License Agreement

End User License Agreement
Strategic Net Applications, Inc.
For SnappShot™ Software
EVALUATION VERSION

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY CLICKING ACCEPTANCE, DOWNLOADING, INSTALLING AND/OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 5; AND LIABILITY IN SECTION 6. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.

1. Definitions. "Software" means (a) all of the contents of the files with which this Agreement is provided, including but not limited to SNAPPS or third party computer information or software and related explanatory written materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by SNAPPS (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. “Permitted Number” means one (1) unless otherwise indicated under a valid (e.g. volume license) granted by SNAPPS. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "SNAPPS" means Strategic Net Applications Inc., a Kansas corporation, 9550 Metcalf, Overland Park, Kansas 66212.

2. Software License. As long as you comply with the terms of this End User License Agreement (this "Agreement"), SNAPPS grants to you a non-exclusive, non-transferable limited license to Use the Software during the twenty-one (21) day period following your first Use of the Software for the purposes of internal evaluation and testing for suitability for commercial licensing of the Software from SNAPPS only and for the purposes described in the Documentation. Some third party materials included in the Software may be subject to other terms and conditions, which are typically found in a "Read Me" file located near such materials.

2.1. General Use. Subject to the terms of this Agreement, you may Use a copy of the Software on a compatible computer on your internal network.

2.2. Server Use. Subject to the terms of this Agreement, you may install one copy of such Software on the Permitted Number of computer file server(s) within your internal network for the sole and exclusive purpose of using such Software (from an unlimited number of client computers on your internal network). Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including but not limited to using the Software (i) either directly or through commands, data or instructions from or to another computer or (ii) for internet or web hosting services.

2.3. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any computer, for the term of this Agreement. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.

2.4 No Modification. You may not customize or extend the functionality of, or allow any third party to customize or extend the functionality of, the Software except through a written agreement with SNAPPS. You may not otherwise alter or modify the Software. The Software is licensed and distributed by SNAPPS. Except for use with Lotus Sametime^TM, you are not authorized to integrate or use the Software with any other software, plug-in or enhancement which uses or relies upon the Software. You are not authorized to integrate or use the SNAPPS Software with any other program without SNAPPS advance consent.

3. Intellectual Property Rights. The Software and any copies that you are authorized by SNAPPS to make are the intellectual property of and are owned by Strategic Net Applications, Inc. The structure, organization and code of the Software are the valuable trade secrets and confidential information of SNAPPS. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software License"). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. Unless specifically and expressly permitted by SNAPPS, you agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Any information supplied by SNAPPS or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be sent by email to SNAPPS Customer Support Department at downloadsupport@snapps.com. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted herein are reserved by SNAPPS.

4. No Transfer. You may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another user's computer or server except as may be expressly permitted in writing by SNAPPS. You may not rent, lease, sublicense, lend or transfer any version or copies of such Software you do not Use. You may not transfer all your rights to Use the Software to another person or legal entity without SNAPPS advance written consent, which may be withheld for any or no reason. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use the Update. You may continue to Use the previous version of the Software on your computer after you receive the Update to assist you in the transition to the Update, provided that: the Update and the previous version are installed on the same computer; the previous version or copies thereof are not transferred to another party or computer; and you acknowledge that any obligation SNAPPS may have to support the previous version of the Software may be ended upon availability of the Update.

5. NO WARRANTY. The Software is being delivered to you "AS IS" and SNAPPS makes no warranty as to its use or performance. SNAPPS DOES NOT AND CANNOT WARRANT THE PERFORMANCE, RESULTS OR OUTPUT YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SNAPPS MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, CAPABILITY, OPERATION, PERFORMANCE, SUITABILITY, COMPLIANCE WITH ANY PRIVACY OR WIRETAPPING LAWS OR FITNESS FOR ANY PARTICULAR PURPOSE.

USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT SNAPPS HAS NO KNOWLEDGE OF, OR CONTROL OVER, THE USE OF THE SOFTWARE BY YOU. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD SNAPPS HARMLESS WITH RESPECT TO ANY SUIT, CLAIM OR PROCEEDING BROUGHT AGAINST SNAPPS ALLEGING THAT USE BY, OR UNDER THE AUTHORITY OF, YOU CAUSED PERSONAL INJURY, PROPERTY DAMAGE OR ECONOMIC LOSS.

6. LIMITATION OF LIABILITY. IN NO EVENT WILL SNAPPS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A SNAPPS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SNAPPS'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE.

7. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

8. Governing Law. This Agreement will be construed, interpreted and governed by the laws of the State of Kansas, USA, without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate court sitting in Johnson or Wyandotte County, Kansas, USA. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

9. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of SNAPPS. Updates may be licensed to you by SNAPPS with additional or different terms. This is the entire agreement between SNAPPS and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

10. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. з2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. з12.212 or 48 C.F.R. з227.7202, as applicable. Consistent with 48 C.F.R. з12.212 or 48 C.F.R. зз227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. For U.S. Government End Users, SNAPPS agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 U.S.C. 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 C.F.R. Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

11. Compliance with Licenses. If you are a business or organization, you agree that upon request from SNAPPS or SNAPPS's authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from SNAPPS.

If you have any questions regarding this Agreement or if you wish to request any information from SNAPPS, please use the address and contact information set forth on the contact page at http://www.snapps.com.

SnappShot™ is a trademark of Strategic Net Applications, Inc. and Looseleaf Software, Inc. All rights are reserved.

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