"RETIREMENTWORKS® FOR YOU" SOFTWARE INTERNET USE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT CONSTITUTES A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("CUSTOMER") AND RETIREMENTWORKS®, INC. CAREFULLY REVIEW THE FOLLOWING PROVISIONS BEFORE USING
RETIREMENTWORKS® FOR YOU (also known as "RW2 for YOU™"). YOUR USE OF RETIREMENTWORKS® FOR YOU
INDICATES YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS HEREOF. SHOULD CUSTOMER NOT WISH TO ACCEPT THE TERMS AND
CONDITIONS OF THIS LICENSE, UPON CUSTOMER'S NOTIFICATION OF SUCH NON-ACCEPTANCE AND RETURN OF ANY MATERIALS FURNISHED
BY RetirementWORKS, Inc. WITHIN THIRTY (30) DAYS, RetirementWORKS, Inc. WILL REFUND THE LICENSE FEE, IF ANY, PAID BY CUSTOMER FOR THE SOFTWARE.
1. Grant of License. RetirementWORKS, Inc. grants Customer the non-exclusive right to use RETIREMENTWORKS FOR YOU software
2. Copy Restrictions; Ownership of Software. RetirementWORKS, Inc. (and/or its suppliers) retains title to the Software
(including copies), regardless of the form of media, and to all copyrights and other rights and interests therein. The
Software and accompanying written materials are protected under copyright, trade secrecy and other applicable laws.
Customer may not copy, reproduce or transmit any part of the program (including, without limitation, electronic
transmission over any network), except that the Software may be made available to clients of Customer for use regarding
said clients' own personal and/or family financial situation. Access to the software may not be granted to any other
party or for any other use.
3. Transfer Restrictions. Customer may not sublicense, assign or transfer the Software except as permitted by
RetirementWORKS, Inc.. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this Software
License Agreement is void.
4. Other Prohibited Acts. Customer may not lease, rent, modify, merge, reverse engineer, decompile or disassemble
the Software or any portions thereof. Nor may Customer remove, obscure or alter any notice of copyright, trademarks or other
proprietary rights in the Software.
5. Privacy. RetirementWORKS, Inc. agrees to protect the confidentiality of all information provided by Customer or
Customer's clients during the use of the Software. RetirementWORKS, Inc. will ensure that its employees and agents who handle
Customer/client information are trained to maintain the confidentiality of private information and comply with this
section. RetirementWORKS, Inc. will not release such information to any third party unless upon prior written approval by Customer
and Customer's affected client(s), or as required by law. The provisions of this paragraph will survive completion of Still
River's work hereunder or the cancellation, expiration or termination of Agreement for any reason whatsoever.
6. Termination. This license is annually renewable, and expires on the anniversary of the original purchase of
the license for the Software. The license will terminate automatically without notice from RetirementWORKS, Inc. if Customer fails to
comply with any provision of this license.
7. DISCLAIMER OF WARRANTY. RetirementWORKS, Inc. does not warrant that the Software is error-free, or that it will operate
without interruption or is compatible with all equipment and software configurations, or that it will otherwise meet your
needs. ACCORDINGLY, THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OTHER THAN THOSE WARRANTIES
WHICH ARE IMPLIED AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION BY APPLICABLE LAW. ANY SUCH IMPLIED WARRANTY WILL
TERMINATE UPON THE EXPIRATION OF 30 DAYS FOLLOWING DELIVERY OF THE SOFTWARE TO CUSTOMER. Some states do not allow either
the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations and
exclusions may not apply to Customer and Customer may have other legal rights that vary from state to state or by
jurisdiction. SHOULD THE SOFTWARE (OR ANY SERVICES OR SUPPLEMENTS PROVIDED IN CONNECTION THEREWITH) PROVE DEFECTIVE OR A
CLAIM BE ASSERTED ON THE GROUND THAT ALL OR ANY PORTION OF THE SOFTWARE (OR ANY SUCH SERVICES OR SUPPLEMENTS), OR ANY USE
THEREOF, CONSTITUTES AN INFRINGEMENT OF ANY THIRD PARTY'S PROPRIETARY RIGHTS, RetirementWORKS, Inc. MAY, BUT SHALL NOT BE REQUIRED TO,
PERFORM ANY NECESSARY SERVICING, REPAIR OR CORRECTION, OR IN THE CASE OF SUCH CLAIMED INFRINGEMENT, TO TERMINATE THIS
8. LIMITATIONS OF LIABILITY. IN NO EVENT WILL RetirementWORKS, Inc. OR ANY OF THEIR SUPPLIERS BE LIABLE FOR ANY DAMAGES
IN EXCESS OF THE SOFTWARE'S ANNUAL LICENSING FEE, OR FOR ANY CLAIM BY ANY OTHER PARTY. In addition, UNDER NO CIRCUMSTANCES
AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL RetirementWORKS, Inc. OR ANY OF THEIR SUPPLIERS BE LIABLE TO CUSTOMER
OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY
TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF INCOME, USE OR INFORMATION. Some states do not allow
the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may
not apply to Customer.
9. Governing Law. This Agreement is governed by the laws (other than the conflict of law rules) of the
Commonwealth of Massachusetts, and each of the parties consents to the exclusive jurisdiction of the courts of the
Commonwealth of Massachusetts and the federal courts located therein for the adjudication of any controversy arising
under this Agreement.
10. U.S. Government Restricted Rights. The Software and accompanying documentation are provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in the appropriate
subparagraphs of the Commercial Computer - Restricted Rights clause at 48 C.F.R. 52.227-19, or in the appropriate
subparagraphs of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, as applicable.
The contractor/manufacturer is RetirementWORKS, Inc., 69 Lancaster County Rd., Harvard, MA 01451.