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aNCOVO NETWORK Terms and Conditions of Software License Agreement LIMITING THE ABOVE, TAN DOES NOT WARRANT THAT ANY SOFTWARE PROVIDED HEREUNDER WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE OPERATION OF SOFTWARE PROVIDED HEREUNDER WILL BE FREE FROM INTERRUPTION OR ERRORS. 6.2. RESTRICTIONS ON WARRANTY - TAN HAS NO OBLIGATION TO REPAIR OR REPLACE SOFTWARE DAMAGED BY ACCIDENT OR OTHER EXTERNAL CAUSE, OR THROUGH THE FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN TAN. 6.3. NO INDIRECT DAMAGES — WITHOUT LIMITING THE GENERALITY OF SECTIONS 6.1 AND 6.4, IN NO EVENT WILL TAN BE LIABLE TO THE CUSTOMER OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT OR TORT), INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EXCEPTING LOSS OR DAMAGE FOR PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY RESULTING FROM THE SOLE NEGLIGENCE OF TAN, IN CONNECTION WITH SOFTWARE PROVIDED HEREUNDER OR IN ANY OTHER RESPECT RELATING TO THIS AGREEMENT. 6.4. LIMITS ON LIABILITY — IF, FOR ANY REASON, TAN BECOMES LIABLE TO THE CUSTOMER OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), EXCEPTING LIABILITY FOR PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY, INCURRED IN CONNECTION WITH THIS AGREEMENT, THEN: A) THE AGGREGATE LIABILITY OF TAN FOR ALL DAMAGES AND LIABILITY INCURRED BY CUSTOMER AND ALL OTHER PARTIES IN CONNECTION WITH THE SOFTWARE IN QUESTION WILL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT PAID TO TAN FOR THE LICENSE OF THE MODULE OR MODULES WHICH GAVE RISE TO THE CLAIM FOR DAMAGES; AND B) IN ANY CASE THE CUSTOMER MAY NOT BRING OR INITIATE ANY ACTION OR PROCEEDING AGAINST TAN ARISING OUT OF THIS AGREEMENT OR RELATING TO ANY SOFTWARE PROVIDED HEREUNDER MORE THAN TWO YEARS AFTER THE RELEVANT CAUSE OF ACTION HAS ARISEN, 6.5. SEPARATE ENFORCEABILITY - SECTIONS 6.1 THROUGH 6.4 ARE TO BE CONSTRUED AS SEPARATE PROVISIONS AND WILL EACH BE INDIVIDUALLY ENFORCEABLE. 7. TERMINATION 7.1. Termination - This Agreement will terminate: a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 30 days after receiving written notice thereof; and b) without limiting a), at the option of TAN if the Customer breaches section 3 of this Agreement provided that the right of termination will be in addition to all other rights and remedies available to the parties for breach or default by the other. 7.2. Suspension of Obligations - If either party should default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non - defaulting party, the non - defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied, but this section will not permit the Customer to suspend its obligation to make payments owing in respect of the Software. 7.3. Return of Software - In the event of termination of this Agreement for any reason whatsoever, Customer will immediately return to TAN all physical copies of Software delivered by TAN to the Customer or otherwise in the Customers possession or control, except as expressly permitted by TAN to destroy, destroy all physical copies of the Software not returned to TAN, delete all electronic copies of the Software from its systems, and certify in writing to TAN that such actions have all been completed. 8. AUDIT AND MONITORING RIGHTS 8.1. TAN may, upon a minimum of 24 hours written notice to the Customer, attend upon the Customer's premises and verity that the Software licensed pursuant to this Agreement is installed and being used only as permitted hereby. Such inspections may occur a maximum of twice per calendar year, and will be performed only during the Customer's regular business hours and conducted in a manner so as minimize to the extent reasonable any interference with the Customers business. Further, TAN may, using automatic means which do not interfere with the use of the Software by the Customer or Users other than as described in this provision, monitor at any time usage of the Software by the Customer and or its Users, through monitoring of the number of copies of any particular Module(s) in Concurrent Use. 9. GENERAL 9.1. Complete Agreement; Modification- This Agreement constitutes the complete and exclusive statement of the agreement between TAN and the Customer relating to the licensing of the Software, and supersedes all oral or written proposals, prior agreements and other prior communications between the parties, concerning the subject matter of this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by both parties, except that TAN may fill future purchase or other orders for further goods or services available under this Agreement, and if TAN does so the provisions of this Agreement will contain the only commercial terms applicable to such transaction despite such purchase or other order stating otherwise. The Active Network Ltd. Page 6 of 9