End User License for Infocetera Server Software PLEASE READ THIS END USER LICENSE (the "Agreement") BEFORE INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE ON YOUR COMPUTER. INSTALLATION, COPYING, OR USE OF THE SOFTWARE INDICATES THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT IN ITS ENTIRETY AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS INCLUDED AS A FILE (LICENST.TXT) IN THE DOWNLOADABLE FILE CONTAINING THE SOFTWARE. YOU MAY PRINT THIS FILE OUT. CLICK ON I AGREE to indicate your acceptance of all the terms contained in this Agreement, and thus initiate installation. -OR- CLICK ON I DO NOT AGREE to terminate this installation. This Agreement is between you (either an individual or on behalf of an organization) and WTS Systems, LLC ("WTS Systems") for the Software identified in Section 1. You agree to be bound by the following terms and conditions: 1. The Software. The "Software" shall mean the Infocetera server software, and any documentation, fixes, releases, updates, new versions, enhancements, derivations, or additional tools that may be released to you by WTS Systems and/or its suppliers. 2. Shareware Evaluation of the Software. If you have not paid to WTS Systems the applicable license fee (see Section 3) for the Software, you undertake that you are installing the Software to be used solely as an evaluation copy for 30 days or less. As an evaluation copy, you agree to only use the Software to the extent required to ascertain whether the Software is suitable for your applications. You further agree that you will do no productive work with copies of the Software for which the specified license fee has not been paid. At such time as you have concluded your evaluation of the Software or 30 days after installation of the Software (whichever occurs first), you will either pay the applicable license fee for the Software to WTS Systems or delete the Software in its entirety and any copies thereof (including archival or backup copies). 3. Registration and Payment of License Fee. To register the Software, you must pay the applicable license fee and provide certain information on the Registration Statement located on the Infocetera Products and Services web page (url http://www.infocetera.com/about/product.html). WTS shall not disclose to third parties any personal information which you provide on the Registration Statement. The license fee is based on the number of registered users supported by the Software, although there is no limit on the number of client browsers with access to the Software. You undertake that upon payment of the applicable license fee for the Software, you have evaluated the Software and ascertained that it is suitable for your applications. 4. Grant of License. This Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The intellectual property rights in the Software shall at all times remain the exclusive property of WTS Systems and/or its suppliers. This Software is licensed, not sold. At such time as the license fee for the Software has been properly paid and you have agreed to bound by the terms of this Agreement, WTS Systems grants you the following limited license: 4.1 The single, nonexclusive, nontransferable license (the "License") to use one copy of the Software for the sole purposes specified in the Software documentation. You may make one copy of the Software for backup or archival purposes. 4.2 Pursuant to this License, the number of registered users of the Software shall not exceed the number set forth on your Registration Statement. However, an unlimited number of client web browsers may have access to the Software. 5. Term of License. You may terminate the License at any time by deleting the Software in its entirety and any copies thereof (including archival or backup copies). WTS may terminate the License upon your violation of any terms of this Agreement. 6. Reverse Engineering. You agree not to 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. 7. Rental and Distribution. You agree not to rent, lease, or lend registered copies of the Software. You may freely distribute complete and unmodified copies of the shareware distribution archive of the Software, under the conditions that no attempt is made to modify the Software (which includes this Agreement and all proprietary notices) or its distribution archive; that the Software is not distributed in conjunction with another product (commercial or otherwise) even if it is being distributed freely, unless you have obtained prior written and explicit permission from WTS Systems to do so; that no more than the reasonable cost of media and labor be charged for the distribution of the Software as shareware; that the Software be clearly identified as shareware; that no form of registration code or Software to generate same be distributed in conjunction with the Software. 8. Support Services. You agree that WTS Systems does not undertake to support the Software, and the license fee for the Software does not include payment for support of any kind. WTS Systems may at its sole discretion provide you with support services related to the Software. 9. Upgrades. You agree that the license fee for the Software includes payment for upgrades to the core server of the Software if, and when, they become available for a period of one year after the registration of the Software. WTS Systems may, at its discretion, provide additional upgrades at no cost or in compliance with an upgrade fee schedule. Any upgrades or additional tools provided to you are included in the definition of the Software and are bound by the terms of this Agreement, unless they are superseded by a newer license agreement. 10. Copyright. You agree that all title and rights in and to the Software (including, but not limited to, any images, photographs, animations, video, audio, music, and text incorporated into the Software or distributed in conjunction with the Software and the accompanying printed materials), and any copies of the Software shall at all times remain the exclusive property of WTS Systems and/or its suppliers. The Software is protected by copyright laws and international copyright treaty provisions, as well as other intellectual property laws and treaties. 11. Disclaimers, Indemnification, and Limitation of Liability. 11.1 WTS Systems makes no warranty as to the functionality or suitability of the Software. The Software is provided "AS IS." You agree to accept sole and complete responsibility for any loss, damage or expense caused to you or to third parties as a result of your use of the Software, and to indemnify, hold harmless, and defend WTS Systems and its suppliers from and against any claims or lawsuits, including attorney's fees, that arise or result from the use of the Software. 11.2 THE AUTHORS AND SUPPLIERS SPECIFICALLY DISCLAIM ANY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, EFFORT TO ACHIEVE PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT, AND TITLE. YOU AGREE THAT ANY EFFORTS BY WTS SYSTEMS TO MODIFY THE SOFTWARE OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY WTS SYSTEMS WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, AND THE AUTHORS AND SUPPLIERS HAVE NO OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES (except as described in Section 9), ENHANCEMENTS, OR MODIFICATIONS TO THE SOFTWARE. 11.3 IN NO EVENT SHALL THE AUTHORS OR DISTRIBUTORS BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF DATA, USE, PROGRAMS, PROFITS, GOODWILL, OR BUSINESS OPPORTUNITIES) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE (INCLUDING ITS DOCUMENTATION, OR ANY DERIVATIVES THEREOF), WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF THE AUTHORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR WERE GROSSLY NEGLIGENT. NO ACTION REGARDLESS OF FORM, EXCEPT FOR NONPAYMENT OF FEES, MAY BE BROUGHT BY ANY PARTY MORE THAN ONE (1) YEAR AFTER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE OCCURRENCE OF THE EVENT(S) WHICH GAVE RISE TO THE CAUSE OF ACTION. 11.4 SOME JURISDICTIONS MAY NOT RECOGNIZE THE FOREGOING DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND/OR LIMITATION OF REMEDIES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, WTS SYSTEMS' LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOU SHOULD CONSULT THE APPLICABLE LAW IN YOUR JURISDICTION TO DETERMINE IF YOU HAVE DIFFERENT AND/OR ADDITIONAL RIGHTS AND REMEDIES. 12. Export Regulations. The transfer of technology across national boundaries is regulated by the U.S. Government. You agree not to export or re-export the Software without first obtaining any required export license or governmental approval. 13. Miscellaneous. This agreement is governed by the laws of the State of Colorado, USA. Both parties agree that the courts of the State of Colorado, USA shall be the sole sites of venue for actions relating to this Agreement, and hereby consent to jurisdiction therein. If, for any reason, any provision of this Agreement is held invalid or unenforceable, such holding shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law. The obligations set forth in Sections 6, 7, 10, 11, 12, and 13 shall continue in effect beyond the term of this Agreement. In the event of any dispute arising in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses, including reasonable attorneys' fees and witness fees, in addition to any other damages. This Agreement is the entire and exclusive agreement of the parties relating to the subject matter contained herein and supersedes any and all other prior or contemporaneous oral, written, or other representations and agreements. To the extent of any inconsistencies between this Agreement and the documentation, web site, and/or advertising, the terms of this Agreement govern. No amendment, modification, or waiver of any of the terms of this Agreement shall be effective, unless in writing signed by the party to be charged. Suppliers and distributors of the Software have no authority to alter this Agreement. All remedies set forth in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise, and may be enforced concurrently or from time to time. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the respective parties to this Agreement. 14. Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.