AVIDIAN TECHNOLOGIES TERMS OF USE:
THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNS YOUR USE OF THE SOFTWARE AND ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE") OFFERED BY AVIDIAN TECHNOLOGIES, INC. (“AVIDIAN”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Welcome
As part of the Service, Avidian will provide you with use of the Service, including downloaded software, a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Avidian website incorporated by reference herein, including but not limited to Avidian's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

The Service is offered in several editions:

• Prophet Ultimate Edition
• Prophet Ultimate OnDemand Edition
• Prophet Enterprise Edition
• Prophet Enterprise OnDemand Edition
• Prophet Professional Edition
• Prophet Premium Edition
• Prophet Premium OnDemand Edition
• Prophet Advanced Edition
• Prophet Personal Edition

Please see our website for feature differences between the various editions.

1. Privacy & Security; Disclosure
Avidian's privacy and security policies may be viewed at http://www.Avidian.com/privacy.aspx. Avidian reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. If you become a paying customer of the Service, you agree that Avidian can disclose the fact that you are a paying customer and the edition of the Service that you are using.

2. License Grant & Restrictions
Avidian hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Avidian and its licensors.

You may not access the Service if you are a direct competitor of Avidian, except with Avidian's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Avidian immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Avidian immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Avidian user or provide false identity information to gain access to or use the Service.

4. Account Information and Data
Avidian does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Avidian, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Avidian shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), you may request, within 60 days of termination, that Avidian make available to you a file of the Customer Data as of termination. Avidian will provide such file promptly upon payment of any applicable, then-current data extraction fees. Avidian reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Avidian shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership
Avidian alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Avidian Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Avidian Technology or the Intellectual Property Rights owned by Avidian. The Avidian or Prophet name, the Avidian or Prophet logo, and the product names associated with the Service are trademarks of Avidian or third parties, and no right or license is granted to use them.

6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Avidian and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Avidian does not endorse any sites on the Internet that are linked through the Service. Avidian provides these links to you only as a matter of convenience, and in no event shall Avidian or its licensors be responsible for any content, products, or other materials on or available from such sites. Avidian provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms on your Order Form and under this Agreement. The initial charges for the Initial Term will be equal to the current number of total User licenses requested times the User license fee currently in effect, as indicated in your Order Form. Payments must be made for the License Term in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Cart. All payment obligations are non-cancelable and all amounts paid are nonrefundable, provided, however, that if you are not satisfied with the Services and have contacted us as directed on the Order within 60 days of the date you submitted the Order, amounts paid (other than for services already performed) will be refunded to you (the "60 Day Guaranty"). You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Avidian with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Cart. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or Renewal Term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. All pricing terms are confidential, and you agree not to disclose them to any third party.

8. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is (i) 100 MB per User license for Avidian.com Premium OnDemand Edition, (ii) 1 GB per 5-User license package for Prophet Enterprise OnDemand Edition. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Avidian will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Avidian to so notify you shall not affect your responsibility for such additional storage charges. Avidian reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

9. Billing and Renewal
Unless otherwise selected in your Order Form, Avidian charges and collects in advance for use of the Service. At the end of the Initial Term, this Agreement will automatically renew for additional renewal terms (each a “Renewal Term”), each having a term equal to the Initial Term, unless you have provided us with written notice of your intent not to renew at least 60 days prior to the start of the applicable Renewal Term. Avidian will automatically renew and bill your credit card at the start of each Renewal Term or issue an invoice to you at least 60 days prior to the start of each Renewal Term, which invoice is due on the start date for the applicable Renewal Term. The charge for a Renewal Term will be equal to the then-current number of total User licenses times the license fee in effect during the Initial Term or prior Renewal Term, as applicable, unless Avidian has given you at least 60 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Unless otherwise indicated in an Order Form, Avidian's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Avidian's income.

You agree to provide Avidian with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 60 days of any change to it. If the contact information you have provided is false or fraudulent, Avidian reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Avidian in its discretion determines otherwise in writing, all entities will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers").

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10. Non-Payment and Suspension
In addition to any other rights granted to Avidian herein, Avidian reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Avidian initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Avidian may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Avidian reserves the right to impose a reactivation or reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Avidian has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 60 days or more delinquent.

11. Termination /Reduction in Number of Licenses
You may terminate this Agreement at any time by providing written notice to us, provided, however, that, except for the 60-Day Guaranty, Avidian has no obligation to refund you for any unused portion of the License Term. You may reduce the number of licenses by providing us written notice, provided, however, that any such reduction shall not take effect until the following Renewal Term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Avidian will make available to you a file of the Customer Data within 60 days of termination if you so request at the time of termination for the then current data extraction fee. You agree and acknowledge that Avidian has no obligation to retain the Customer Data, and may delete such Customer Data, more than 60 days after termination.

12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Avidian Technology or Service will be deemed a material breach of this Agreement. Avidian, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Avidian may terminate a free account at any time in its sole discretion. You agree and acknowledge that Avidian has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 60 days of notice of such breach.

13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

14. Mutual Indemnification
You shall indemnify and hold Avidian, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Avidian (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Avidian of all liability and such settlement does not affect Avidian's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Avidian shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) finally awarded arising out of or in connection with a third party claim: (i) alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) which, if true, would constitute a violation by Avidian of its representations or warranties; or (iii) arising from breach of this Agreement by Avidian; provided that you (a) promptly give written notice of the claim to Avidian; (b) give Avidian sole control of the defense and settlement of the claim (provided that Avidian may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Avidian all available information and assistance; and (d) have not compromised or settled such claim. Avidian shall have no indemnification obligation, and you shall indemnify Avidian pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s). This section states your sole and exclusive remedy in the event of any third party claim.

15. Disclaimer of Warranties
AVIDIAN AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. AVIDIAN AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AVIDIAN AND ITS LICENSORS.

16. Internet Delays
AVIDIAN'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AVIDIAN IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17. Limitation of Liability
IN NO EVENT SHALL AVIDIAN'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL AVIDIAN AND/OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Confidentiality
“Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the disclosing party, including, but not limited to, the Customer Data, the Services, product plans, prices and costs, or other business or technical information of the disclosing party that is designated to be confidential or proprietary or which reasonably appears to be confidential or proprietary. Confidential information will not include anything that is already in the possession of the receiving party without obligation of confidence, is independently developed by the receiving party without use of Confidential Information, becomes available to the general public without breach of this Agreement, or is rightfully received by the receiving party from a third party without obligation of confidence. Each party agrees that for a period of three (3) years following the date of such party’s receipt of Confidential Information from the other party, the receiving party will hold all Confidential Information in confidence and not disclose it to others or use it in any way except in performing the receiving party’s obligations under this Agreement, unless otherwise required by law or court order, and take actions reasonably necessary to protect the confidentiality of the Confidential Information. The receiving party agrees to promptly return or destroy all Confidential Information provided by the disclosing party at the disclosing party’s request.

20. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Avidian and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

21. Notice
Avidian may give notice by means of a general notice on the Service for matters applicable to its customers generally, or by electronic mail to your e-mail address on record in Avidian's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Avidian's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Notice to Avidian (such notice shall be deemed given when received by Avidian) shall be provided by any of the following: letter sent by confirmed facsimile to Avidian at the following fax numbers (whichever is appropriate): (425) 746-1311; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Avidian at the following addresses (whichever is appropriate): Avidian Technologies, Inc., 2053 152nd Avenue NE, Redmond, WA 98052. Attention of: Chief Financial Officer.

22. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Avidian but may be assigned without your consent by Avidian to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Avidian directly or indirectly owning or controlling 50% or more of you shall entitle Avidian to terminate this Agreement for cause immediately upon written notice.

23. General
This Agreement shall be governed by Washington law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Seattle, Washington. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Avidian as a result of this agreement or use of the Service. The failure of Avidian to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Avidian in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Avidian and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

24. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Cart, and any materials available on the Avidian website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Avidian from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Cart or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the Initial Term or any Renewal Term, as applicable; "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Cart" means Avidian's online website that allows the License Administrator designated by you to, among other things, add additional Users to the Service; "Avidian" means collectively Avidian Technologies, Inc., a Washington corporation, having its principal place of business at 2053 152nd Avenue NE, Redmond, WA 98052; "Avidian Technologies" means all of Avidian's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Avidian in providing the Service; "Service(s)" means the specific edition of Avidian's onpremise and online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Avidian, accessible via http://www.Avidian.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Avidian, to which you are being granted access under this Agreement, including the Avidian Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Avidian at your request).

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Avidian.com or call 1-800-399-8980.