PROFESSIONAL NETWORKING CONSULTANTS, INC. -2006

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4 LIMITED WARRANTY THE LICENSED PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABiliTY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAMS IS WITH THE LICENSEE. Licensor does not warrant that the functions contained in the Licensed Programs will meet Licensee's requirements or that the operation of the licensed Programs will be uninterrupted or error free 5. LIMITATIONS OF REMEDIES In the event the Licensee encounters a defect in the Licensed Programs, the Licensor will make its best effort to resolve such defect in a timely manner. licensor's liability to Licensee for damages resulting from Licensor's breach of this Agreement or from any defect in Licensor's software shall be limited and never exceed the sum of the Licensed Programs listed and paid, including taxable court costs and attorney's fees. In no event will licensor be liable for any damages, including any lost profits, or other incidental or consequential damages arising out of the use or periormance of the Licensed Programs. 6 GENERAL (a) Licensee acknowledges that it has read and understands thiS Agreement and agrees to be bound by its terms. Licensee further agrees that this is the complete and exclusive understanding of the Licensor and Licensee, and that the Agreement supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except with the written consent of the parties. (b) This Agreement shall be interpreted and governed by the laws of the State of California. (c) The Waiver or failure of either party to exercise any right provided for herein shall not be deemed a waiver of any other rights hereunder. (d) No action, regardless of form, arising out of this Agreement may be brought by the Licensee more than one (1) year after the cause of action has arisen. (e) Each party shall have the right to collect from the other party, its reasonable expenses incurred in enforcing this Agreement, including all attorneys' fees. (f) If any of the provisions, or portions hereof of this Agreement are held invalid under any applicable statute or law, they are to that extent to be deemed omitted and the other provisions herein set forth shall remain in full force and effect. (g) This Agreement becomes effective when signed the by Licensee and delivered to and accepted by an authorized Licensor representative. (h) Any unauthorized modification made by the Licensee to the Licensed Programs, renders any and all warranties made herein by Licensor null and void. 7. SUPPORT The Licensor agrees to provide telephone support for the products listed on Additional Schedule A Licensed Programs and Telephone Support on a 5/9 , 5 (five) day per week, 9 (nine) hour per day basis between the hours of 8:00 A.M. and 5:00 P.M CST. For telephone support outside the hours of 8.00 A.M. and 5:00 P.M. the schedule set forth below applies. Support can only be upgraded on the anniversary of this Agreement. If Licensee elects to upgrade support, such upgrade must be done via certified mail written notice to Licensor 60 (sixty) calendar days prior to the Agreement's anniversary date Charges for extended support are listed below in the form of differentials that are to be applied to the annual license and Support Charges. Downgrades from extended hour coverage to basic 5/9 coverage would be accomplished via the same methodology as described above for upgrades. 5 ueg