463-0620-01 Rev A. June-201530
or any part, shall only be effective if reduced to writing and signed by both parties. No delay or failure to enforce any right
under this Agreement will be considered a waiver of a party’s rights thereafter to enforce each and every right and provision
of this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or
unenforceable, such provision will be severed from this Agreement and the other provisions will remain in full force and effect.
This Agreement will be binding upon, and inure to the benefit of, the successors, heirs and assigns of the parties. Neither Licensee
nor Licensee employees, consultants, contractors or agents are agents, employees or joint-venturers of LOFA, nor do they have
any authority to bind LOFA by contract or otherwise to any obligation. Licensee agrees not to make any statements that state or
imply that LOFA certifies or guarantees Licensee Devices or that Licensee Devices are warranted, tested or approved by LOFA.
Dates and times by which either party is required to render performance will be postponed automatically to the extent and for
the period of time that such party is prevented from meeting them by reason of any cause beyond its reasonable control. Unless
otherwise specifically expressed in this Agreement, the specific business terms and negotiated customisations to this Agreement will
be considered confidential (“Business Terms”), and neither party my disclose such information to third parties except as follows:
(a) to employees, advisors, financing parties or contractors who are under an obligation of confidentiality to the extent reasonably
necessary to conduct business; (b) to the extent that such Business Terms become publicly known through no fault of the parties;
(c) to the extent required to comply with any valid law, regulation, statute, or order so long as the non-disclosing party receives
reasonable advance notice of such potential disclosure; and (d) to the extent required to enforce, establish, or interpret any right or
duty at law or equity with respect to this Agreement.
13. General.
a. All notices hereunder will be in writing and must be duly given if delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, to the respective addresses of the parties appearing in this Agreement. Any notice
given will be deemed to be received: (i) on the date which it is delivered if delivered personally, (ii) or, if mailed, on the fifth
business day next following the mailing thereof. Either party may change its address for notices by giving notice of such
change as required in this clause.
b. This Agreement, the license rights granted hereunder and the Materials, or any part thereof, may not be assigned or
transferred by Licensee, including by operation of law (“Transfer”), without the prior written consent of LOFA. Any such transfer
without the prior written consent of LOFA will be ineffective. In any case, any such Transfer absent LOFA’s written permission
will immediately and automatically terminate this Agreement without further action by LOFA. A change of control of Licensee,
whether by sale or issuance of shares (except in the ordinary course of raising capital by public offering), or merger, or
otherwise, will be deemed to be an assignment.
c. The laws in force in the State of Georgia will govern this Agreement; the parties hereby consent to jurisdiction and venue in
the courts of Georgia.
d. The provisions in Sections - Licensee’s Indemnification, - Ownership, Protection, –Fees - Limited Warranty, - Warranty
Disclaimer, -Indemnification, -Term and Termination, Limitation of Liability, - Interpretation of Agreement, and -General
(inclusive), remain in force and effect after the termination of this Agreement.
Special License Terms
THE LICENSE GRANTED HEREUNDER IS RESTRICTED SOLELY TO THE OPERATION OF THE LOFA HARDWARE AND FOR NO OTHER
PURPOSE. NO SUCH LICENSEE DEVICE INCORPORATING ANY OF THE MATERIALS MAY BE DISTRIBUTED, LICENSED, SOLD,
RENTED, OR OTHERWISE PROVIDED TO THIRD PARTIES WITHOUT LOFA’S EXPRESS WRITTEN PERMISSION.
Exhibit B – PRODUCTS/DELIVERABLES
Licensed Product Information
Software codes with product numeric values equal to 001-xxxx-yyyy-zzz; where xxxx, yyyy, and zzz equal (0000...9999).
Software codes qualified under the same numeric regimen detailed above or including the verbal description of “CANPlus™” products
and/or the “CANPlus Suite” of products.
Maintenance and Technical
Platform Requirements
.NET Framework 3.5
Windows® XP, Windows Vista (32/64-bit), Windows 7 (32/64-bit)
Software License Agreement
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