END-USER LICENSE AGREEMENT (last updated June 29, 2011) This License agreement ("LICENSE") is a legal agreement between you either an individual or a single entity, also referred to as "LICENSEE", "YOU"), the original purchaser and First Floor Software ("FIRST FLOOR SOFTWARE"). The LICENSE governs the use of the software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes computer software (including online and electronic documentation), any associated media and anything in any form whatsoever intended to be used with the software. By installing, copying, downloading, accessing, or otherwise using the SOFTWARE, you agree to be bound by the terms of this LICENSE. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. FIRST FLOOR SOFTWARE is only willing to grant you this LICENSE if you obtained the SOFTWARE from FIRST FLOOR SOFTWARE or a FIRST FLOOR SOFTWARE authorized reseller. If you obtained the SOFTWARE from any other source you may not install or use the SOFTWARE. Any earlier LICENSE we may have granted to you for the use of earlier versions of the SOFTWARE is replaced by this LICENSE. SOFTWARE PRODUCT LICENSE The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and contains confidential information and trade secrets. FIRST FLOOR SOFTWARE retains all rights not expressly granted to you in this LICENSE. I. GRANT OF LICENSE FIRST FLOOR SOFTWARE hereby grants to you, and you accept, a non-exclusive, non-transferable license to install, copy, use and modify the SOFTWARE only as authorized below. You are granted: (1) an evaluation license pursuant to Section 1 below; and (2) either a Developer License pursuant to Section 2 or a LightSwitch License pursuant to Section 3 or a Site License pursuant to Section 4. Which license applies (i.e., Developer License, LightSwitch License or Site License) is determined at the time of the license purchase. 1. EVALUATION LICENSE You are granted a license for evaluation purposes only. You are authorized to install, copy, and use the SOFTWARE for the sole purpose of testing its functionality. You are not allowed to integrate it in end products or use it for any commercial or productive purpose. 2. DEVELOPER LICENSE The SOFTWARE is licensed per Developer seat. This means that each individual using or otherwise accessing the SOFTWARE for development purposes must obtain the right to do so by purchasing an individual product license. In addition you are entitled to receive a 1 year subscription to receive updates. You may make copies on more than one computer, as long as the use of the SOFTWARE is by the same licensed developer. The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk or other storage device) of that computer for development purposes. If you install the SOFTWARE on a network server for the sole purpose of internal distribution among licensed developers this is not considered "use" of the SOFTWARE, so long as each individual developer has purchased a license. 2-1. Redistribution rights: You may distribute the SOFTWARE (or, where applicable, the run-time portion of the SOFTWARE) provided that: You distribute the SOFTWARE, in object code form only, as part of solutions for internal company use, hosted applications, commercial solutions deployed at end-users' sites or shrink-wrapped software ("PACKAGED PRODUCTS") in which the SOFTWARE is integrated. You ensure that the SOFTWARE is not distributed in any form that allows it to be reused by any application other than your solution. You duly inform your customers that they are not allowed to use the SOFTWARE independently from your solution. For use of the SOFTWARE in design-time (i.e. within a development environment such as Microsoft Visual Studio) your customers need to purchase the appropriate number of Licenses from FIRST FLOOR SOFTWARE. You assume full responsibility for your customer's use of the SOFTWARE and must ensure that FIRST FLOOR SOFTWARE has no obligation to such customer or liability for such customer's use of the SOFTWARE. All product licenses granted by you to your end user customers in accordance with the terms of this agreement are perpetual and royalty-free. 2-2. Subscription: You are entitled to receive all version updates for the SOFTWARE for a period of 1 (one) year. 2-3. Support: As part of your Developer License you are entitled to FIRST FLOOR SOFTWARE's Support by Email for a period of 1 (one) year. 3. LIGHTSWITCH LICENSE You are granted a developer license as defined above for Microsoft Visual Studio LightSwitch applications only. 3-1. Limitations: The SOFTWARE may not be used for application types other than applications built with Microsoft Visual Studio LightSwitch. 4. SITE LICENSE You are granted an unrestricted number of developer licenses as defined above for developers at a single physical address. In addition you are entitled to receive a Source Code license as described below. 4-1. Source Code As part of the SITE LICENSE you are granted the right to view and modify the source code of the SOFTWARE only as authorized below: The SOFTWARE's source code is for the sole purposes of education and troubleshooting related to the use and integration of the SOFTWARE. The SOFTWARE's source code cannot be used as a basis of development of derivative works or other software products. Under no circumstances may any portion of the SOFTWARE's source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party. FIRST FLOOR SOFTWARE DOES NOT provide technical support for modified source code. The SOFTWARE's source code is provided "AS IS". Refunds are not available for licenses that include source code. In the event you develop any troubleshooting-related modifications of the SOFTWARE, either independently or jointly with FIRST FLOOR SOFTWARE, you hereby grant to FIRST FLOOR SOFTWARE a worldwide, irrevocable, perpetual, fully paid-up, unlimited license under any and all intellectual property rights you have in such modifications, to use, disclose, modify, reproduce, license, sublicense, distribute, commercialize and to otherwise freely exploit such modifications, directly or indirectly, without restriction of any kind. You acknowledge that the SOFTWARE's source code contains valuable and proprietary trade secrets of FIRST FLOOR SOFTWARE. All individuals employed by or belonging to your entity agree to expend every effort to insure its confidentiality. You agree to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed source code as if it was your use. These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on FIRST FLOOR SOFTWARE information, or approved in writing for release by FIRST FLOOR SOFTWARE without restriction. II. LICENSE LIMITATIONS At no time may the SOFTWARE be used for development purposes by individuals other than the licensed developer(s). The SOFTWARE may not be distributed for use with solutions or PACKAGED PRODUCTS other than those developed by you. The SOFTWARE may not be distributed as part of products that have the same or substantially the same primary functionality as the SOFTWARE. You are not allowed to resell, transfer, rent, lease, or sublicense the SOFTWARE and your associated rights, other than to sublicense to end users the nonsublicensable, nontransferable right to use the SOFTWARE in object code form as part of your solution. Under no circumstances shall you grant further redistribution rights to the end-users of your solution. You may not use the FIRST FLOOR SOFTWARE product names, logos or trademarks to market your software. You are not allowed to reverse engineer or to disassemble, decompile or "unlock", decode or otherwise reverse translate or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the SOFTWARE provided in object code form only, subject to applicable law to the contrary. You are not allowed to use, copy, modify, or merge copies of the SOFTWARE or any accompanying documents except as permitted in this LICENSE. As a condition to the exercise or your redistribution rights, you agree to indemnify, hold harmless, and defend FIRST FLOOR SOFTWARE and its resellers from and against any and all claims or lawsuits including attorney's fees that arise or result from the use or distribution of your software. III. DELIVERY FIRST FLOOR SOFTWARE shall deliver to LICENSEE a master copy of the SOFTWARE licensed hereunder in electronic format only. Documentation shall also be provided in electronic format. IV. UPDATES If you have purchased a "DEVELOPER LICENSE", a "LIGHTSWITCH LICENSE" or a "SITE LICENSE" you are entitled to receive all service packs and major version updates for the SOFTWARE for a period of 1 (one) year. FIRST FLOOR SOFTWARE is not required under this LICENSE to provide any updates, or upgrades to the SOFTWARE. V. TERMINATION This LICENSE shall last as long as you use the SOFTWARE in compliance with this LICENSE. FIRST FLOOR SOFTWARE may terminate this LICENSE if you fail to comply with any of the terms and conditions herein. In such event you agree to remove and destroy all copies of the SOFTWARE. FIRST FLOOR SOFTWARE reserves the right to discontinue at any time any product, whether it is offered individually or as a part of a product suite. However, FIRST FLOOR SOFTWARE will fulfill any contractual obligations to provide support for discontinued products that exist as of the date of discontinuation. VI. COPYRIGHT All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, and any trademarks or service marks of FIRST FLOOR SOFTWARE are owned by FIRST FLOOR SOFTWARE or its licensors unless explicitly stated otherwise. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This LICENSE grants you no rights to use such content. This product may incorporate intellectual property owned by Microsoft Corporation. The terms and conditions upon which Microsoft is licensing such intellectual property can be found at http://www.microsoft.com/whdc/XPS/XpsLicense.mspx. VII. LIMITED WARRANTY FIRST FLOOR SOFTWARE warrants solely that the SOFTWARE will perform substantially in accordance with the accompanying user documentation a period of ninety (90) days. FIRST FLOOR SOFTWARE does not warrant the use of the SOFTWARE will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) LICENSEE's failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the SOFTWARE by any person or entity other than FIRST FLOOR SOFTWARE. In the event of a breach of warranty, LICENSEE's sole and exclusive remedy, is repair of all or any portion of the SOFTWARE. If such remedy fails of its essential purpose, LICENSEE's sole remedy and FIRST FLOOR SOFTWARE's maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if FIRST FLOOR SOFTWARE receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS LICENSE, FIRST FLOOR SOFTWARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VIII. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIRST FLOOR SOFTWARE BE LIABLE 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 GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, FIRST FLOOR SOFTWARE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO FIRST FLOOR SOFTWARE FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. FIRST FLOOR SOFTWARE IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM FIRST FLOOR SOFTWARE IS FOR TESTING USE ONLY AND FIRST FLOOR SOFTWARE HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF FIRST FLOOR SOFTWARE'S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN. IX. MISCELLANEOUS This LICENSE will be governed by and construed in accordance with the laws of the Netherlands, as applied to agreements entered into and to be performed entirely within the Netherlands between Dutch residents. This LICENSE shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This LICENSE represents the entire understanding between the parties with respect to its subject matter. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN FIRST FLOOR SOFTWARE AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.