1.3. Disclaimer of Responsibility for Data and Links. You acknowledge that PSS is not responsible for and does not give any assurance to You, any User or any other entity or person with respect to the validity and value, usefulness or accuracy of data input by any Users (including by You) on QCS (the "Data"). You and all Users shall bear all risk associated with QCS and with the Data. PSS has the right (but not the obligation) to monitor the use of QCS, including the Data. However, PSS may not, in its discretion, prescreen, censor or review any Data on QCS.

1.4. Operating Environment. You are solely responsible for acquiring, installing, operating and maintaining the hardware and software environment necessary to access and use QCS remotely, via the Internet.

1.5. Changes to Service. PSS may upgrade, modify, change or enhance QCS and convert You to a new version thereof at any time in its sole discretion.

2. Users; Restrictions; Fees.

2.1. Number of Users - Scope of Use. Subject to the terms and conditions of this Agreement, including, without limitation, Section 2.2 hereof and Your payment of all applicable Fees, PSS hereby grants to You a limited, non-exclusive, non-assignable, non-sub licensable, non-transferable license (the "License"), during the Term, to access and use QCS remotely over the Internet, for Your internal business purposes, only for the number of Users for which the Fee has been paid.

2.2. Restrictions. You shall not: (a) copy QCS or any portion thereof; (b) translate, decompile or create or attempt to create, by reverse engineering or otherwise, the source code from the object code of QCS; (c) modify, adapt, translate or create a derivative work from QCS; (d) remove any proprietary notices, labels, or marks on QCS; or (e) assign, sublicense, rent, transfer, publish, make available to third parties on a time-sharing or service bureau basis or otherwise make available for the benefit of third parties all or any part of QCS, including, without limitation, by transmitting or providing QCS, or any portion thereof, over the Internet, or otherwise, to any third party (the “Acceptable Use Policy”). You and each User shall at all times comply with this Acceptable Use Policy, which may be revised by PSS from time to time by posting a revised Acceptable Use Policy on QCS or associated Web site. All rights not expressly granted hereunder are reserved to PSS.

2.3. Fees. You shall pay PSS: (a) the amounts set forth on the order page based on the number of Users for which QCS is purchased (the "Fees"). The Fees must be paid before PSS will grant access to QCS. The Fees may be modified or increased at PSS's election from time to time upon written notice to You. You shall, in addition to the Fees required hereunder, pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the transaction(s) contemplated hereby, and you authorize PSS to, at its option, invoice you or charge your credit card for any such taxes that are due or may become due, excluding, however, income taxes on net profits which may be levied against PSS.

3. Proprietary Rights.

3.1.1. Ownership. As between You and PSS, QCS is and shall remain the sole and exclusive property of PSS, regardless of the form or media in or on which the original or other copies may subsequently exist, including, without limitation, all copyright, trademark, patent, trade secret, moral, database and other intellectual property and proprietary rights inherent therein or appurtenant thereto. This Agreement shall not constitute a sale of QCS and no title or proprietary rights to QCS are transferred to You hereby.

3.2. Data. As between PSS and You, You own solely the Data that You place on QCS. You acknowledge that Data on QCS, whether provided by You or others, may include material which is the subject of and protected by copyright, trademark, trade secret, patent, moral, database, privacy, publicity and other intellectual property and proprietary rights ("Rights").

3.3. Injunctive Relief. You acknowledge that aspects of QCS are unique, confidential and valuable assets and trade secrets of PSS, and PSS shall have the right to obtain all equitable and legal redress which may be available to it for the breach or threatened breach of this Agreement or the Rights in QCS, including, without limitation, injunctive relief.

4. Your Warranties and Covenants.

4.1. Data. You represent, warrant and covenant, and shall require each of the Users to agree that You and the Users will not use QCS in any manner that violates the rights of any third party. By transmitting or allowing the transmission of any Data on QCS, or by making any such Data available on QCS, You and Users are deemed to grant PSS a royalty free, perpetual, irrevocable, nonexclusive, worldwide right to transmit, reproduce, distribute, display and make available such Data in whole or in part on QCS.

4.2. Lawful Use. You represent, warrant and covenant that You and Your Users shall use QCS only for lawful purposes and in conformance with this Agreement, including the Acceptable Use Policy. You recognize and agree that PSS at its sole discretion may (but has no obligation to) monitor any and all areas of QCS to oversee compliance with this Agreement and You will so inform the Users that their use of QCS will constitute consent to such monitoring.

5. Disclaimer. YOU ACKNOWLEDGE THAT QCS IS PROVIDED HEREUNDER WITH NO WARRANTY WHATSOEVER. YOU ACKNOWLEDGE THAT YOUR USE OF QCS IS AT YOUR OWN RISK. QCS IS PROVIDED SOLELY ON AN "AS-IS" BASIS. PSS MAKES, AND YOU RECEIVE, NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. PSS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NONINFRINGEMENT.

6. Indemnification. You agree to defend, indemnify and hold harmless PSS, its parent, subsidiaries, affiliated companies, and their directors, officers, agents and employees (collectively, the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt, liability and expense (including reasonable attorneys' fees, costs and expenses) arising from breach of this Agreement by You or by any of Your agents, employees or Users, or in connection with Your or any User's use of QCS, whether or not such use was authorized by You. You also agree to defend, indemnify and hold the Indemnified Parties harmless from any claims made against them by a User. PSS reserves the right to approve Your counsel to defend any such claims, which approval will not be unreasonably withheld, and to approve any settlement agreement. PSS also reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You hereunder.

7. Confidentiality.

7.1. Non-Disclosure. You shall hold confidential all Confidential Information (as defined in Section 7.2) of PSS and shall not disclose or use such Confidential Information without the express written consent of PSS. Confidentiality shall be protected by the You with the same degree of care as You use for Your own Confidential Information, but no less than reasonable care. You may disclose Confidential Information only to those Users who have a need to know the Confidential Information for purposes of performing or exercising rights granted under this Agreement. At any time upon the request of PSS, You shall promptly, at the option of PSS, either return or destroy all (or, if the owner so requests, any part) of the Confidential Information previously disclosed and all copies thereof, and You shall certify in writing as to its compliance with the foregoing.

7.2. Confidential Information. QCS and information in the possession or under the control of PSS relating to the business affairs or proprietary and trade secret information of PSS in oral, graphic, written, electronic or machine readable form is hereafter referred to as "Confidential Information." Confidential Information shall not include information which can be demonstrated by You: (i) to have become part of the public domain after the time of disclosure by a publication or by any other means except an unauthorized act or omission or breach of this Agreement on the part of You, Your Users, or agents; (ii) to have been supplied to You after the time of disclosure without restriction by a third party who is under no obligation to PSS to maintain such information in confidence; or (iii) required to be disclosed by law or court order, provided that PSS is provided a reasonable opportunity to prevent such disclosure, and, in the event of a disclosure, that You apply best efforts to ensure that available confidentiality protections are applied to such information.

7.3. Subscription Password Access. Any and all Subscription Passwords provided hereunder are deemed Confidential Information of PSS. You and Users are responsible for maintaining the confidentiality of such Subscription Passwords and shall be fully responsible for all activities that occur under such Subscription Passwords You agree to (a) immediately notify PSS of any unauthorized use of such Subscription Passwords or any other breach of security pertaining to QCS. PSS cannot and will not be liable for any loss or damage arising from Your or any User's failure to comply with this Section 7.3.

8. Limitation Of Liability. IN NO EVENT SHALL PSS BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST REVENUE, LOST PROFITS OR ANTICIPATED BUSINESS (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF OR QCS, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF INFORMATION OR DATA, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO TORT (INCLUDING NEGLIGENCE) , CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR OTHERWISE. THE AGGREGATE LIABILITY OF MINTAB FOR ANY OTHER DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, OR QCS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED THE AMOUNTS RECEIVED BY PSS FROM YOU RELATING TO YOUR USE OF QCS DURING THE CALENDAR QUARTER DURING WHICH SUCH CLAIM ACCRUED.

9. Term; Termination. The term of this Agreement (the "Term") shall commence on Your purchase of a Subscription License to use QCS and shall continue for the term of Your Subscription License as specified on the order page (e.g., one year), unless terminated earlier as set forth herein. PSS may immediately terminate this Agreement and QCS in the event that You or any User breaches any obligation, warranty, representation or covenant under this Agreement. PSS may otherwise terminate this Agreement and QCS for any reason or no reason upon thirty (30) days written notice to You. If timely payment is not received when due, PSS reserves the right to either suspend or terminate Your or each User's access to QCS. You may terminate this Agreement for any reason or no reason upon written notice to PSS. Upon termination or expiration of this Agreement for any reason, the License and QCS shall terminate, You will be obligated to pay any and all Fees due hereunder up through the date of such termination or expiration and PSS shall have no further obligations to You. Sections 2.3, 3, 4, 5, 6, 7, 8, 9 and 10 hereof shall survive the expiration or termination of this Agreement for any reason.

10. Miscellaneous.

10.1. Binding Effect. You shall not have the right to assign, sublicense or transfer Your Subscription License rights hereunder to any third party and any such attempted assignment, sublicense or transfer is hereby null and void. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assignees. This Agreement is not intended to be enforceable against PSS by any party other than You or Your employer, and is expressly not intended to be enforceable by any User or third party beneficiary. We may enforce this Agreement against You and/or Your employer in our sole discretion.

10.2. Modifications; Waiver. No modification or waiver by PSS of this Agreement or any part hereof shall be effective unless in signed writing. No waiver of any breach or condition of this Agreement by PSS shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

10.3. Partial Invalidity. If any provision of this Agreement shall be held invalid or unenforceable by competent authority, such provision shall be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

10.4. Force Majeure. PSS shall not be liable for failure to perform hereunder due to the inability of You, User, PSS or any other person to connect to the Internet, or any other failure or unavailability of Internet connectivity or availability for any cause whatsoever, fiber optic cable cuts, interruption or failure of digital transmission links, hacker attacks, acts of God or nature, or any other cause beyond the control of PSS or PSS's exercise of its rights under this Agreement.

10.5. Governing Law. This Agreement and all rights of the parties shall be governed by, and construed in accordance with, the laws of the State of Connecticut pertaining to contracts made and to be wholly performed within such state, without taking into account conflicts of laws principles.

10.6. Jurisdiction and Venue. In the event that any legal proceedings are commenced in any court with respect to any matter arising under this Agreement, the parties hereto specifically consent and agree that (1) the courts of the State of Connecticut and/or the United States Federal Courts located in New Haven, Connecticut shall have exclusive jurisdiction over each of the parties hereto and over the subject matter of any such proceedings; and (2) the venue of any such action shall be in New Haven County, Connecticut and/or the United States District Court for New Haven Connecticut; provided, however, that PSS may bring an action to enforce Your obligations or to protect its Confidential Information or proprietary content in any other jurisdiction.

10.7. Attorneys' Fees and Costs. In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorneys' fees and all other litigation costs, including expert witness fees, as part of damages.

10.8. Entire Agreement. This Agreement along with the payment terms on the order page contains the entire understanding between the parties hereto and supersedes any prior understanding, memoranda or other written or oral agreements between them respecting the within subject matter.

10.9. Amendments. This Agreement may be amended from time to time by PSS by providing You with 30 days prior written notice. Any use by You of QCS after the effective date of a notice of amendment(s) to this Agreement shall be deemed to constitute agreement by You to the amended Agreement.