PROGRAM LICENSE AGREEMENT

PLEASE READ THE FOLLOWING CONDITIONS CAREFULLY BEFORE YOU PROCEED WITH
INSTALLING AND USING THE LICENSED SOFTWARE. BY CLICKING ON THE “I AGREE”
BUTTON AND/OR BY DOWNLOADING AND INSTALLING THE LICENSED SOFTWARE, AND/OR
OTHERWISE USING THE LICENSED SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT
YOU READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (the
"AGREEMENT") AND AGREED TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO BE
BOUND BY THIS AGREEMENT, THAN PLEASE EXIT THE INSTALLATION PROCESS AND DO NOT
INSTALL, ACCESS OR USE THE LICENSED SOFTWARE.
IF YOU USE THE LICENSED SOFTWARE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,
THEN BY CLICKING THE "I AGREE" BUTTON, YOU REPRESENT AND WARRANT THAT YOU HAVE
FULL POWER AND AUTHORITY TO BIND THAT ENTITY AND TO ACCEPT THIS AGREEMENT ON
ITS BEHALF. THE TERM "YOU" OR “CUSTOMER” OR “LICENSEE” IN THIS
AGREEMENT REFERS TO YOU, AN INDIVIDUAL, AND/OR TO THE ENTITY ON WHOSE BEHALF
YOU AUTHORIZED THIS AGREEMENT.

1.	Definitions
For the purposes of this Agreement the terms -
1.1.	“jSonar” means jSonar, Inc., a Delaware corporation, having its
principal place of business at 370 Marrett Rd, Lexington, MA 02421.
1.2.	"Licensed Software" means jSonar software known by the names
JSON Studio, SonarW, SonarG, and SonarSQL as provided and released by jSonar, in object code only, any
updates and new versions of jSonar software, as made available from
time to time by jSonar, any third party software provided therewith, and all
associated documentation provided with the Licensed Software. Nothing in this
Agreement shall be construed as granting rights to any third parties.

2.	Grant of License:
2.1.	License: Subject to the terms and conditions of this Agreement and
payment of license fees, jSonar hereby grants the Customer, and the Customer
hereby accept, a non-exclusive, non-transferable, limited and revocable license
to use the copy of the Licensed Software for installation on Customer’s
computer server for Customer’s internal purposes only.
2.2.	Restrictions: Licensee will not, and will not allow, without the
express written authorization of jSonar to:
(a)	Demonstrate, copy, rent, lease, sell, sublicense, assign, market or
otherwise transfer any portion of the Licensed Software to any third party; or
(b)	Publish or otherwise disclose or provide information in connection with
the Licensed Software, documentation, or any related information including but
not limited to information relating to performance or quality of the Licensed
Software to any third party; or
(c)	Modify, reuse, disassemble, decompile (or attempt to derive the source
code of the Licensed Software), reverse engineer or otherwise translate the
Licensed Software or any portion thereof, including, without limitation, any
software delivered with the Licensed Software, except and only to the extent
that this limitation is expressly prohibited by applicable law notwithstanding
this limitation; or
(d)	Create any software program that links, embeds or makes direct function
calls to run time or other components licensed by jSonar from third parties; or
(e)	Remove, alter or cause not to be displayed, any trademarks, copyright
notices or start-up messages contained in the Licensed Software; or
(f)	Remove or attempt to remove or circumvent any security measures
installed in the Licensed Software.
(g)	Create any derivative works of the Licensed Software.
Nothing in this section shall derogate from any of the other Licensee’s
obligations and undertakings in this Agreement.
2.3.	The Customer may make an additional machine-readable copy of the
Licensed Software, and use it for back-up purposes only. The Customer must
reproduce on the back-up copy of the License Software all copyright notices and
any other proprietary legends appearing on the original copy of the Licensed
Software that the Customer have downloaded. The Customer may not sell, lease,
rent or otherwise transfer the back-up copy of the License Software to any
third party.
2.4.	From time to time, upon jSonar's reasonable request, the Customer will
provide jSonar log files generated in Customer’s computer servers, as a
result of using the Licensed Software ("Log Files"). jSonar may use the Log
Files for internal purposes only, including for debugging, and for monitoring
and enhancing the functionality of the Licensed Software. The method and format
for transferring log files will be mutually discussed and agreed between the
parties.
2.5.	jSonar will keep the Log Files confidential, will not transfer them to
any third party without Customer written permission, and will permanently
delete them when their retention is no longer necessary. jSonar will reasonably
safeguard the Log Files from unauthorized, negligent or inadvertent use or
disclosure thereof.

3.	Confidentiality:
3.1.	The parties acknowledge and contemplate the exchange of Confidential
Information. Each party shall maintain the other party’s Confidential
Information in the strictest confidence, using the same degree of care it uses
to protect its own Confidential Information, and at least a reasonable degree
of care.
3.2.	Without limiting the foregoing, neither party shall disclose
Confidential Information to any third party, other than to personnel who have a
“need to know”, and only to the extent necessary for the execution of this
Agreement. Each party shall be responsible for compliance of its personnel with
confidentiality undertakings substantially similar to the provisions of this
section ‎4.
3.3.	Neither party shall use the Confidential Information disclosed to it in
any way whatsoever other than as necessary for the performance of this
Agreement.
3.4.	In this Agreement, the term “Confidential Information” shall mean
any proprietary information of either party, designated as confidential by such
party or of a confidential nature, including but not limited to, all designs,
concepts, scientific, algorithmic and structural information; information of a
business and commercial nature (such as financial and marketing information
disclosed in any form or medium whatsoever) and the terms and conditions of
this Agreement.
3.5.	The code of the Licensed Software, pricing information, and any
materials, methodology and documentation associated with the Licensed Software,
including this Agreement are proprietary and shall be deemed Confidential
Information of jSonar, unless they are in the public domain through no default
of this Agreement. Licensee must keep them confidential and may not disclose
them to any third party. This provision will survive the termination or
expiration of this Agreement.

4.	Warranty:
4.1.	jSonar warrants for Customer’s benefit only that for a period of
ninety (90) days following the date this Agreement was confirmed by Customer
and provided that this Agreement is not terminated at the end of that term
(“Warranty Period”), the Licensed Software, if operated as directed and for
purposes for which it was designed, will perform in substantial compliance with
it's specifications (as and when applicable). jSonar's sole obligation under
the warranty herein shall be, at jSonar's sole discretion: (i) to replace or
repair the Licensed Software, free of charge; or (ii) to refund the fees the
Customer paid for the Customer’s first license period and not more than
yearly license fees. Any replaced or substituted license or Licensed Software
will be warranted for the remainder of the original Warranty Period. Warranty
claims must be made in writing during the Warranty Period and within seven (7)
days of the observation of the defect accompanied by evidence satisfactory to
jSonar.
4.2.	EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION, AND ANY ADDITIONAL
WARRANTY THAT THE CUSTOMER PURCHASE, SUBJECT TO THE TERMS OF THE ADDITIONAL
WARRANTY, THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESSED OR IMPLIED. JSONAR DOES NOT WARRANT THAT THE LICENSED
SOFTWARE WILL MEET CUSTOMER REQUIREMENTS OR THAT ITS OPERATION WILL BE
UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT PERMITTED BY LAW, JSONAR EXPRESSLY
DISCLAIMS ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER AGREE AND ACKNOWLEDGE THAT THE
USE OF THE LICENSED SOFTWARE IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY THE
APPLICABLE LAW, AT CUSTOMER’S OWN RISK. NO DEALER, DISTRIBUTOR, RESELLER,
AGENT OR EMPLOYEE OF JSONAR IS AUTHORIZED TO MAKE ANY MODIFICATIONS,
EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. This warranty is void if any
modifications are made to the Licensed Software or to any component thereof
during the warranty period; if the Licensed Software is subjected to accident,
abuse, or improper use; or if the Customer violates the terms of this
Agreement.
4.3.	THE CUSTOMER ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS INHERENTLY
COMPLEX AND MAY THEREFORE NOT BE COMPLETELY FREE OF ERRORS. THE CUSTOMER
FURTHER ACKNOWLEDGE THAT THE PERFORMANCE OF THE LICENSED SOFTWARE MAY BE
AFFECTED BY ANY NUMBER OF FACTORS, INCLUDING WITHOUT LIMITATION, TECHNICAL
FAILURE OF THE LICENSED SOFTWARE, ACTS OR OMISSIONS OF THIRD PARTIES AND OTHER
CAUSES REASONABLY BEYOND THE CONTROL OF JSONAR. BY USING THE LICENSED SOFTWARE
THE CUSTOMER DECLARE THAT THE CUSTOMER ACCEPT THESE FACTS AND THEIR
CONSEQUENCES. Nothing contained in this Agreement shall be construed as (a) a
warranty or representation that use of the Licensed Software will be free from
infringement of copyrights, patents or other rights of third parties; or (b)
conferring by implication, estoppel, or otherwise, upon either party, any right
to services, license or other right except the services and/or licenses and
rights expressly granted in this Agreement; or (c) a warranty or representation
that Customer or any other entity, will be able to use the jSonar Licensed
Software for any purpose.

5.	Limitation of Liability:
5.1.	JSONAR, ITS OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, AGENTS AND
SUCCESSORS SHALL NOT BE LIABLE (WHETHER UNDER CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, TO THE CUSTOMER, OR ANY THIRD PARTY FOR ANY LOSS OR
DAMAGE, INCLUDING INDIRECT, SPECIAL CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES
WHATSOEVER, AND INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE TO BUSINESS
EARNINGS, LOST PROFITS AND OR GOODWILL, SUFFERED BY ANY PERSON, ARISING FROM
AND/OR RELATED TO DELIVERY, INSTALLATION, USE, PERFORMANCE OF OR INABILITY TO
USE THE LICENSED SOFTWARE AND/OR ANY OF ITS COMPONENTS, CUSTOMIZATIONS,
DEVELOPMENTS OR MODIFICATIONS, WHETHER FORESEEABLE OR NOT, EVEN IF JSONAR, OR
ANY ONE ON ITS BEHALF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
WAY LIMITING THE FOREGOING AND TO THE FULL EXTENT PERMITTED BY LAW, JSONAR WILL
NOT BE LIABLE FOR NEGLIGENCE WITH RESPECT TO THE DESIGN OF THE JSONAR LICENSED
SOFTWARE AND WILL NOT BE LIABLE UNDER ANY STRICT LIABILITY CLAIMS CONCERNING
THE LICENSED SOFTWARE.
5.2.	IN ANY EVENT JSONAR'S TOTAL LIABILITY SHALL NOT EXCEED THE PRICE PAID
TO JSONAR FOR AN ANNUAL LICENSE TO USE THE LICENSED SOFTWARE OR TWENTY FIVE
THOUSAND UNITED STATES DOLLARS (US$ 25,000), WHICHEVER IS LOWER. Nothing in
this Agreement limits the liability of jSonar in the event of death or personal
injury resulting from negligence or from fraud of jSonar. The foregoing
limitations shall apply notwithstanding any failure of essential purpose of any
limited remedy and are fundamental elements of the transaction between jSonar
and the Customer. The Customer acknowledges that jSonar and/or its reseller
would not have entered into this Agreement absent such limitations. Some
jurisdictions do not allow the exclusion or limitation of incidental or
consequential damages, so the above limitation or exclusion may not apply to
the Customer. However, jSonar otherwise disclaims and/or limits liability to
the extent fully allowed under applicable law.

6.	Proprietary Rights:
6.1.	All jSonar Intellectual Property Rights shall be the sole property of
jSonar and except for the licenses granted hereunder, Licensee shall have no
rights or claims to the Licensed Software (or any derivatives thereof) or any
intellectual property in connection therewith. Nothing in this Agreement is
intended to grant any rights or license under any patent, copyright, or other
intellectual property right of jSonar to Licensee and/or to any other party,
nor shall this Agreement grant the Licensee any rights in or to the jSonar
Intellectual Property Rights, except for the limited right to use such jSonar
Intellectual Property Rights solely for the purpose specified hereinabove. For
the purpose of this agreement, the term “jSonar Intellectual Property
Rights” shall mean any and all intellectual property rights in connection
with the Licensed Software, including, without limitation, the worldwide
rights, whether or not perfected, associated with: (a) works of authorship,
copyrights, including moral rights, registrations and applications for
registration thereof; (b) any invention, discovery, concept, composition, data,
experiment, material, method, process, product and result; (c) patents, patent
applications and all related continuations, divisional, reissue, utility
models, design patents, applications and registrations thereof, certificates of
inventions; (d) trade secrets, confidential information, know-how, designs,
prototypes, enhancements, improvement, work-in progress, research and
development information; (e) trade marks, trade marks applications, trade
names, logos, product names, product manuals, training materials, documentation
and other support materials, whether or not patented, copyrighted or
trademarked; (f) software, firmware, network or product architectures,
specifications, drawings, flow charts; and (g) all other proprietary rights
relating to the foregoing. Inasmuch as Licensee and/or any on its behalf shall
discover, conceive or develop (or have developed) any concepts, know-how,
technologies, processes or products in connection with or as a result of the
use of the Licensed Software ("jSonar's Work Product"), such shall be deemed
jSonar's Property and Licensee hereby irrevocably: (i) assigns to jSonar,
whenever and in perpetuity, any right, title and interest, whether now existing
or later arising, that Licensee may have in or to jSonar's Work Product and
related intellectual property rights; and (ii) agrees, to take any lawful
action, which jSonar reasonably requests to vest or protect jSonar's right,
title and interest in and to jSonar's Work Product (at jSonar's reasonable
cost).
6.2.	Customer shall cooperate with jSonar in protecting the rights of jSonar
in the Licensed Software and Confidential Information. Without limiting the
foregoing, Customer agrees to notify jSonar promptly in the event that the
Customer becomes aware of any infringement of such rights. jSonar shall
exclusively have the right, in its sole discretion, to prosecute lawsuits
against any party for infringement of the rights of jSonar in the Licensed
Software and Confidential Information. The Customer agrees to fully cooperate
with jSonar, at the expense of jSonar, in the prosecution of any such suit.

7.	Indemnification:
7.1.	Indemnification by jSonar: jSonar agrees to defend, indemnify and hold
Customer harmless from and against any claim or suit alleging that the Licensed
Software infringes upon third parties’ Intellectual Property Rights, and to
pay all costs, settlements, or judgments finally awarded; provided, however,
that (1) Customer shall have given jSonar a prompt written notice of such
claim, suit, demand, or action; (2) Customer shall reasonably cooperate with
jSonar in the defense and settlement thereof at the expense of jSonar; and (3)
jSonar shall have sole control of the defense of such claim, suit, demand, or
action and the settlement or compromise thereof. The foregoing shall not apply
to the extent that the infringement arises: (i) from the use of the Licensed
Software in a manner for which it was not intended, or (ii) not in compliance
with the documentation provided by jSonar therewith, or (iii) where the
infringement results from the combination of the Licensed Software or other
third party’s equipment or systems, where the Licensed Software standing
alone, would not have infringed upon third party’s rights. In the event that
an injunction is obtained against the Customer’s use of the Licensed Software
arising from a suit, claim or proceeding, or if jSonar anticipates that there
is a likelihood of a claim of infringement, or determines that the following
steps will assist in defending or settling a claim, suit, demand or action,
jSonar shall, at its option and expense, either (a) procure for Customer the
right to continue using the Licensed Software; or (b) replace or modify the
same so that it no longer infringes upon such Intellectual Property Rights, so
long as the utility or performance of the Licensed Software is not adversely
affected by such replacement or modification and the Licensed Software
continues to substantially conform to the License Software documentation; or
(c) where (a) or (b) are not practicable, to terminate the license and call
back the Software, and to reimburse to Customer the license fees under this
Agreement.
7.2.	Exclusivity: This Section ‎8 sets forth the exclusive and entire
remedy of Customer against jSonar with respect to any action or claim for an
alleged infringement of Intellectual Property Rights by the Licensed Software
or any component thereof.
7.3.	Indemnification by Customer: Customer agrees and undertakes to defend,
indemnify and hold jSonar harmless from and against any claim or liability
arising out of Customer’s or Customer personnel use of the Licensed Software,
including without limitation, arising out of the using the Licensed Software
not in compliance with the applicable laws and regulations, or arising out in
connection with the content presented by or to Customer’s users, or available
to them through the Licensed Software; provided, however, that (1) jSonar shall
have given Customer a prompt written notice of such claim, suit, demand, or
action; (2) jSonar shall reasonably cooperate with Customer in the defense and
settlement thereof at Customer’s expense; and (3) Customer shall have sole
control of the defense of such claim, suit, demand, or action and the
settlement or compromise thereof, subject, however, to obtaining the prior
written consent of jSonar in the event such settlement or compromise may affect
jSonar’ rights or interests in or to the Licensed Software.

8.	Term and Termination:
8.1.	This Agreement is effective until terminated. If licensed for a twelve
(12) month period, the agreement shall automatically renew itself for
subsequent consecutive twelve (12) months periods, subject to jSonar receiving
payment for the additional license terms.
8.2.	Without derogating from anything in this Agreement, if any of the terms
and conditions of this Agreement are breached by Licensee and are not remedied
within 14 days of written notice by jSonar (subject to jSonar's ability to know
of the breach and only if the breach is capable of being remedied), jSonar may
terminate this Agreement, in addition to any other legal rights and remedies
jSonar may have. Upon termination of this Agreement, for any reason, Licensee
shall cease using, and erase or destroy, the Licensed Software and all copies
thereof. jSonar may request Licensee to provide a declaration signed by the
Licensee attesting that Licensee ceased using the Licensed Software and that
all copies of the Licensed Software have been destroyed. For the removal of
doubt, the provisions of this Agreement, which protect the proprietary rights
of jSonar or which pertain to limitation of liability and/or exclusivity of
warranty and/or remedies, shall survive the termination of this Agreement.
8.3.	Sections ‎4 (Confidentiality), 6 (Limitation on Liability), ‎7
(Proprietary Rights), 87 (Indemnification),  ‎11 (Governing Law;
Jurisdiction) and ‎12 (Miscellaneous) shall survive termination and shall
remain in full force and effect thereafter.

9.	Notices: Any notice required by this Agreement shall be given in
writing by registered mail, facsimile transmission or personal delivery to the
addresses of the parties (Customer’s address will be as delivered to jSonar ,
and shall be deemed to have been delivered five days after the date on which
the notice was posted, or in the case of notice by facsimile, 24 hours after
dispatch, or in the case of personal delivery, at the time of delivery.

10.	Governing Law; Jurisdiction: This Agreement shall be governed by and
construed under the laws of the Commonwealth of Massachusetts exclusive of its
choice of law rules. The competent courts of Massachusetts shall have exclusive
jurisdiction with respect to all disputes and differences arising out of or
relating to this Agreement or to its interpretation.

11.	Miscellaneous:
11.1.	Assistance: The Customer shall grant to jSonar such access to
Customer’s premises, and all Customer other means as may be required or
appropriate for jSonar to perform its obligations under this Agreement. The
Customer shall furnish and make available such access (remote and other) as
required for installation, operation or maintenance of the Licensed Software.
The Customer will further grant jSonar such access to information by
Customer’s personnel and third party network and other suppliers of Customer
as may be necessary to enable jSonar to perform its obligations under this
Agreement.
11.2.	Customer’s Responsibility: For avoidance of doubt, the Customer shall
be responsible for establishing reasonable backups, accuracy checks, and
security precautions to guard against possible malfunction of the Licensed
Software, loss of data, or unauthorized access to the Licensed Software.
11.3.	Force Majeure: Neither party shall be liable for any costs or damages
due to nonperformance under this Agreement, arising out of any cause or event
not within the reasonable control of such party and without its fault or
negligence, such as an act of God, reason of fire, floods, or inability to
obtain necessary materials or services from suppliers if no equipment sources
for such suppliers or services are readily available.
11.4.	Assignment: The Customer may not assign this Agreement, and any rights
or obligation hereunder, in whole or in part without the prior written consent
of jSonar, and any attempt by the Customer to so assign this Agreement shall be
deemed null and void. jSonar may transfer its rights and obligations hereunder
to a third party that acquires all or substantially all of the assets or
securities or jSonar.
11.5.	Notices: Notices to either party to this Agreement shall be deemed
given (a) four (4) business days after being mailed by airmail, postage
prepaid, (b) the same business day, if dispatched by facsimile before 13:00
hours (EST) and sender receives acknowledgment of receipt, or (c) the next
business day, if dispatched by facsimile after the hour 13:00 hours (EST) and
sender receives acknowledgment of receipt. Mail shall be addressed to each
Party’s address as first mentioned above, or at such other address as it
shall have notified the other pursuant to the provisions of this subsection.
11.6.	Entire Agreement: This Agreement and any orders placed to jSonar by
Customer constitute the entire agreement between jSonar and the Customer with
respect to the delivery, installation, and operation of the Licensed Software
by jSonar and the Customer’s use thereof. In the event of a contradiction
between the body of this Agreement and any one of the exhibits thereto, the
provisions contained in any orders placed by Customer shall prevail. This
Agreement may only be amended by a written instrument signed by both parties.
11.7.	Independent Contractors: The parties hereto are and shall remain
independent contractors. Nothing herein shall be deemed to establish a
partnership, joint venture, or agency relationship between the parties. Neither
party shall have the right to obligate or bind the other party in any manner to
any third party.
11.8.	Authority to Contract: Each party represents that it has the full power
and authority to enter into this Agreement and to convey the rights herein
conveyed. Each party further represents that it has not entered, nor will it
enter, into any agreements that would conflict with its obligations hereunder
or would render it incapable of satisfactorily performing hereunder.
11.9.	No Waiver: Neither party shall, by mere lapse of time, without giving
notice thereof, be deemed to have waived any breach by the other party of any
terms or provisions of this Agreement. The waiver by either party of any such
breach shall not be construed as a waiver of subsequent breaches or as a
continuing waiver of such breach.
11.10.	Third Party Software: The Licensed Software may contain software
provided by third parties. Such third party’s software shall be subject to
the terms, provisions and restrictions set forth in the agreement
contained/attached to such software and not to this Agreement unless
specifically stated otherwise.
11.11.	Export Laws: The Customer agree that any copy of the Licensed Software
will not be shipped, transferred or exported into any country or used in any
manner prohibited by the United States Export Administration Act or any other
export laws, restrictions or regulations (collectively the "Export Laws"). In
addition, if the Licensed Software is identified as an export controlled item
under the Export Laws, the Customer represent and warrant that the Customer are
not a citizen of, or located within, an embargoed or otherwise restricted
nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North
Korea) and that the Customer are not otherwise prohibited under the Export Laws
from receiving the Licensed Software.
