STUDIOWORKS SOFTWARE END USER LICENSE AGREEMENT

These license terms are an agreement between StudioWorks Software, LLC and you.  Please read them.  They apply to the release software named above, which includes the media on which you received it, if any.  The terms also apply to any StudioWorks Software

·      updates,

·      supplements,

·      Internet-based services, and

·      support services

for this software, unless other terms accompany those items.  If so, those terms apply.

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.  IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.

1. DEFINITIONS.

(a) "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.

(b) "Permitted Number" means one unless otherwise indicated under a valid license (e.g. volume license) granted by StudioWorks.

(c) "StudioWorks" means StudioWorks Software, LLC, a Delaware limited liability company, P.O. Box 361514, Cleveland, OH 44136.

(d) "Software" means all of the contents of the files, disks, CD-ROMs or other media with which this Agreement is provided, including, without limitation, StudioWorks or third party computer information or software and related explanatory written materials or files ("Documentation"); and upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by StudioWorks (collectively, "Updates").

(e) "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

(f) "Permitted Time Period" means one of the following: (1) perpetually if you have purchased, or have otherwise legally obtained a valid Designbox license for each developer working on your application(s), (2) perpetually if you have legally obtained a valid Designbox Gallery license for each developer working on your application(s), (3) 30 days if you are evaluating Designbox.

2. SOFTWARE LICENSE. For the Permitted Time Period and as long as you comply with the terms of this Software License Agreement (this "Agreement"), StudioWorks grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation.

(a) General Use.  You may install and Use a copy of the Software on your compatible computer, up to the Permitted Number of computers.

(b) Backup Copy.  You may make one backup copy of the Software, provided your backup copy is not installed or used on any Computer.

(c) Portable or Home Computer Use.  In addition to the single copy on your primary Computer permitted under subsections (a) and (b) of this Section 2, you may make a second copy of the Software for your exclusive use on either a portable Computer or a Computer located at your home, provided the Software on the portable or home Computer is not used at the same time as the Software on the primary computer.

(d) Redistributable Elements.  The Software contains one redistributable file:  StudioWorks.Designbox.dll (the "Redistributable Element").  You may reproduce and distribute the Redistributable Element, without modification, as part of your application(s), if you comply with each of the following requirements: (1) you have purchased, or have otherwise legally obtained a valid Designbox license for each developer working on your application(s), (2) you do not permit further redistribution by your end users.  If you are unable to meet each of these requirements, you may contact StudioWorks for OEM Licensing Options (www.studioworkssoft.com).

3. SUPPORT SERVICES.  Support services for the Software are available from StudioWorks, a description of which is available online at www.studioworkssoft.com/support.  Your Use of any software, documentation, information, or materials provided to you in conjunction with support services is subject to this Agreement.  StudioWorks may use any software, documentation, information, or materials you provide to StudioWorks in conjunction with improving current support services, developing future support service offerings, or development of new software products.

4. Intellectual Property Ownership, Copyright Protection.  The Software and any authorized copies that you make are the intellectual property of and are owned by StudioWorks.  The structure, organization and code of the Software are the valuable trade secrets and confidential information of StudioWorks.  The Software is protected by law including, without limitation, the copyright laws of the United States and other countries, and by international treaty provisions.  Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and StudioWorks reserves all rights not expressly granted to you.

5. Restrictions.

(a) Notices.  You may not copy the Software except as set forth in Section 2.  Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

(b) No Modifications.  You may not modify, adapt or translate the Software.  You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.

(c) Transfer.  You may not, rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto a third party’s Computer except as may be expressly permitted herein.  You may transfer all of your rights to Use the Software to a third party, if you retain no rights or copies of the Software and the third party accepts the terms and conditions of this Agreement and any other terms and conditions under which you purchased a valid license to the Software.

6. Limited Warranty.

(a) StudioWorks warrants to the individual or entity that first purchases a license for the Software that the Software will perform substantially in accordance with the Documentation for the 90-day period following receipt of the Software when Used on the recommended operating system and hardware configuration.  THIS LIMITED WARRANTY DOES NOT APPLY TO BETA, RELEASE CANDIDATE, OR EVALUATION COPIES OF THE SOFTWARE OR TO SUPPORT SERVICES.  You must make your warranty claim, and provide proof of purchase, within the 90-day warranty period.  If the Software does not perform substantially in accordance with the Documentation, the entire liability of StudioWorks and your exclusive remedy is limited to, at StudioWorks’ option, either the replacement of the Software or the refund of the license fee you paid for the Software.

(b) THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY STUDIOWORKS AND STATES THE SOLE AND EXCLUSIVE REMEDY FOR STUDIOWORKS’ BREACH OF WARRANTY.  BETA, RELEASE CANDIDATE, OR EVALUATION COPIES OF THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED AS IS AND WITH ALL FAULTS.  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, STUDIOWORKS MAKES NO OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.

7. Limitation of Liability.  EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL STUDIOWORKS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A STUDIOWORKS 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.  STUDIOWORKS' AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE.

8. Survival.  The provisions of Sections 4, 5, 6, 7 and 9 survive the termination of this Agreement, but this survival does not imply or create any continued right to Use the Software after termination of this Agreement.

9. Indemnity. You agree to defend and indemnify StudioWorks and its agents, representatives, successors and assigns from and against all claims, liabilities, obligations, judgments, causes of actions, costs and expenses (including reasonable attorneys’ fees) arising out of your Use and distribution of the Software.

10. 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, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software.  The grant of rights to Use the Software are conditioned upon your forfeit of such rights if you fail to comply with the terms of this Agreement.

11. Governing Law.  This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware.  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.

12. General Provisions.  If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms.  This Agreement will not prejudice the statutory rights of any party dealing as a consumer.  A written agreement signed by an authorized officer of StudioWorks is the only way to modify this Agreement.  StudioWorks may license Updates to you with additional or different terms.  This is the entire agreement between StudioWorks and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

13. Notice to U.S. Government End Users.  The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.  Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 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.  Unpublished-rights reserved under the copyright laws of the United States are reserved to StudioWorks.

14. Compliance with License.  If you are a business or organization, you agree that upon request from StudioWorks or StudioWorks' authorized representative, you will within 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 StudioWorks.

Designbox is a trademark of StudioWorks Software, LLC.