IMPORTANT—READ CAREFULLY: Thank you for selecting software by Renesan Software, a California corporation (“RENESAN”), and Visonex LLC, a Delaware corporation (“VISONEX”), both d/b/a Renvio (collectively, “RENVIO”). This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity registered as an end-user on the books of RENVIO) and RENVIO of the software that accompanies this EULA (“Software” or “Licensed Program”). The terms of a printed paper EULA signed by an officer of RENESAN or VISONEX, which may accompany the Software, supersede the terms of any on-screen EULA to the extent of any conflict between the terms of the two EULA versions. This EULA is valid and grants the end-user rights ONLY if the Software is genuine and was acquired directly from RENVIO. For more information on identifying whether your Software is genuine, please contact RENVIO (www.gorenvio.com). By installing, copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use or copy the Software, and you should promptly contact RENVIO (www.gorenvio.com) for instructions.

SOFTWARE LICENSE

The term "Computer" as used herein shall mean a single general-purpose computer, or computer component, including a mobile device, if the Software is used on a computer component or mobile device.

1.        GRANT OF LICENSE. RENVIO grants you a non-exclusive, non-transferable and non-assignable (except as expressly provided in Section 20 below) license to use the Software in machine readable form (i.e., object form) ONLY for recording, managing, monitoring and reviewing data pertaining to medical patients served at end-user’s “Approved Site(s)” under the following terms and conditions (with no right to sub-license the Software or to permit access to the Software by anyone who is not a “Permitted User”), provided that end-user complies with all terms and conditions of this EULA:

1.1      Installation and Use. Except as otherwise expressly provided in this EULA, you may install and use one copy of the Software on the Computer. THIS LICENSE MAY NOT BE SHARED, TRANSFERRED TO OR USED CONCURRENTLY ON DIFFERENT COMPUTERS, EXCEPT AS PROVIDED BELOW IN THIS SECTION 1.1. The Software may not be installed, accessed, displayed, run, shared or used concurrently on or from different computers, including a workstation, terminal or other device, including a mobile device, except that all Permitted Users on the end-user's internal computer network may access and use the Software but ONLY if the Software resides ONLY on one of end-user's central computer servers and ONLY for the purposes stated above.

1.2      Approved Site. The "Approved Site" shall mean a single, physical location where medical patients are served by end-user, which site has been identified in writing to RENVIO and entered on the records of RENVIO as an "Approved Site" for a particular type of user organization. If you wish to use the Software for any other site or for any other type of user organization, you must acquire one or more additional licenses from RENVIO prior to any such use.

1.3      Permitted User. A “Permitted User” of the Software is a person who (a) is an employee of end-user, or (b) is not an employee of end-user, but who serves patients at an “Approved Site” of end-user, or (c) is not an employee of end-user, but who provides information technology or other non-medical contractor services to end-user and whose access to the Software is reasonably necessary for the administration of end-user’s internal business operations, or (d) is an employee or contractor of RENVIO.

1.4      License Grant for Remote Desktop. You may use remote access technologies, such as the Remote Desktop features in Microsoft Windows or NetMeeting, to access and use your licensed copy of the Software, provided that only the primary user of the device hosting the remote desktop session accesses and uses the Software with a remote access device. These remote desktop rights do not permit you to use the Software on both the device hosting the remote desktop session and the access device at the same time.

1.5      License Grant for Remote Assistance. You may permit any device to access and use your licensed copy of the Software for the purpose of providing you with RENVIO technical support and maintenance services.

1.6      Compliance with Laws. The Software may be used in the health care industry. While RENVIO has endeavored to include features in the Software that will facilitate end-user's compliance with the requirements of the Health Insurance Portability and Accountability Act of

1996 ("HIPAA"), RENVIO does not assume any responsibility or liability to anyone for compliance with such law or any other applicable law. THE SOFTWARE AND RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT RENVIO AND ITS AFFILIATES AND SUPPLIERS AND THEIR RESPECTIVE SUPPLIERS ARE NOT ENGAGED IN RENDERING MEDICAL, HEALTH, LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF SUCH ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. RENVIO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS. In addition, you must indemnify and defend RENVIO, including RENESAN and VISONEX, from and against any lawsuits or claims (including without limitation attorneys' fees and court costs) that arise from or result from your use of the Software and any related documentation regarding the Software, including any infringement claim.

1.7        License Grant for Documentation. The documentation that accompanies the Software is licensed for your internal, non-commercial reference purposes only.

1.8        License Grant for Templates. The Software may include document templates. You may copy and modify the templates available as part of the Software and use them with the Software, but you may not distribute them to others or post any of them on any other network computer or broadcast any of them in any media. You must indemnify and defend RENVIO, including RENESAN and VISONEX, against any lawsuits or claims (including without limitation attorneys' fees and court costs) that arise from or result from your use or modification of any template, including any infringement claim.

1.9        Back-up Copy. YOU MAY MAKE A SINGLE BACK-UP COPY OF THE SOFTWARE. YOU MAY USE THE ONE (1) BACK-UP COPY SOLELY FOR YOUR ARCHIVAL PURPOSES AND TO REINSTALL THE SOFTWARE ON THE COMPUTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA OR BY LOCAL LAW, YOU MAY NOT OTHERWISE MAKE COPIES OF THE SOFTWARE, INCLUDING THE PRINTED MATERIALS ACCOMPANYING THE SOFTWARE. YOU MAY NOT LOAN, RENT, LEASE, LEND OR OTHERWISE TRANSFER THE CD OR BACK-UP COPY TO ANOTHER USER.

2.         DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

2.1        Technical Measures. THERE MAY BE TECHNOLOGICAL MEASURES IN THIS

SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. You may not be able to exercise your rights to the Software under this EULA after a finite number of product launches unless your copy of the Software is registered with RENVIO. RENVIO or its affiliates may use measures to confirm you have a legally licensed copy of the Software. If you are not using a licensed copy of the Software, you are not allowed to install the Software or future Software updates. RENVIO and its affiliates may collect personally identifiable information from your Computer during this process.

2.2        Internet-Based Services. You may not use any Internet-based services associated with the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services.

2.3        Single EULA. In the course of delivery of the Software, you may receive multiple copies or versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user documentation and in the Software). In this case and in any event, you are ONLY licensed to use one copy of the Software, despite your receipt of multiple copies or versions of this EULA.

2.6        On-Line Services. Certain functionality of the Software may require separately acquired on-line services. Neither the Software nor this EULA gives you any rights to use the Internet, any

on-line or other services or software that may be necessary to use all features associated with the Software.

3.             RESERVATION OF RIGHTS AND OWNERSHIP. RENVIO and their suppliers reserve all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. RENVIO or it suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of RENVIO or its suppliers.

4.             LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

5.             LANGUAGE VERSION SELECTION. RENVIO may have elected to provide you with a one-time selection of language versions of the Software as part of the Software setup process. In such event, you are licensed to use only one of the language versions provided. Once you have used a language version, you are not licensed to use any of the other language versions that RENVIO may have included with the Software. Notwithstanding the preceding, if RENVIO has elected to provide you with a Multilingual User Interface ("MUI") or Language Interface Pack ("LIP") for certain language versions with additional language version support of the Software, the preceding limitation to select and use only one language version of the Software shall not apply, so long as (i) you acknowledge that the MUI or the LIP, and the language support contained therein, is a part of the Software, (ii) you only use the MUI or LIP with the Software, and (iii) you comply with all of the other terms and conditions of this EULA.

6.             CONSENT TO USE OF DATA AND IDEAS. You agree that RENVIO and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. RENVIO and its affiliates may use this information to improve their products or to provide customized services or technologies and will not disclose this information in a form that personally identifies you. In the course of discussions with RENVIO and its affiliates, you may suggest or request Software feature enhancements or ideas for new products, features or services or improvements to the Software and/or any related documentation and, in such event, RENVIO and its affiliates shall own such ideas.

7.             LINKS TO THIRD PARTY SITES. RENVIO is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. RENVIO is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by RENVIO of the third party site or service.

8.             ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or Internet-based services components of the Software (“Supplemental Components”) that RENVIO or its affiliates may provide to you or make available to you after the date you obtain your initial copy of the Software, unless other terms are provided along with the Supplemental Components. If other terms are not provided along with such Supplemental Components and the Supplemental Components are provided to you by RENVIO or its affiliates, then you will be licensed by such entity under the same terms and conditions of this EULA, except that (i) RENVIO or its affiliates, respectively, providing the Supplemental Components will be the licensor with respect to such Supplemental Components in lieu of RENVIO for the purposes of the EULA, and (ii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLEMENTAL COMPONENTS AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SUPPLEMENTAL COMPONENTS ARE PROVIDED AS IS AND WITH ALL FAULTS. SECTIONS 17, 18 and 19 BELOW REGARDING DISCLAIMER OF WARRANTIES, EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES, AND LIMITATION OF LIABILITY AND REMEDIES SHALL APPLY TO SUCH SUPPLEMENTAL COMPONENTS. RENVIO and its affiliates reserve the right to discontinue Internet-based services provided to you or made available to you through the use of the Software.

9.             UPGRADES. To use Software identified as an upgrade, you must first be licensed for the software identified by RENVIO as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software.

10.          DEMO OR EVALUATION SOFTWARE. Software identified as “Demo”, “Demo Edition”, “Demonstration”, “Demonstration Edition”, “Test”, “Test Edition”, “Evaluation” or “Evaluation Edition” may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.

11.        RESEARCH SOFTWARE. To use Software identified as “Research Edition” or “Research,” you must be a “Qualified Research User.” For qualification-related questions, please contact the RENVIO (www.gorenvio.com). If the Software is identified as “Research Edition” or “Research,” the following additional limitations apply:

·                     This “Research Edition” or “Research” version of the Software is only eligible for upgrade if a “Research Edition” or “Research” Upgrade for the corresponding software product is made generally available. If the Software is labeled as an upgrade, you must be properly licensed to use software identified by RENVIO as being eligible for the upgrade in order to use the Software (“Eligible Software”). Software labeled as an upgrade replaces and/or supplements (and may disable, if upgrading a RENVIO product) the Eligible Software which came with this EULA. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used only as part of that single product package and may not be separated for use on more than one computer.

12.        EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. You acknowledge and agree that the Software is subject to restrictions and controls imposed by the Export Administration Act of 1979, as amended, and the Export Administration Regulations thereunder (“the Acts”). You agree and certify that neither the Software nor any direct product thereof is being or will be used for any purpose prohibited by the Acts. You further agree and certify that neither the Software nor any direct product thereof will be exported to [i] the following countries which are currently subject to U.S. trade embargoes: Cuba, Iran, Libya, North Korea, Sudan and Syria or [ii] persons or entities on the U.S. “Denied Persons List”, “Specially Designated Nationals List” and “Entities List”.

13.          SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated.

14.          SOFTWARE SUPPORT. Software support or maintenance for the Software may ONLY be provided by RENVIO or its affiliates under separate support or maintenance agreement. Should you have any questions concerning this EULA, or if you desire to contact RENVIO for any other reason, please refer to the contact information provided at RENVIO's web site (www.gorenvio.com).

15.          TERMINATION. Without prejudice to any other rights, RENVIO may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.

16.          LIMITED WARRANTY FOR SOFTWARE. RENVIO warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt (the “Limited Warranty”). If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you in those states/jurisdictions. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety-day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

17.        LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by RENVIO, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet RENVIO’s Limited

Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 19 (“Exclusion of Incidental, Consequential and Certain Other Damages”) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.

YOUR EXCLUSIVE REMEDY. RENVIO’s and its suppliers’ and their respective suppliers’ entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at RENVIO’s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software in accordance with RENVIO’s return policies, or (b) repair or replacement of the Software that does not meet this Limited Warranty and that is returned to RENVIO with the accompanying materials and a copy of your invoice from RENVIO at the address specified by RENVIO. You will receive the remedy elected by RENVIO without charge, except that you are responsible for any expenses specified in RENVIO’s warranty remedy documentation. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and RENVIO will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with RENVIO’s warranty remedy procedures.

18.          DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, RENVIO and its suppliers and their respective suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

19.          EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RENVIO OR ITS SUPPLIERS OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF RENVIO OR ANY SUPPLIER AND THEIR RESPECTIVE SUPPLIERS OR AFFILIATES, AND EVEN IF RENVIO, RENVIO’S AFFILIATES, OR ANY SUPPLIER OR ANY OF THEIR RESPECTIVE SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.          LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF RENVIO, REVNIO’S AFFILIATES, AND ANY OF ITS SUPPLIERS AND THEIR RESPECTIVE SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY RENVIO WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR US$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 16, 17, 18, and 19) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

20.            U.S. GOVERNMENT LICENSE RIGHTS. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995, is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

21.            RESTRICTIONS ON TRANSFER AND ASSIGNMENT. The rights and obligations of end-user under this EULA may not be assigned or delegated (by operation of law or otherwise) by end-user without the prior written consent of RENVIO except for an assignment of this entire EULA to an affiliate of end-user that does not compete with RENVIO and only if such assignment is incident to a transfer of the business that uses the Software, and in all cases, any assignment may be made only upon sixty (60) days prior written notice to RENVIO and shall be effective only upon the execution by the proposed assignee of an assignment agreement acceptable in form and substance to RENVIO, which shall include without limitation the proposed assignee’s assumption of and agreement to be bound by all of the terms and conditions of this EULA. RENVIO's rights and obligations under this EULA may be assigned and/or delegated by RENVIO to any affiliate of RENVIO or incident to the transfer of the business of RENVIO to which this EULA relates. RENVIO may assign its rights to receive fees and other monies hereunder. Subject to the limitations on assignment contained in the foregoing provisions of this Section, this EULA shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

22.            TAXES. All license and other fees payable to RENVIO are exclusive of all sales, use and other taxes and all other governmental charges and assessments. Any tax RENVIO may be required to collect or pay upon the transactions contemplated by this Agreement, other than taxes based on the income of RENVIO and any foreign withholding taxes, shall be paid by end-user or, in lieu thereof, end-user shall provide a tax exemption certificate acceptable to the taxing authorities. On transactions occurring outside the United States, in whole or in part, all required import/export duties, license and other fees shall be payable by end-user in addition to the stated payments to RENVIO. If end-user is required to withhold any foreign withholding taxes from amounts payable to RENVIO, end-user shall advise RENVIO of such requirement at the time of signing this Agreement, shall timely remit such foreign withholding taxes to the appropriate taxing authority, and shall deliver to RENVIO proof of each such remittance (in a form acceptable to the U.S. Internal Revenue Service so that RENVIO can claim applicable U.S. federal tax credits) within sixty (60) days of such remittance.

23.            APPLICABLE LAW. This EULA is governed by the laws of the State of California, USA, excluding the conflict of laws principles thereof. This EULA is deemed entered into at Los Angeles, California, and shall be construed as to its fair meaning and not strictly for or against either party. Headings are included for convenience only, and shall not be considered in interpreting this EULA. This EULA does not limit any rights that RENVIO may have under trade secret, copyright, patent or other laws.

24.            ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) and any RENVIO order agreement signed by you and RENVIO constitute the entire agreement between you and RENVIO relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

25.          DISPUTES. Any claim, controversy, or dispute of whatever nature arising out of or related to this EULA or its formation shall be resolved exclusively by either the United States District Court for the Central District of California. Notwithstanding the foregoing, however, if and only if the amount in controversy, or a lack of diversity, is insufficient to satisfy subject matter jurisdiction in this Federal District Court, all persons and entities in any manner obligated under this Agreement consent to the jurisdiction of the Orange County Superior Court of California, with respect to any and all disputes arising out of or in connection with this Agreement.  All persons and entities in any manner obligated under this Agreement further submit to the personal jurisdiction of the United States District Court for the Central District of California (or the Orange County Superior Court of California, if the United States District Court for the Central District of California lacks subject matter jurisdiction), and waive any argument based upon personal jurisdiction or venue in the event that either party seeks to enforce this Agreement.

26.          PROVISIONAL RELIEF. The parties agree that any breach of this EULA by end-user would result in irreparable harm to RENVIO, the extent of which would be difficult and/or impracticable to assess, and that money damages would not be an adequate remedy for such breach. Accordingly, RENVIO shall be entitled to immediate equitable and other provisional relief, including without limitation specific performance of this EULA and a temporary restraining order and/or preliminary and/or permanent injunction, as a remedy for such breach in addition to all other remedies available to RENVIO at law or in equity and without prejudice to any such other remedies.

27.          DELIVERY. Delivery of the Software and related materials shall be deemed to occur (a) upon installation of the Software on a general purpose computer specified by end-user at a location specified by end-user or (b) if end-user selects RENVIO’s application hosting service, upon installation of the Software on RENVIO’s designated hosting server and entry of end-user’s Approved Site on RENVIO’s records. Alternatively, RENVIO may elect to ship the Software and related materials to end-user and will select the carrier, but shall not thereby assume any liability in connection with shipment, nor shall the carrier be construed to be the agent of RENVIO. In such event, title to and risk of loss of all physical media used for delivery of machine readable items to be delivered hereunder shall pass to end-user at RENVIO's shipping point upon delivery to the carrier. All shipping and handling charges shall be paid by end-user.

28.          ATTORNEYS FEES AND COSTS. If any dispute arises under, in connection with or relating to this EULA or any transaction contemplated thereby, whether to enforce any of the terms or conditions of this EULA or otherwise, the prevailing party in any suit, arbitration or other proceedings shall, as an additional item of damages, recover its reasonable attorneys’ fees and court costs, arbitration costs, arbitrator’s fees, expert witness, consultant and like costs, or costs of such other proceedings as may be fixed by any court, arbitrator or other judicial or quasi-judicial body having jurisdiction thereof, including without limitation any costs incurred in any appeal and in any collection effort, whether or not such litigation or proceedings proceed to a final judgment or award.

29.          WAIVERS. The failure or delay of either party at any time to exercise any right under any provision of this EULA shall not limit or operate as a waiver thereof, nor shall the single or partial exercise thereof preclude or limit any other or further exercise thereof, nor shall the waiver of any breach of any provision be a waiver of any other or further breach of any provision or a waiver of the provision itself or of any other provision of this EULA.