Definitions

(a) “Agreement” means the agreement between you and NumberCruncher.com Inc. (“NumberCruncher”, as defined below) concerning your participation in the NumberCruncher Solution Provider program including the NumberCruncher Affiliate Program (the “Program”) as governed by the Agreement Terms (defined below).

(b) “Agreement Terms” means

• The sign-up form or enrollment application which you submitted to apply for membership in the Program (the “Application”),
• These terms and conditions (“Terms and Conditions”),
• The benefits, requirements and fees of the Solution Provider program and the NumberCruncher Affiliate Program as they may change from time to time (“Program Description”), as set forth at www.numbercruncher.com/solutionprovider/index.asp, and
• The applicable demonstration license as set forth in the End User License Agreement (hereinafter referred to as the “Demonstration License Agreement” or “DLA”) which is outlined in the Help section (s) of the software program (s) licensed to you.

(c) “Product” means the software product listed in the Program Description, and “Demonstration product” means a demonstration version of the Product.

NumberCruncher Solution Provider Program

You agree to comply with all Agreement Terms and acknowledge that you have access to the World Wide Web and the ability to send and receive electronic mail or “email.” NumberCruncher may in its sole discretion terminate the Program or change any Agreement Terms from time to time.

Your participation in the Program and the validity of the Agreement is conditioned upon your complying at all times with the Agreement Terms, including without limitation payment of fees, if applicable, under the Program Description (“Fees”). All Fees are earned by NumberCruncher upon payment and are non-refundable, except that if you terminate the Agreement as provided in Section 5 within sixty (60) days after the Effective Date, you will receive a full refund of all initial Fees paid, if any, to NumberCruncher, Inc upon return to NumberCruncher of all Product, Demonstration Product, and other materials provided to you.

Demonstration License.

In the case where Fees are paid, NumberCruncher hereby grants you a limited non-transferable, non-sub licensable, revocable and non-exclusive license to install and run the Demonstration Product solely on computer (s) owned or controlled exclusively by you. Your use of the Demonstration Product is limited to not more than the number of concurrent users and/or seats specified in the Program Description or in a separate written notice from NumberCruncher to you, as applicable. All use of the Demonstration Product is subject to the DLA. You may use the Demonstration Product only for

• Internal use, and
• Client demonstrations.

Use of Marks.

You may not use the name, logo or any other trademarks or service marks of NumberCruncher (“NC Marks”) in any communications, advertising, signage, marketing materials, brochures or any other materials in any form or in any medium except as set forth in the Program Description. Participant will cease using any materials containing any NC Mark immediately upon termination of the Agreement for any reason, or at any time sooner, upon written request by NumberCruncher. Participant agrees not to use NC Marks or potentially confusing variations of NC marks (including “Crunch”) as a part of a product name, service name, company name, Internet address or similar designation, or in any manner that suggests a relationship with NumberCruncher other than that which exists under this Agreement. Participant shall not apply for registration of the NC Marks (or any mark confusingly similar thereto) anywhere in the world.

Term and Termination.

The term of the Agreement will begin on the date you receive notice from NumberCrucher (“NC Approval Form”) that you have been accepted into the Program, and will continue thereafter for one (1) year, at which time the term shall automatically renew for additional one (1) year periods, unless sooner terminated in accordance with this Section. Either party may terminate the agreement upon thirty (30) days’ written notice to the other. Upon expiration or termination for any reason, all rights granted to you herein will terminate and you must return or destroy, at NumberCruncher’s option, all Product, Demonstration Product, related documentation and other NumberCruncher materials provided to you under the Agreement. Termination of the Agreement will not terminate any of your outstanding payment obligations to NumberCruncher under the Agreement.

General Provisions.

The parties are independent contractors, and the Agreement does not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between the parties. Neither party may assume or create any obligations or make any representations, warranties or commitments on behalf of the other party, whether express or implied, or bind the other party. You may not assign or transfer any of your rights or obligations under the Agreement. The Agreement has been executed in, and shall be governed by the laws of, Florida. In the event of any litigation or other proceeding concerning the Agreement,

(a) The parties accept venue and jurisdiction in either

• the Florida state courts in or around Davie, Florida, and

(b) The prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the other party.

Definition of NumberCruncher.

As used herein, “Invoiced Office” means the office to which NumberCruncher sends your invoice for Fees.

Other Trademarks.

Any trademarks other than the ones specified by NumberCruncher as associated with NumberCruncher.com, Inc. are the sole property of their respective companies.

Communications.

NumberCruncher may from time to time communicate promotions and company updates to you via email, fax, telephone or regular mail. You agree to receive such communications. You further agree to alert NumberCruncher of any changes in your contact information. NumberCruncher may also choose to communicate directly with clients that have been derived from you through the NCSP Program, including the NumberCruncher Affiliate Program. As such, you agree that NumberCruncher may communicate with said clients.