Alight Planning License Agreement

END-USER LICENSE AGREEMENT FOR ALIGHT PLANNING SOFTWARE

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE INSTALLING THE ALIGHT PLANNING SOFTWARE. BY USING THE ALIGHT PLANNING SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS LICENSE BY SELECTING THE "I ACCEPT THE TERMS IN THE LICENSE AGREEMENT" AND THEN CLICKING NEXT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, THEN YOU CANNOT INSTALL ALIGHT PLANNING SOFTWARE.

1. DEFINITIONS

(a) Alight Planning Software. Computer code and data files that are delivered to you by Alight or that are otherwise provided to you in connection with Support Services.

(b) Authorized Computer. A computer identified as such for installation of Alight Planning Software.

(c) Documentation. User manuals, help files and similar documents supplied with Alight Planning Software. Documentation does not include product or service descriptions, advertising materials or marketing materials.

(d) Installation Date. The day after you receive the Alight Planning Software.

(e) New Use. A use that does not conform to the pricing for your initial use of the Alight Planning Software.

(f) Price List. The Alight product and price guide in effect on the date you receive the Alight Planning Software (or a New Use begins) that has been approved for use in the region where the Alight Planning Software is installed. Alight may change its Price List, including available Alight Planning Software, specifications and prices, on notice to you.

(g) Support Services. The update, maintenance and support services described in Exhibit 1.

(h) Vendor. A third party that provides software modules embedded in Alight Planning Software.

2. DELIVERY AND PAYMENT

(a) Delivery and Activation. Alight Planning Software will be delivered in physical and/or electronic form. You will be provided temporary activation keys at the time of delivery. Temporary activation keys will expire 30 days after delivery or such time period as specified in the Sales Quotation. Permanent activation keys will be issued by Alight on receipt of payment. As a part of the activation process, basic information about the equipment on which the Alight Planning Software is installed will be automatically transferred to Alight from time to time and you agree to these transfers. You will not acquire title to the Alight Planning Software.

(b) Prices. The following will apply to Alight Planning Software and Support Services:

(1) For your initial use, you will pay the fees set forth in an Alight quotation, as processed by the Alight Sales Department. For each subsequent use or download, you will pay the fees in the Price List plus any additional charges incurred under this Agreement. Where pricing is user based, you will acquire additional usage increments before you exceed your licensed limits. Prices for additional increments will be based on Alight's Price List in effect on the date the increment is ordered.

(2) Support Services will be billed in advance at the rates in effect for each Support period and as indicated in the Alight quotation to you.

(c) Taxes. Prices exclude, and you will pay, all sales, value-added, use or other governmental taxes, fees and charges of any kind except for taxes based on Alight's net income ("Taxes"). Taxes paid or payable by Alight will be invoiced to and paid by you.

(d) Payment. Payment will be made in U.S. Dollars and in immediately available funds. Amounts not paid when due will accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. You will reimburse Alight for all fees, costs and expenses (including reasonable attorneys' fees) incurred to collect overdue amounts. From time to time, Alight may require assurances of payment, which may include guaranties or letters of credit. Amounts billed by Alight become final unless disputed within 30 days after the date of invoice.

(e) Due Dates. Alight will invoice you for Alight Planning Software on delivery and payment is due upon receipt of the invoice date. Fees applicable to a New Use are when the New Use begins upon presentation of invoice. Fees for Support Services are payable in advance by no later than the first day of the applicable Support period.

(f) Audits. On reasonable notice, Alight or its agents may inspect your facilities (including computers) and records to verify your proper use of and payment for all Alight Planning Software. You will keep records regarding your use in sufficient detail to permit this verification. If, after an audit, it is determined that you have underpaid any amounts due, Alight will invoice you for and you will pay the amount of the underpayment plus interest as provided in Section 2(e) from the date each payment was due. If the underpayment is more than 5% of the amount properly due, you will also pay Alight's audit expenses.

3. LICENSES

(a) General. This Section contains the rights granted to you in Alight Planning Software. You will receive only an object code license for Alight Planning Software.

(b) License Grants. You are granted a personal, non-transferable, non-exclusive license, solely for your own internal use and without rights to sublicense, to (1) load, install, execute, display and store Alight Planning Software on your Authorized Computers, and (2) use the Documentation for that purpose. You will not, nor will it permit others to, use Alight Planning Software to develop code, objects, modules or programs that modify or substitute for code, objects, modules or programs in Alight Planning Software. Use of Alight Planning Software is limited those uses for which you have paid the applicable fees. Alight Planning Software may contain authorization codes and lockout software that restricts their operation to properly licensed uses.

(c) Intellectual Property. You will not copy, alter, adapt, modify or make derivative works of Alight Planning Software except as permitted by this Section. A reasonable number of backup copies of Alight Planning Software may be made (and a reasonable number of copies of the Documentation for your internal use) so long as you simultaneously copy all proprietary notices on and in the Alight Planning Software and Documentation. Alight Planning Software may contain processes or techniques that are patented. No license to use those processes and techniques apart from the Alight Planning Software is granted. You will not acquire any right to the trademarks or tradenames of Alight and its Vendors.

(d) Reverse Engineering. You will not, and waives to the fullest extent permitted by law any right to, reverse engineer, decompile, disassemble or otherwise derive the source code for Alight Planning Software, or to decode, de-encrypt or engineer around any security measures in Alight Planning Software.

(e) Transfers. You may transfer Alight Planning Software to another computer that you own or lease. However, you will need to obtain the requisite activation codes from Alight for Alight Planning Master versions before making the transfer. Alight will promptly provide you with new activation codes following notice of a new or different computer on which the Alight Planning Software will be used. You will not otherwise rent, license, sell or transfer any portion of the Alight Planning Software. Any purported transfer will be void, will be a breach of this Agreement and will cause the licenses granted in this Agreement to automatically terminate without notice.

(f) Ownership. All right, title and interest to copyrights, trade secrets, patents and other intellectual property rights in Alight Planning Software will remain the exclusive property of Alight and its Vendors.

4. INSTALLATION, ACCEPTANCE, SUPPORT AND TRAINING

(a) Installation and Acceptance. Alight is not responsible for installing, testing, managing or controlling Alight Planning Software. Alight Planning Software will be deemed accepted on receipt.

(b) Support Services and Training. Exhibit 1 contains the terms that will apply to Support Services. Training is generally available only online and for an additional fee in accordance with Alight's rates as then in effect. Training is subject to Alight's standard terms and cancellation policies.

5. WARRANTIES

(a) Limited Warranty on Media. Alight warrants the media, if any, on which the Alight Planning Software is recorded and delivered by Alight to be free from defects in materials and workmanship under normal use for a period of 90 days from the date of original purchase. Your exclusive remedy under this Section will be, at Alight's option, a refund of the purchase price of the Alight Planning Software or replacement of the Alight Planning Software which is returned to Alight. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF ORIGINAL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH ABOVE IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION, PACKAGING OR OTHERWISE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.

(b) Limitations. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE ALIGHT PLANNING SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ALIGHT PLANNING SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND ALIGHT AND ITS VENDOR'S (COLLECTIVELY TO AS "ALIGHT" FOR THE PURPOSES OF SECTIONS 5 AND 6) DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE ALIGHT PLANNING SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALIGHT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ALIGHT PLANNING SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE ALIGHT PLANNING SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE ALIGHT PLANNING SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ALIGHT PLANNING SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ALIGHT OR ITS REPRESENTATIVES WILL CREATE A WARRANTY. IF THE ALIGHT PLANNING SOFTWARE PROVES DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THESE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

6. DAMAGES AND LIMITATIONS

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ALIGHT BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE ALIGHT PLANNING SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ALIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event will Alight's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amounts paid to it for the Alight Planning Software or Support Services that are the subject of a claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

7. TERMINATION

(a) Termination of Licenses. The licenses granted in Section 3 will terminate on the earliest of the following to occur: (1) termination by Alight for a breach of this Agreement by you that remains uncured 30 days after notice specifying the breach, (2) notice to Alight from you, or (3) expiration of the term, if any, stated in the Price List in effect at the time a license is granted. Licenses are perpetual if they have no stated term in the Price List and are not otherwise terminated under this Section. On termination of a license, you will immediately destroy or return to Alight all copies of the relevant Alight Planning Software in your possession or under your control. You will thereafter have no continuing rights to that Alight Planning Software.

(b) Survival. On expiration or termination of your license to use the Alight Planning Software, your obligations to pay amounts owed to Alight and to discharge any liability incurred before expiration or termination will survive, together with the provisions of Sections 2, 3 and 5-10.

8. GENERAL

(a) Compliance with Export and Other Laws. Alight Planning Software and Support Services, and all related rights, technical data and information, are subject to export controls imposed by the U.S. Government and other countries. You will not export any Alight Software, or information relating to Alight Planning Software or Support Services without first complying with all applicable import, export or other control restrictions.

(b) Assignment. This Agreement is not assignable by you without the prior consent of Alight. This Agreement will be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

(c) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America, excluding its choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply.

(d) Entire Agreement. This Agreement, including its Exhibit, is the entire agreement between the parties regarding its subject matter and supersedes all prior communications between them, both oral and written. This Agreement may not be modified, and no rights will be waived, except by an instrument in writing signed by a duly authorized representative of both parties. Section headings are for convenience only and will not be relevant in interpreting this Agreement. As used in this Agreement, the term "including" means by way of example and not limitation. Absent an express indication to the contrary, all references to a "day" or "days" are to calendar days.

(e) Waivers and Remedies. No waiver of a breach will constitute a waiver of any other breach of the same or any other provision of this Agreement. Except as otherwise provided, the rights and remedies in this Agreement are cumulative and in addition to any other rights or remedies available at law or equity.

(f) Intentional Risk Allocation. The provisions of this Agreement reflect an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with its subject matter. This allocation was a material part of the bargain between the parties. The economic and other terms of this Agreement were negotiated and agreed to by them in reliance on that allocation.

(g) Independent Contractors. The parties are independent contractors. Under no circumstances will the employees of one party be deemed the employees of the other. This Agreement does not grant authority for either party to act for the other in an agency or other capacity, or to make commitments of any kind for the account of or on the behalf of the other.

(h) Severability. If any provision of this Agreement is determined to be invalid or unenforceable, it will be deemed to be modified to the minimum extent necessary to be valid and enforceable. If it cannot be so modified, it will be deleted and the deletion will not affect the validity or enforceability of any other provision unless, as a result, the rights of either party are materially diminished or the obligations and burdens of either party are materially increased so as to be unjust or inequitable.

EXHIBIT 1
Support Services

1. DEFINITIONS

(a) Defect. An error in Alight Planning Software or a failure of Alight Planning Software to conform substantially with its then-current Documentation that can be reproduced by Alight.

(b) Maintenance Release. An updated release of Alight Planning Software that incorporates all Patches since the last Maintenance Release or Product Release. A Maintenance Release is denoted by a change in the third number of the Version ID. Release notes are generally included.

(c) Patch. A specific change to resolve a Defect that is made between Maintenance Releases or Product Releases. A Patch may include additional or replacement Documentation.

(d) Product Release. A release of Alight Planning Software that incorporates new enhancements, features and fixes since the last Product Release. A Product Release is denoted by a change in the first or second number in the Alight Planning Software Version ID. Release notes and full Documentation are included.

(e) Remote Access. Access to your systems reasonably required by Alight to provide Support Services. Remote Access may include a dedicated connection, dial-up modem, internet, telnet or other means by which Alight can gain the needed access.

(f) Version ID. A designation used to denote different versions of Alight Software. A Version ID consists of two or more numbers, each separated by a period (i.e. X.X.X), where the first two numbers designate the Product Release, the third number designates the Maintenance Release within a Product Release and any subsequent numbers designate the Patch level.

(g) Workaround. A change to the procedures you follow or the data you supply when using Alight Software. A Workaround is designed to enable Alight Planning Software to operate without a material, adverse effect on its use in your production environment.

2. SUPPORT COVERAGE

(a) Alight Software. So long as you are current in paying all Support Services charges and are not then in breach of this Agreement, you will receive the Support Services as described below for all Alight Planning Software. Support Services is provided only for the current and immediately preceeding Product Release of Alight Planning Software, with all Alight recommended operating system, database and other Patches applied.

(b) Excluded Items. Support Services do not include (1) installation of Maintenance Releases, Patches, Product Releases and Workarounds, (2) their integration into your system, or (3) their customization to conform to your environment.

3. TECHNICAL SUPPORT

(a) Alight Planning Software. If you believe that there is a Defect in Alight Planning Software, you will (1) promptly notify Alight, describing the parameters, procedures and conditions resulting from the Defect in sufficient detail to permit Alight to isolate the code that has caused the Defect, and (2) provide Alight with all data files and other software, together with Remote Access and (if Alight requires) on-site access, reasonably believed necessary by Alight for it to reproduce and analyze the Defect. If the Defect cannot be reproduced, no further action will be taken. On notice of a Defect and during its normal business hours Alight will initiate work to verify the Defect, advise you of its plans for resolving the Defect, and use commercially reasonable efforts to resolve the Defect.

If a Defect cannot be resolved within a reasonable period after Alight has been identified, Alight will notify you. Thereafter, you and Alight will cooperate in good faith to arrive at a mutually satisfactory alternative.

4. UPDATES

Support Services fees include, for all Authorized Computers, the right to receive a license to Maintenance Releases and Product Releases at the time each Release is made generally available. Revisions and enhancements to Alight Planning Software will be made, as Alight deems necessary and appropriate. Alight may discontinue updating Alight Planning Software at any time or may incorporate any portion of existing Alight Planning Software into a new and distinct product. In this latter case, Alight will offer to make the new product available to Licensee at its then current price.

5. GENERAL ASSISTANCE, FORUM AND KNOWLEDGE BASE

Alight will provide you with a reasonable amount of generalized advice regarding the proper installation, configuration and operation of Alight Planning Software in the form provided by Alight ("General Assistance"). Additional General Support is available on a time and materials basis. In addition, you will be given access to Alight's online Forum and Knowledge Base.

6. TELEPHONE HOTLINE

Telephone Support Services for Basic Support Services and General Assistance is available from 9:00 a.m. to 5:00 p.m., Pacific Time, Monday – Friday, excluding local Alight holidays. The current Alight hotline telephone number is (206) 706-7190. Alight may change its hotline number at any time, and from time to time, but will promptly notify you in connection with its doing so.

7. GENERAL MATTERS

(a) Contacts and Internal Support.

(1) You will designate one employee who will be the primary contact and one employee who will be the backup contact (either of whom is a "Contact") for all matters related to Support Services. Each Contact will have will have reasonable knowledge of the Alight Software.

(2) All requests for Support Services will be made through the Contacts. In addition, you will take and document the following actions (to the extent appropriate) both before and after reporting a Defect:

Maintain an up-to-date record of system changes, such as upgrades, Patches and modifications to operating systems, databases, devices, device software and Alight Planning Software.

Identify the nature of the Defect.

Describe the events that led up to the problem.

Reproduce the error and document the steps needed to do so.

Provide Alight with proper Remote Access and any required assistance.

(b) Commencement. The first year of Support Services for each item of Alight Planning Software begins on its Installation Date. Support Services will automatically renew each year unless you cancel by written notice to Alight at least 30 days before the end of any Support period. Renewal fees will be paid in advance on or before the anniversary of the Installation Date. The schedule of renewal fees will be as specified in Alight's then current Price List.

(c) Comprehensive Coverage. Because of the interconnection between versions of Alight Planning Software and components from its various Vendors, if you renew Support Services for one item of Alight Planning Software, Licensee will renew Support Services for all Alight Planning Software you have licensed.

(d) Cancellation. Support Services will end if your license for Alight Planning Software is terminated. Support Services will also end for all Alight Planning Software at the conclusion of any Support period if you have not paid your renewal fees before the end of the period. If Support Services end, they will end, effective immediately, for all Alight Planning Software. Previously paid fees will not be refunded. Cancellation of Support Services will not, of itself, constitute termination of the Agreement.

(e) Reinstatement. You may reinstate lapsed Support Services by paying all Support fees that are in arrears, plus (1) a reinstatement fee equal to 50% of the then-current annual fee, and (2) any costs, on a time and material basis, that Alight incurs to update your installations to current versions of Alight Planning Software.

(f) Modifications and Unauthorized Uses. Alight will have no obligation to support Alight Planning Software if it (1) has been modified by anyone other than Alight, or (2) is being used in violation of the terms of the License. If a reported problem is not a Defect in Alight Planning Software but is actually a problem caused by user error, modification of Alight Planning Software by a party other than Alight, or third party hardware or software, Alight may invoice you on a time and materials basis for efforts provided by Alight personnel for the problem.

(g) Limitations. Alight WILL USE COMMERCIALLY REASONABLE EFFORTS TO repair defects, but does not guarantee that it will be able to DO SO, or that any repair will be satisfactory to YOU.

(h) Modifications. Alight may change its Support Services on 30 days prior notice. If a change materially reduces Support Services, you may terminate Support for the remainder of any prepaid period and receive a pro rata refund.