1. Service Restrictions - The End User must acknowledge that this is a contract for ECP services accessing the Software ("ECP Services") for the number of Full ECP Seats and Training Seats indicated. Any Software downloaded (e.g., the Moderator and Participant Modules, and as necessary the ICS) will be installed, accessed and maintained only by or for Interwise and no license is granted thereto. End User will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the ECP Services or any Software (except as expressly permitted by applicable law), (b) modify, translate, or create derivative works based on the ECP Services or any Software; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the ECP Services or any Software; (d) use the ECP Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels, (e) authorize End Users to sell, offer to sell or otherwise provide for a fee access to End User events using the Software; (f) disclose the results of any benchmarking of the Software, or use such results for its own competing software development activities, without the prior written consent of Interwise; or (g) attempt to circumvent any user limits or other license, timing or use restrictions that are built into the Software. End User is hereby notified that the Software may contain time-out devices, counter devices, and/or other devices intended to ensure the limits of a particular license will not be exceeded ("Limiting Devices"). If the Software does contain Limiting Devices, Partner shall ensure that End User receives any keys or other materials necessary for an End User to use the Software to the limits of the End User's license.

2. Proprietary Rights Provisions - An acknowledgment that although copyrighted, the Software embodies valuable trade secrets proprietary to Partner and/or Partner's suppliers. An acknowledgement that as between Partner and End User, the Software (and all copies thereof) and the related documentation (and all copies thereof) are the copyrighted, proprietary, and confidential property of Partner or its licensors, and that all right, title and interest in and to the intellectual property rights in and to the Software and any related documentation, including but not limited to all patent rights, copyrights, trademark rights, trade secret rights are owned by, belong to and remain with Partner or its licensors and not End User. All rights to the Software that are not expressly granted to End User in the ECP Services Agreement shall in no event be construed as conferring a license to, or rights in, any Partner and/or Partner's supplier patent rights, copyrights, trademark rights, trade secret rights or other proprietary or intellectual property rights. An obligation that End User shall maintain the Software and related documentation in confidence, consistent with the confidential information terms set forth in the Agreement.

3. Limitation of Liability - A disclaimer of all indirect, consequential and incidental damages including, but not limited to, lost profits, lost or damaged data and the provision of substitute goods, and (ii) a disclaimer of all implied warranties and conditions, including merchantability, noninfringement and fitness for a particular purpose.

4. Additional Restrictions - End User agrees that it will not: (i) remove, alter, cover or obscure any notice or mark that appears on the Software, any copies or media, or (ii) remove, alter, cover or obscure any notice with respect to license restrictions including without limitation information related to the licensing of the Software and the number of Full ECP Seats and Training Seats.

5. Content License - Each ECP Service Agreement shall include a license providing Interwise with all rights necessary to host End User Content on Interwise servers in connection with the provision of the ECP Services. The End User shall be required to indemnify Partner and Partner's suppliers and licensors from any claims resulting from the hosting of the End User content.