Copyright (c) 2009 Curbly, LLC This software and associated documentation files (the "Software") may not be modified, merged, re-published, distributed, sublicensed, and/or sold without consent of the copyright owner. THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. By purchasing, installing, or otherwise using the enclosed product, you agree to be bound by the terms and conditions of this License Agreement. IMPORTANT - READ CAREFULLY: This license agreement ("LICENSE") is a legal agreement between you (either an individual or a single entity, also referred to as "LICENSEE", "YOU") and Curbly, LLC, ("Curbly"), for the software containing this LICENSE which may also include the software"s source code written in a high-level computer language, associated media, printed materials, and "online" or electronic documentation (collectively referred to as "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. Curbly retains all rights not expressly granted to you in this LICENSE. I. GRANT OF LICENSE Curbly 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. The SOFTWARE is licensed per web application. This means that each web application using or based on the SOFTWARE is counted against the maximum number of web applications supported by the license. A web application can be accessed via multiple domain names and run on multiple servers. All product licenses are perpetual and royalty-free. 1. SINGLE SITE LICENSE You are granted a license to use the SOFTWARE as the basis of one web application. You may not redistribute the SOFTWARE in any form. REDISTRIBUTION RIGHTS You may distribute the SOFTWARE provided that: You reasonably ensure that the SOFTWARE is not distributed in any form that allows it to be reused by any application other than your solution. You need to duly inform your customers that they are not allowed to use the SOFTWARE independently from your solution, and that to redistribute the SOFTWARE in any form they must obtain an appropriate license from Curbly. You may not redistribute the SOFTWARE to anyone and via any means other than to your customers as a part of a purchased, integrated solution, that includes functionality above and beyond that provided solely by the SOFTWARE. SOURCE CODE Curbly DOES NOT provide technical support for modified source code. The SOFTWARE"s source code is provided as is. In the event you develop any troubleshooting-related modifications of the SOFTWARE, either independently or jointly with Curbly, such modifications and all rights associated therewith will be the exclusive property of Curbly. You are granted the right to use such modifications as set forth in this agreement. You acknowledge that the SOFTWARE"s source code contains valuable and proprietary trade secrets of Curbly. 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 Curbly information, or approved in writing for release by Curbly without restriction. II. OTHER RIGHTS AND LIMITATIONS At no time may the SOFTWARE be used for development purposes by other individuals 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. You are not allowed to resell, transfer, rent, lease, or sublicense the SOFTWARE and your associated rights. Under no circumstances shall you grant further redistribution rights to the end-users of your solution. You may not use the Curbly product names, logos or trademarks to market YOUR SOFTWARE. You are not allowed to use, copy, modify, or merge copies of the SOFTWARE and any accompanying documents except as permitted in this LICENSE. You agree to indemnify, hold harmless, and defend Curbly 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 Curbly shall deliver to LICENSEE a master copy of the SOFTWARE licensed hereunder in electronic files only. Documentation shall also be provided in electronic format. IV. UPGRADES You are eligible for free minor upgrades (e.g. v.1.5 to v.1.8), patches, and bug-fixes for the SOFTWARE, including source code. SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this LICENSE. You are entitled to receive all version updates for the SOFTWARE period of 1 (one) year. V. TERMINATION This LICENSE shall last as long as you use the SOFTWARE in compliance with this LICENSE. Curbly 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 and any applicable source code. Curbly reserves the right to discontinue at any time any product, shall it be offered individually or as a part of a product SUITE. However, Curbly is obligated to provide the proper level of support for all discontinued products for a period of 1 (one) year after the date of discontinuance. VI. COPYRIGHT All title and copyrights in and to the SOFTWARE, the accompanying printed materials, and any copies of the SOFTWARE, and any trademarks or service marks of Curbly are owned by Curbly. 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. VII. LIMITED WARRANTY Curbly warrants solely that the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days. Curbly 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 Curbly. 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 Curbly's maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if Curbly receives written notice of breach of warranty within thirty days after the warranty period expires. VIII. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Curbly BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, 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, Curbly'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO Curbly FOR THE PRODUCT 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. Curbly IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM Curbly IS FOR TESTING USE ONLY AND Curbly HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF Curbly'S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN. IX. MISCELLANEOUS This License will be governed by the law of the State of Minnesota, U.S.A. If any provision of this LICENSE is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this LICENSE shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. 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 PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, 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 Curbly AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.