SUBSCRIPTION SERVICES AGREEMENT


READ THIS AGREEMENT BEFORE INSTALLING THE SOFTWARE

THANK YOU FOR CHOOSING THIS JASPERSOFT SOFTWARE PRODUCT.
BY CLICKING ON THE "I AGREE" BUTTON OR BY DOWNLOADING OR 
OTHERWISE INSTALLING THE SOFTWARE, YOU ("CUSTOMER" OR 
"YOU") ARE AGREEING TO THIS AGREEMENT.  IF YOU DO NOT
AGREE WITH ALL OF THIS AGREEMENT, PLEASE CONTACT YOUR 
SALES REPRESENTATIVE. IN THIS AGREEMENT, "JASPERSOFT" 
MEANS JASPERSOFT CORPORATION.

(c) 2011 JASPERSOFT CORPORATION.  All Rights Reserved. 

Warning:  This computer program is protected by copyright 
laws and international treaties. Unauthorized use, 
duplication or distribution of this program or any portion
of it without the express written consent of JASPERSOFT 
is strictly prohibited. ALL RIGHTS RESERVED. 

JASPERSOFT, JasperReports, JasperServer, JasperAnalysis, 
JasperETL, iReport, JasperReports Library, JasperReports Server, 
Jaspersoft OLAP, Jaspersoft ETL, Jaspersoft Studio, Jaspersoft 
Business Intelligence, Jaspersoft BI and Jaspersoft BI Suite 
are trademarks of JASPERSOFT.  Any other trademarks are for 
identification purposes only and are the property of their 
respective owners.

IMPORTANT NOTICE REGARDING ORACLE MYSQL: The bundled Oracle MySQL 
database is solely for use as a metadata repository. Customer 
will be limited to one (1) copy, plus one (1) cold stand-by 
instance of Oracle MySQL. If additional copies are required, 
Customer should contact its database provider of choice.

IMPORTANT NOTICE REGARDING JASPERREPORTS PROFESSIONAL DEVELOPER 
LICENSES: If You purchased a JasperReports Library Professional 
Developer license, the following additional terms and conditions 
apply: 1) The term of the license shall be for a period of one 
(1) year after delivery or download; 2) No helpdesk support or 
use of the Jaspersoft Customer Support Portal is provided; 
JASPERSOFT may provide certain updates, as determined solely 
by JASPERSOFT; 3) The license is provided "as is", without 
warranty of any kind or nature; 4) The JasperReports Library 
Professional Developer license is for a single user solely in a 
development environment, and not for use in production or 
run-time environments.

IMPORTANT NOTICE REGARDING JASPERSOFT BI WORKGROUP EDITION 
LICENSES:If You purchased a Jaspersoft BI Workgroup Edition 
license, the following additional terms and conditions apply:  
1) Use of Jaspersoft BI Workgroup Edition is limited to named 
users ("Named Users") for which the applicable fees have been 
paid, and support is limited to the number of incidents for 
which the applicable fees have been paid; and 2) Jaspersoft BI
Workgroup Edition use is limited to a maximum of two (2) CPUs.
A Named User is defined as an individual authorized by You to
use the Software as installed on a single server or multiple 
servers, regardless of whether the individual is actively using
the Software at any given time. A non-human operated device will
be counted as a Named User in addition to all individuals 
authorized to use the programs, if such devices can access the
Software.  

If multiplexing hardware or software (e.g., a TP monitor or a web 
server product) is used, this number must be measured at the 
multiplexing front end. Automated batching of data from computer 
to computer is permitted. Jaspersoft BI Workgroup edition is not 
for distribution, whether by ISV/ASP Customers, original equipment
manufacturers ("OEMs"), or as "software as a service" or "SAAS"
use.


U.S. GOVERNMENT END-USERS: 

This Software Product and the Related Materials are 
"commercial items" as that term is defined in 48 
C.F.R. 2.101 (October 1995) consisting of "commercial 
computer software" and "commercial computer 
software documentation" as such terms are used in 
48 C.F.R. 12.212 (September 1995).  Consistent with 
48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1, 227.7202-3 
and 227.7202-4 (June 1995), if the Customer hereunder 
is the U.S. Government or any agency or department thereof,
the Software and the Related Materials are licensed 
hereunder (i) only as a commercial item, and (ii) with 
only those rights as are granted to all other end users 
pursuant to the terms and conditions of this Agreement. 

TERMS AND CONDITIONS

1.  Grant of License.  Subject to the terms and conditions
contained in this Agreement, JASPERSOFT hereby grants 
Customer, beginning on the date Customer first downloads 
the JASPERSOFT Software (the "Effective Date") and during 
the term specified in Section 13, a non-exclusive, 
non-transferable, non-assignable, non-sublicensable, 
worldwide license to use, solely for internal business 
purposes (including use by external users, namely 
employees, customers, and partners), the object code 
of the JASPERSOFT Software.  The JASPERSOFT Software and 
the Support provided pursuant to Section 4, if any, shall 
constitute the "Services").  Customer may view the source 
code of the JASPERSOFT Software, however, JASPERSOFT shall
not provide any support or maintenance in respect of any
modifications to the JASPERSOFT Software.  The JASPERSOFT
Software may not be distributed to any other person or 
entity except as expressly set forth below in this 
Section 1.

In the event that Customer has purchased an ISV 
Subscription, this Agreement shall also incorporate the 
terms and conditions of JASPERSOFT's "ISV Terms and 
Conditions" set forth at 
http://www.jaspersoft.com/termsdl/ISV_v061607.htm for 
the "Customer Application(s)" identified in the 
applicable Order Form or Purchase Order.

2.  Proprietary Rights.  Customer acknowledges that 
JASPERSOFT controls all right, title and interest 
in and to the JASPERSOFT Software and all intellectual 
property rights relating thereto. The JASPERSOFT Software
is the valuable intellectual property of JASPERSOFT and
constitutes confidential and proprietary information of 
JASPERSOFT. JASPERSOFT does not grant to Customer 
any other right or license, either express or implied, 
in the JASPERSOFT Software except as specified in 
this Agreement, and Customer's use of the JASPERSOFT 
Software shall be subject to the restrictions set 
forth in this Agreement.  

3.  Restrictions on Use.  Except as expressly permitted 
in this Agreement, Customer shall not (and shall not allow
any third party to) (i) decompile, disassemble, or 
otherwise reverse engineer the JASPERSOFT Software 
(except to the extent expressly permitted under applicable 
law); (ii) provide, lease, lend, use for timesharing or 
otherwise use or allow others to use the JASPERSOFT 
Software to or for the benefit of third parties; (iii) 
incorporate into or with other hardware or software,
or create a derivative work of any part of the JASPERSOFT 
Software; (iv) disseminate performance information or 
analysis from any source relating to the JASPERSOFT 
Software; (v) remove any product identification, copyright
notice or other proprietary legend from the JASPERSOFT 
Software; or (vi) use only the JASPERSOFT Software 
product(s) for which a subscription has been purchased 
and corresponding license key(s) have been issued. 

4.  Support.  "Support" under this Agreement means those 
services which Customer has purchased and JASPERSOFT has 
agreed to provide under the terms and conditions set forth
at 
http://www.jaspersoft.com/ss_subscriptionservices-details.html
and 
http://www.jaspersoft.com/termsdl/Support_v070708.htm.  

5.  Enhancements and Upgrades.  During the term of this 
Agreement, JASPERSOFT shall provide to Customer 
enhancements and upgrades, if any, of the JASPERSOFT 
Software it makes generally available, free of additional
charge.  

6.  Export Control.  Customer will comply with all relevant
laws and regulations regarding export of JASPERSOFT 
Software.  Customer shall indemnify and hold JASPERSOFT
harmless from any claim arising out of a breach of this
Section 6.

7.  Payment Terms.  Amounts due shall be considered paid
when JASPERSOFT is in receipt of the amount due or upon 
confirmation of receipt by a bank designated by JASPERSOFT.
All payments hereunder shall be in U.S. dollars.  Annual 
Subscription Fees are exclusive of, and Customer shall pay 
for, if applicable:  shipping; any sales, use, property, 
value added or similar taxes; federal, state or local or 
other charges imposed on or with respect to the JASPERSOFT
Software or its delivery, use or possession; but not 
including taxes based upon the net U.S. income of 
JASPERSOFT.  If Customer is required under any applicable
law or regulation, domestic or foreign, to withhold or 
deduct any portion of the payments due to JASPERSOFT, 
then the sum payable to JASPERSOFT will be increased by
the amount necessary so that JASPERSOFT receives an amount
equal to the sum it would have received had Customer made
no withholdings or deductions.

Customer will make payment within thirty (30) days of the 
date of the invoice (the "due date").  For all payments 
not received within thirty (30) days of the due date, a 
late payment fee shall accrue daily on such unpaid amounts
at the rate of one-and-one-half percent (1.5%) per month 
or the maximum rate permitted by law, whichever is lower.
JASPERSOFT shall also be entitled to any reasonable 
collection costs, including attorneys' fees.  If Customer
is paying by credit card, Customer authorizes JASPERSOFT 
to bill Customer's credit card for the Services for the 
initial term and for the amount due at the time of 
renewal. Upon expiration of the initial term, the 
Services shall be automatically renewed at JASPERSOFT's 
then-current pricing, unless Customer notifies JASPERSOFT 
in writing at least ninety (90) days prior to the scheduled
renewal date of its intention not to renew.  If JASPERSOFT
has approved Customer to be invoiced, JASPERSOFT will 
invoice Customer for the fees due as of the date of this 
Agreement and upon the submission of any future purchase 
order.  Any and all payments made by Customer pursuant 
to this Agreement are non-refundable.  JASPERSOFT reserves
the right to suspend or cancel performance of all or part 
of the Services and/or change its credit terms if actual 
payment has not been received within sixty (60) days of 
the invoice date.

8.  Warranty and Liability; Indemnification.  JASPERSOFT
expressly warrants that it is the owner or Customer of 
JASPERSOFT Software, including any and all copyrights 
and trade secrets, and has the right and authority to 
enter into this Agreement and to license JASPERSOFT 
Software to Customer in accordance with the terms herein 
as of the Effective Date.  For the period beginning on 
the original date of delivery of the JASPERSOFT Software 
and continuing for thirty (30) days thereafter, JASPERSOFT
expressly warrants that the JASPERSOFT Software will 
perform substantially in accordance with the written 
specifications contained in the documentation provided 
with the JASPERSOFT Software.  

JASPERSOFT shall indemnify and hold harmless Customer and 
its officers, employees, agents and representatives and 
defend any action brought against same with respect to 
any third-party claim, demand or cause of action, including
reasonable attorney's fees, to the extent that it is based 
upon a claim that the JASPERSOFT Software infringes or 
violates any United States patents, copyrights, trade 
secrets, or other proprietary rights of a third party.  
Customer may, at its own expense, assist in such defense 
if it so chooses, provided that JASPERSOFT shall control 
such defense and all negotiations relating to the 
settlement of any such claim.  Customer shall promptly 
provide JASPERSOFT with written notice of any claim which 
Customer believes falls within the scope of this Section 8.
In the event that the JASPERSOFT Software or any portion 
thereof is held to constitute an infringement and its use
is enjoined, JASPERSOFT may, at its sole option and 
expense, (i) modify the infringing JASPERSOFT Software so
that it is non-infringing, (ii) procure for Customer the 
right to continue to use the infringing JASPERSOFT 
Software, or (iii) replace said JASPERSOFT Software with 
suitable, non-infringing software.  Notwithstanding the 
foregoing, JASPERSOFT will have no obligation for any 
claims to the extent such claims result from (i) 
modifications or alterations of the JASPERSOFT Software
made by or for Customer or any other party that were 
not provided by JASPERSOFT or authorized by JASPERSOFT 
in writing; (ii) use outside the scope of the license 
granted hereunder, (iii) use of a superseded or previous
version of the JASPERSOFT Software if infringement would 
have been avoided by the use of a newer version which 
JASPERSOFT made available to Customer, or (iv) use of 
the JASPERSOFT Software in combination with any other 
software, hardware or products not supplied by JASPERSOFT.
This indemnity obligation is subject to the limitation of 
liability and the other pertinent terms and conditions 
of this Agreement and does not apply to the Sun 
Microsystems and Tomcat components.

EXCEPT AS PROVIDED IN THIS SECTION, ALL SOFTWARE LICENSED
HEREUNDER IS PROVIDED "AS IS."  IN ADDITION, THE FOREGOING
WARRANTIES SHALL NOT APPLY IN THE EVENT THAT CUSTOMER 
BREACHES ANY OF THE RESTRICTIONS ON USE OF THE JASPERSOFT 
SOFTWARE.

THE FOREGOING WARRANTIES ARE EXCLUSIVE OF ALL OTHER 
WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF 
NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE. 

IN NO EVENT SHALL JASPERSOFT BE LIABLE TO CUSTOMER OR ANY
THIRD PARTY OR END USER FOR ANY SPECIAL, INDIRECT, 
CONSEQUENTIAL OR CONTINGENT DAMAGES INCLUDING LOSS OF 
PROFITS, OR ANY AMOUNTS IN EXCESS OF THE FEES ACTUALLY PAID
TO JASPERSOFT BY CUSTOMER (THE FOREGOING BEING COLLECTIVELY
CALLED "DAMAGES") INCURRED BY CUSTOMER OR ANY OTHER THIRD 
PARTY.  SUCH NON-LIABILITY FOR DAMAGES SHALL APPLY WHETHER
IN AN ACTION BASED ON CONTRACT, TORT OR ANY OTHER SUCH 
THEORY, EVEN IF JASPERSOFT HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.

9.  Third-Party Software.  Customer agrees to be bound by
all of the terms and conditions applicable to end users 
of any third-party software licenses to products embedded
in or distributed with the JASPERSOFT Software.  The 
third-party software license terms and conditions are 
set forth in the "Third-Party Notices" file delivered 
with certain JASPERSOFT Software products.  Customer 
agrees not to use or access any third-party software 
as a "stand-alone product," or in a manner other than in 
connection with the JASPERSOFT Software.  JASPERSOFT and
its licensors make no warranties, express or implied, with
respect to the third-party software, and Customer agrees 
not to assert any claims against JASPERSOFT's third-party 
licensors relating to this Agreement.  Such third-party 
licensors of JASPERSOFT are intended third-party 
beneficiaries of this Agreement.  Source code may not be 
provided for all third-party software, and Customer agrees
not to reverse engineer, decompile, or otherwise derive the
source code of any software provided hereunder.

10.  JASPERSOFT Professional Services.  In the event that 
Customer has purchased any consulting services from 
JASPERSOFT, this Agreement incorporates the Consulting 
Services Terms and Conditions set forth at 
http://www.jaspersoft.com/terms.html.  This Agreement 
also incorporates the terms and conditions of any 
Statement of Work (SOW) package purchased by Customer,
which are set forth at 
http://www.jaspersoft.com/ss_consulting.html, as follows:

JASPERSOFT BI Jumpstart 
                    - Business Intelligence Workshop
JASPERSOFT BI Jumpstart 
                    - Operational Reporting Workshop 
JASPERSOFT - Time for Hire
JASPERSOFT - BI 4-day Technical Training

11.  No Agency.  The Parties are independent contractors. 
Neither Party is an employee, agent, joint venturer or 
legal representative of the other Party for any purpose. 
Neither Party shall have the authority to enter into any 
legal or equitable obligation for the other Party. Under 
no circumstances may either Party hold itself out to have 
agency authority for the other Party. The Parties agree 
not to make false or misleading statements, claims or 
representations about the other Party, its products or 
the relationship between the Parties.

12.  Governing Law.  This Agreement is in accordance with,
and shall be governed by and construed under, the laws of
the State of California and applicable United States 
statutes.  Such governance and construction explicitly 
excludes the State of California's body of laws governing 
conflict of laws and the 1980 United Nations Convention 
on Contracts for the International Sale of Goods.  Customer
hereby irrevocably consents to jurisdiction of the state or 
federal courts located in San Francisco County, California.
To the extent permitted by law, the provisions of this 
Agreement shall supersede any provisions of the Uniform 
Commercial Code as adopted or made applicable to this 
Agreement in any competent jurisdiction.

13.  Term; Termination.  This Agreement and the licenses 
granted hereunder shall remain in effect for a period of 
one (1) year from the Effective Date, unless a different 
term is ordered and paid for by Customer, and unless 
earlier terminated as set forth herein.  JASPERSOFT may 
terminate this Agreement and the licenses granted 
hereunder, upon written notice for any material breach of
this Agreement that Customer fails to cure within sixty 
(60) days following written notice specifying such breach.
In the event of termination of this Agreement for any
cause, all rights granted hereunder automatically revert 
to the granting Party.

14.  Waiver.  The Party entitled to the benefit of any 
provision of this Agreement may waive said provision. 
Neither Party shall be deemed, by any act or omission, 
to have waived any of its rights or remedies hereunder 
unless such waiver is in writing and signed by an 
authorized officer of such Party.  Such a waiver shall be
limited specifically to the extent set forth in said 
writing.  Waiver as to one event shall not be construed
as waiver of any right or remedy as it relates to any 
subsequent event.

15.  Force Majeure.  If by reason of Force Majeure 
including, without limitation, earthquakes, governmental 
regulation, fire, flood, labor difficulties, civil 
disorder and all acts of God, a Party is unable to 
perform in whole or in part its obligations as set forth
in this Agreement, except for payment obligations, such 
Party shall not be liable to the other for its failure 
to perform said obligations.

16.  Severability.  If the application of any provision
or provisions of this Agreement to any particular set of 
facts or circumstances is held to be invalid or 
unenforceable by a court of competent jurisdiction, the 
validity of said provision or provisions to any other 
particular set of facts or circumstances shall not, in 
any way, be affected.  Such provision or provisions shall
be reformed without further action by the Parties to the 
extent necessary to make such provision or provisions 
enforceable when applied to that set of facts or 
circumstances.

17.  Affirmative Action/Equal Opportunity Employer.  
JASPERSOFT is an Affirmative Action/equal employment 
opportunity employer who will employ qualified individuals
with disabilities and qualified protected veterans.

18.  Survival.  The following sections shall survive the
termination of this Agreement for any cause: 2, 3, 6, 
8, 9, and 12.

19.  Rules of Construction.  As used in this Agreement,
all terms used in the singular shall be deemed to include
the plural, and vice versa, as the context requires. 
Descriptive headings are inserted for convenience 
only and shall not be utilized in interpreting this 
Agreement. 

20.  Amendment.  This Agreement may not be modified or 
amended except in a writing signed by a duly authorized 
representative of each party.

21.  Entire Agreement.  This Agreement constitutes the 
exclusive terms and conditions with respect to the subject
matter hereof, notwithstanding any different or additional
terms that may be contained in the form of purchase order 
or other document used by Customer to place orders or 
otherwise effect transactions hereunder.  This Agreement 
represents the final, complete and exclusive statement of
the agreement between the parties with respect to subject
matter hereof and all prior written agreements and all 
prior and contemporaneous oral agreements with respect to
the subject matter hereof are merged therein.

22.  Publicity.  During the term of this Agreement, 
Customer and JASPERSOFT may engage in co-marketing and 
publicity programs, including advertisements in trade 
and other publications, only upon written approval of 
both parties.  Such approval shall not be unreasonably 
withheld.  Notwithstanding the foregoing, written approval
shall not be necessary with respect to JASPERSOFT's use 
of Customer's name and logo as a reference and in 
marketing materials. 









