to install, access, and use the WebAssess API and WebAssess Specifications to develop Your Application that interoperates with www.greatbiztools.com or any other web property owned by Us. This limited license allows You to embed the WebAssess API and underlying content into Your website(s) so that such website(s) can interface directly with Our devices and/or web services. You may not install, access, or use the WebAssess API for any other purpose, including without limitation any commercial purpose, without Our prior written consent. At Our sole discretion, We expressly reserve the right to limit the number and/or frequency of Your WebAssess API requests. You have no rights with respect to the WebAssess API or any portion thereof and will not use the WebAssess API or any portion thereof except as expressly set forth herein.

2.2. Our Responsibilities

We will: (1) use commercially reasonable efforts to make the WebAssess API available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We will give at least 8 hours notice on Our status page and which We will schedule to the extent practicable during the weekend hours from 9:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), and (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays; and (2) provide the WebAssess API only in accordance with applicable laws and government regulations.

2.3. Your Responsibilities

You will be solely responsible for Your application, including its development, operation, and maintenance and all materials that appear on it. You agree to be fully responsible for Your own conduct and content while using the WebAssess API and for any consequences thereof. You agree to use the WebAssess API only for purposes that are legal, proper, and in accordance with this Agreement. Without limiting the generality of the foregoing, by making calls to the WebAssess API, You agree to the following requirements: (1) You will comply with all WebAssess Specifications; (2) You will use commercially reasonable efforts to prevent unauthorized access to or use of the WebAssess API, and notify Us promptly of any such unauthorized access or use; (3) You will not upload, post, email, transmit, or otherwise make available any content that infringes any of Our patents, trademarks, copyrights, trade secrets, or other proprietary rights; (4) You will not, without Our express prior written approval, access or use the WebAssess API for the purpose of aggregating, analyzing, extracting, or repurposing any data provided or generated; (5) You will not interfere, or attempt to interfere, in any manner with the functionality or proper working of the WebAssess API; (6) You will not remove, obscure, alter, or make invisible, illegible, or indecipherable, any copyright, trademark, or other proprietary rights notices contained in the WebAssess API or WebAssess Specifications; (7) You will not, and will not attempt to modify, alter, tamper with, repair, or otherwise create derivative works of the WebAssess API or WebAssess Specifications; (8) You will not reverse engineer, disassemble, decompile (except to the limited extent expressly authorized by applicable statutory law), or otherwise derive any source code of or relating to the WebAssess API; (9) You will not copy, frame, or mirror any part or content of the WebAssess API, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (10) You will not access or use the WebAssess API in order to build a competitive product or service; (11) You will not sublicense, lease, rent, sell, assign, distribute, repackage, rebrand, or otherwise transfer or disclose the WebAssess API or WebAssess Specifications or any portion thereof to any third party; (12) if You are located outside of the United States, or the website You are operating is running on a server located outside of the United States, You agree to comply with any laws, rules, or regulations in Your locale or in the location of Your web server regarding online conduct and acceptable content, including laws regulating the export of data to the United States or Your country of residence; (13) You agree that Your use of the WebAssess API is neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by Us regarding future functionality or features.

2.4. Usage Limitations

The WebAssess API may be subject to certain limitations, including but not limited to the following: (1) limits on disk storage space; (2) the number of calls You are permitted to make against the WebAssess API. You will be notified via email of any usage limitations that You exceed.

2.5. Restrictions on Use

You will not use the WebAssess API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: (1) spyware, malware, adware, virus, worm, Trojan horse, or other Malicious Code or programs; (2) counterfeit goods; (3) items subject to U.S. embargo; (4) unsolicited mass distribution of email ("spam"); (5) multi-level marketing proposals; (6) hate materials; (7) hacking, surveillance, interception, or descrambling equipment; (8) libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; (9) prostitution, body parts, and bodily fluids; (10) stolen products and items used for theft, fireworks, explosives, and hazardous materials; (11) government IDs; (12) police items; (13) gambling; (14) professional services regulated by state licensing regimes; (15) non-transferable items such as airline tickets or event tickets; or (16) weapons and accessories.

2.6. Security

You will use all reasonable efforts to keep all data transferred via the WebAssess API and WebAssess Specifications in a secure environment at all times according to the highest security standards. All such information will be kept secure using at least 128 Bit SSL encryption, or for transmissions directly to Us, at least as secure as the protocol being accepted by the WebAssess API servers.

2.7. Monitoring

You acknowledge that We may monitor or otherwise investigate any of Your WebAssess API activity for the purpose of ensuring quality, making improvements to the WebAssess API, and determining Your compliance with this Agreement. You will not interfere with such monitoring or investigation or otherwise obscure from Us Your WebAssess API activity. We may use any technical means to overcome such interference. In addition, You agree to provide Us with any information that We request to verify Your compliance with this Agreement. We are not responsible, however, for monitoring or policing any dispute that may arise between You and any third party concerning Your use of the WebAssess API.

2.8. Support

This Agreement does not entitle You to any support for the WebAssess API, unless You make separate arrangements with Us and pay all fees associated with such support. Any such support provided by Us will be subject to the terms of this Agreement as modified by an associated support agreement.

2.9. Compliance with Laws

In connection with Your use of the WebAssess API, You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over You.

3.1. Modifications to This Agreement

We reserve the right, at Our sole discretion, to modify this Agreement at any time by posting a notice on www.greatbiztools.com. You will be responsible for reviewing and becoming familiar with any such modification. All modifications are effective upon first posting or notification. Your use of the WebAssess API following any such notification constitutes Your acceptance of the terms and conditions of this Agreement as modified. If any modification is unacceptable to You, You may terminate this Agreement by ceasing use of the WebAssess API. By continuing to use the WebAssess API, however, You will be deemed to have accepted any modification, and Your continued use will constitute Your binding acceptance of the change.

3.2. Updates and Deprecation

You acknowledge that We may change the WebAssess API and WebAssess Specifications from time to time, and thereby release subsequent versions of the WebAssess API and WebAssess Specifications. You acknowledge that these changes may require You to update Your Application to ensure proper operation. If We, at Our sole discretion, choose to cease providing the current version of the WebAssess API, whether through discontinuation of the WebAssess API or by upgrading the WebAssess API to a newer version, the current version of the WebAssess API will be deprecated and become the "Deprecated Version" of the WebAssess API. We will post a notice on www.greatbiztools.com if the current version of the WebAssess API will be deprecated. For a period of three (3) months after an announcement (the "Deprecation Period"), We will use commercially reasonable efforts to continue to operate the Deprecated Version and to respond to problems with the Deprecated Version that We deem, at Our sole discretion, to be critical, provided that We will not have any such obligation with respect to features or functionality labeled as "experimental" or "beta." During the Deprecation Period, no new features or functionality will be added to the Deprecated Version.

3.3. Experimental or Beta Features

At any time prior to discontinuing the current version of the WebAssess API or upgrading to a new version of the WebAssess API, We may, at Our sole discretion, label certain features or functionality of the WebAssess API as "experimental" or "beta." This Agreement will not apply to any features or functionality labeled as such.

4.1. Proprietary Rights

We retain all right, title, and interest, including without limitation all Intellectual Property Rights relating to the WebAssess API and WebAssess Specifications, and any derivative works or enhancements thereof, including but not limited to, all software, technology, information, content, materials, guidelines, and documentation. You will not acquire any right, title, or interest therein, except for the limited rights expressly set forth in this Agreement. Any rights that We do not expressly grant to You herein are deemed withheld. You hereby acknowledge and agree that the WebAssess API and WebAssess Specifications and all Intellectual Property Rights in and to the WebAssess API and WebAssess Specifications are and will at all times remain Our sole and exclusive property. We will own all right, title, and interest relating to any and all of Your inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, using the WebAssess API. You hereby agree to make all assignments necessary to accomplish the foregoing ownership.

4.2. Copyrights

The WebAssess API and WebAssess Specifications (including but not limited to text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software) are Our exclusive property, which is protected by federal and international copyright laws. No part of the WebAssess API and WebAssess Specifications may be copied, reproduced, distributed, or transmitted in any form or by any means, electronic or mechanical, including printing, photocopying, recording, or using any information storage and retrieval system. No adaptations, modifications, translations, or special versions of the WebAssess API and WebAssess Specifications may be made without permission in writing from Us.

4.3. Trademarks

For purposes of this Agreement, "Trademarks" is defined as the trademarks, service marks, trade names, logos, domain names, and any other distinctive brand features of each party. Our Trademarks may not be used in connection with the WebAssess API in any manner that may cause confusion or that disparage or discredit Us. Unauthorized use of Our trademarks or infringement upon Our trademark rights is strictly prohibited.

4.4. Trademark License

We hereby grant to You a nontransferable, nonsublicenseable, nonexclusive license during the term of the Agreement to display Our Trademarks solely for the purpose of promoting or advertising that You use the WebAssess API in accordance with this Agreement. You hereby grant to Us a nontransferable, nonsublicenseable, nonexclusive license during the term of this Agreement to use Your Trademarks to advertise that You are using the WebAssess API and to the extent as may be necessary for Us to provide You with the WebAssess API. You understand and agree that We have the sole discretion to determine whether Your use of Our Trademarks is in accordance with Our standards for Trademark usage. Except as set forth in Section 4 (Proprietary Rights, Copyrights, and Trademarks), nothing in this Agreement will grant or will be deemed to grant to one party any right, title, or interest in or to the other party's Trademarks.

4.5. Feedback

You will grant Us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the WebAssess API or WebAssess Specifications any of Your suggestions, enhancement requests, recommendations, or other feedback (collectively, "Feedback") relating to the operation of the WebAssess API. If You provide Feedback to Us, We will own all right, title, and interest in and to that Feedback, even if You have designated it as confidential, and We will be entitled to use it without restriction. You hereby irrevocably assign to Us all right, title, and interest in and to all of Your Feedback and agree to provide Us such assistance as We may require to document, perfect, or maintain Our rights in and to such Feedback.

5.1. Definition of Confidential Information

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes, without limitation: (1) all of Our software, technology, programming, specifications, materials, guidelines, and documentation relating to the WebAssess API; and (2) any data transferred while using the WebAssess API. The Confidential Information of each party will include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information will not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) is received from a third party without breach of any obligation owed to the Disclosing Party; or (4) was independently developed by the Receiving Party.

5.2. Protection of Confidential Information

Except as otherwise permitted in writing by the Disclosing Party, (1) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (2) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

5.3. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

6.1. Mutual Warranties

Each party represents and warrants that it: (1) has the legal power to enter into this Agreement; and (2) will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

6.2. Warranty Disclaimers

THE WEBASSESS API IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE WEBASSESS API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IN ADDITION, WE DISCLAIM ANY WARRANTY THAT THE WEBASSESS API WILL MEET YOUR SPECIFIC REQUIREMENTS OR THAT YOUR USE OF THE WEBASSESS API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. FINALLY, YOU ACKNOWLEDGE THAT WE MAY DISCONTINUE PROVIDING THE WEBASSESS API OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE WEBASSESS API AT ANY TIME AT OUR SOLE DISCRETION.

7.1. Indemnification by Us

We will defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the WebAssess API as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and will indemnify You for any damages finally awarded against You and for reasonable attorney's fees incurred by You in connection with any such Claim, provided that You: (1) promptly give Us written notice of the Claim; (2) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (3) provide to Us all reasonable assistance at Our expense.

7.2. Indemnification by You

You will defend Us against any Claim made or brought against Us (including but not limited to Our officers, directors, employees, vendors, agents, partners, and affiliates) by a third party alleging that Your use of the WebAssess API in violation of this Agreement, infringes or misappropriates the Intellectual Property Rights of a third party or violates applicable law, and will indemnify Us for any damages finally awarded against Us and for reasonable attorney's fees incurred by Us in connection with any such Claim, provided that We: (1) promptly give You written notice of the Claim; (2) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally releases Us of all liability); and (3) provide to You all reasonable assistance at Your expense. You hereby agree to indemnify and hold Us (including but not limited to our officers, agents, employees, partners, and affiliates) harmless from and against any third party claim arising from or in any way related to Your use of the WebAssess API, violation of this Agreement, or any other actions connected with Your use of the WebAssess API, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys' fees of every kind and nature.

7.3. Exclusive Remedy

Section 7 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.

8.1. Limitation of Liability

In no event will Our total or aggregate liability arising out of or related to this Agreement exceed the lesser of: (1) the dollar value of the actual damage, loss, or cause of action; or (2) one hundred dollars ($100 USD). You agree that Your use of the WebAssess API is based upon Your own evaluation and judgment. Our payment to You pursuant to this Agreement constitutes Your sole and exclusive remedy, in lieu of all remedies and actual, consequential, special, or other damages in connection with Your use of the WebAssess API.

8.2. Exclusion of Damages

Notwithstanding any failure of essential purpose of any limited remedy, in no event will We (including but not limited to Our officers, directors, employees, vendors, agents, partners, and affiliates) be liable to You or any third party: (1) for any damages of any kind, including but not limited to, direct, indirect, incidental, special, consequential, punitive, or exemplary damages resulting from or in connection with this Agreement or the WebAssess API (including but not limited to Your use of or Your inability to use the WebAssess API, and unauthorized access to or alteration, deletion, destruction, or loss of any of Your data or other information); and (2) for any damages however caused, whether in contract, tort, negligence, strict liability, or under any other theory of liability, whether or not We have been advised of the possibility of such damages, and whether or not such damages are foreseeable. Damages include but are not limited to loss of profits, loss of revenue, loss or interruption of business, loss of goodwill, loss or corruption of data or information, or any other kind of loss. You hereby acknowledge and agree that downloading or otherwise obtaining any data, information, or material through the WebAssess API is done at Your own discretion and risk and that You are solely responsible for any damages or loss that may result from such action.

8.3. Additional Rights

Certain jurisdictions do not allow limitations on implied warranties or the exclusion of limitation of certain damages. If such laws apply to You, some or all of the disclaimers, exclusions, or limitations in Section 8 (Limitation of Liability) may not apply to You, and You may have additional rights.

9.1. Term of Agreement

The term of this Agreement will commence on (1) the date You first access or use the WebAssess API or WebAssess Specifications or (2) the date You indicate acceptance of this Agreement. This Agreement will continue in force thereafter, unless terminated as set forth in this Section.

9.2. Your Right to Terminate

You may terminate this Agreement at any time, with or without cause, by giving Us written notice of such termination. This Agreement will be deemed terminated upon receipt of Your notice. Any termination of this Agreement will also immediately and automatically terminate the license granted herein. Upon termination of this Agreement for any or no reason, You will: (1) immediately stop using and thereafter desist from using the WebAssess API or Deprecated Version of the WebAssess API; (2) remove the WebAssess API or Deprecated Version of the WebAssess API from Your Application; (3) destroy and remove from all Your servers, computers, hard drives, networks, and other storage media all copies of the WebAssess API; (4) if required by a third-party that uses the WebAssess testing system and to which You provide services involving such system, destroy and remove from all Your servers, computers, hard drives, networks, and other storage media all data provided by such third-party or generated as a result of the third-party's use of the WebAssess testing system; (5) destroy any and all materials provided or made available to You under this Agreement or otherwise in connection with the WebAssess API or Deprecated Version of the WebAssess API; and (6) if requested by Us, certify that you have met the requirements indicated above. We will have the right to inspect and audit Your facilities to confirm the foregoing.

9.3. Our Rights to Terminate or Suspend Usage

We hereby reserve all rights, at Our sole discretion and without liability to You, to terminate this Agreement, to suspend or discontinue Your access to and use of the WebAssess API or any Deprecated Version of the WebAssess API, or to set limits on Your usage of the WebAssess API or any Deprecated Version of the WebAssess API at any time, for any reason, with or without notice. You hereby acknowledge and agree that We may deny You access to and use of the WebAssess API or any Deprecated Version of the WebAssess API for any reason, including but not limited to the following situations: (1) if You breach any provision of this Agreement or have acted in a manner that clearly shows that You do not intend to or are unable to comply with the provisions of this Agreement; (2) if You engage in any action that reflects poorly on Us or otherwise disparages or devalues Our trademarks, reputation, or goodwill; (3) if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; (4) if providing the WebAssess API or any Deprecated Version of the WebAssess API creates a substantial economic burden, based on Our reasonable good faith judgment; (5) if providing the WebAssess API or any Deprecated Version of the WebAssess API creates a security risk or material technical burden, based on Our reasonable good faith judgment; or (6) if We are required to do so by law (for example, due to a change to the law governing the provision of the WebAssess API or any Deprecated Version of the WebAssess API).

9.4. Liability for Breach

No termination of this Agreement will relieve You for any liability for any breach of this Agreement or for any liability accruing under this Agreement prior to termination. You acknowledge that Your breach of this Agreement or any of the restrictions or requirements contained herein may cause irreparable harm to Us. Accordingly, You agree that, in addition to any other remedies to which We may be legally entitled, We will have the right to seek immediate injunctive relief in the event of a breach of this Agreement by You or any of Your officers, employees, consultants, or other agents.

9.5. Surviving Provisions

Section 4 (Proprietary Rights, Copyrights, and Trademarks), Section 5 (Confidentiality), Section 6.2 (Warranty Disclaimers), Section 7 (Mutual Indemnification), Section 8 (Limitation of Liability), Section 10 (Notices, Governing Law, and Arbitration), and Section 11 (General Provisions) will survive any termination of this Agreement.

10.1. Notices

Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder will be in writing and will be deemed to have been given upon: (1) personal delivery; (2) the second business day after mailing; (3) the second business day after sending by confirmed facsimile; or (4) the first business day after sending by email (provided email will not be sufficient for notices of termination or an indemnifiable claim). Notices to You will be addressed to the company administrator designated by You.

10.2. Governing Law

You agree that the laws of the state of Minnesota, without regard to choice or conflicts of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. You also agree to the exclusive jurisdiction of the applicable courts (federal, state, or otherwise) in the state of Minnesota. The Parties specifically exclude from application to this Agreement the Uniform Computer Information Transactions Act.

10.3. Arbitration of Disputes

Any claim or controversy arising out of or related to this Agreement will be settled by binding arbitration in St. Paul, Minnesota or in Ramsey County, Minnesota according to the prevailing rules of the American Arbitration Association. An arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding anything to the contrary in this Agreement, the foregoing will not preclude Us from seeking injunctive or other appropriate relief in any state or federal court of competent jurisdiction for any actual or alleged infringement of Our Intellectual Property Rights.

10.4. Waiver of Jury Trial

Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

11.1. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the Parties. You will have no authority to make or accept any offers or representations on Our behalf.

11.2. Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

11.3. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Our failure to act with respect to Your breach of this Agreement does not constitute a waiver and will not limit Our rights with respect to such breach or any subsequent breaches. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11.4. Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to or this Agreement or the WebAssess API must be filed within two (2) months after such claim or cause of action arose or be forever barred.

11.5. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the other provisions of this Agreement will remain in full force and effect.

11.6. Assignment

This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving You) without Our prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. Subject to the foregoing, this Agreement will be binding on, inure to the benefit of, and be enforceable against the Parties and their respective successors and permitted assigns.

11.7. Government Use

If You are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure, and transfer of the WebAssess API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The WebAssess API is a "commercial item," "commercial computer software," and "commercial computer software documentation." In accordance with such provisions, any use of the WebAssess API by the Government shall be governed solely by the terms of this Agreement.

11.8. Export Controls

You will comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), and other United States or foreign agency or authority. You will not export, or allow the export or re-export of the WebAssess API in violation of any such restrictions, laws, or regulations. By downloading or using the WebAssess API, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.

11.9. Entire Agreement

This Agreement, including amendments hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No amendment (including but not limited to modifications and waivers of any provisions of this Agreement), of this Agreement will be effective unless in writing and either signed or accepted electronically by both Parties. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any amendment, the terms of such amendment will prevail.

11.10. Modifications to This Agreement

We reserve the right, at Our sole discretion, to modify this Agreement at any time by posting a notice on www.greatbiztools.com. You will be responsible for reviewing and becoming familiar with any such modification. All modifications are effective upon first posting or notification. Your use of the WebAssess API following any such notification constitutes Your acceptance of the terms and conditions of this Agreement as modified. If any modification is unacceptable to You, You may terminate this Agreement by ceasing use of the WebAssess API. By continuing to use the WebAssess API, however, You will be deemed to have accepted any modification, and Your continued use will constitute Your binding acceptance of the change.

11.11. Headings

Headings included herein are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any part of this Agreement.