Demoxi Inc. Software License Agreement

IMPORTANT-READ CAREFULLY: BY USING THE SOFTWARE, YOU (ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF AN ENTITY) AS THE "CUSTOMER" AGREE TO ALL THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") WITH DEMOXI INC. ("DEMOXI") REGARDING CUSTOMER'S USE OF THE SOFTWARE. IF CUSTOMER DOES NOT AGREE WITH ALL OF THESE TERMS, CUSTOMER SHALL NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE AND SHALL CLICK ON THE "I DISAGREE" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE AND CUSTOMER WILL NOT BE ABLE TO USE THE SOFTWARE. The
Effective Date of this Agreement is the date that you accept this Agreement by clicking on the "I Agree" button.

1. License

1.1 Grant to Software

"Software" means the Demoxi Software that enables Customer to control Customer's online identity and that populates registration forms with Customer's registration data on Demoxi partner websites and is downloadable at Demoxi.com. Subject to the terms and conditions of this Agreement, Demoxi hereby grants to Customer a non-exclusive, non-transferable license (without the right to sublicense) to use the object code form of the Software solely for personal non commercial use during the term of this Agreement.

1.2 Restrictions

Except as explicitly set forth in this Agreement, Customer shall not, and shall not permit any third party to: (i) permit other persons or entities to use the Software; (ii) reproduce the Software (except for one back-up or archival copy, in which event Customer shall also reproduce the proprietary notices as they appear on the original version); (iii) modify, translate, adapt or create derivative works from the Software; (iv) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or attempt to extract source code from the Software; (v) lend, lease, distribute or otherwise transfer the Software; or (vi) remove or alter any proprietary notices or labels on the Software.
1.3 Customer Acknowledgements

Customer acknowledges and agrees that the Software may include modules that store Customer's registration information on Customer's personal computer in Customer's Firefox or Internet Explorer profile directory and upload such information to the Demoxi partner's website registration form. Customer acknowledges and agrees that Demoxi is not responsible for any Demoxi partner websites, the content available on such websites or for their terms or privacy practices.

2. Acceptance

The Software shall be deemed accepted upon Customer's download of the same.

3. Disclaimer of Warranties

CUSTOMER AGREES THAT DEMOXI PROVIDES THE SOFTWARE ON AN "AS IS" BASIS. NEITHER DEMOXI NOR ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE SOFTWARE, AND/OR ANY SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WEBSITES THAT ARE DEMOXI PARTNER WEBSITES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND DEMOXI ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

4. Ownership

All right, title and interest in and to the Software (including all fixes and updates thereto) shall at all times remain exclusively vested in Demoxi and/or its licensors, including without limitation all copyrights, patents and the right to apply for patents, trade secrets, moral rights and other intellectual and industrial property rights, and Customer hereby assigns to Demoxi any interest it may have in the same. Subject to the licenses granted under this Agreement, Demoxi expressly reserves all right, title and interest in and to all compilations, selections, arrangements, portions, extracts, adaptations, and derivatives of the Software (including all fixes and updates thereto).

5. Consequential Damages/Limitation of Liability

EACH PARTY AGREES THAT IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL OF ANY KIND RELATING TO THIS AGREEMENT, THE SOFTWARE, OR ANY SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST DATA, PROPERTY DAMAGE OR INABILITY TO USE THE SOFTWARE, OR SERVICES, EVEN IF A PARTY OR DEMOXI'S LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL DEMOXI'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00). THE LIMITATIONS OF THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE, PROVIDED HOWEVER THAT THIS PROVISION SHALL NOT APPLY TO ANY INTENTIONAL OR WILLFUL ACT BY A PARTY. CUSTOMER SHALL HAVE THE SOLE RESPONSIBILITY TO BACKUP CUSTOMER'S DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SOFTWARE AND PROTECT SUCH DATA AND EQUIPMENT ADEQUATELY.

6. Term/Termination

This Agreement shall commence on the Effective Date and continue until otherwise terminated pursuant to this Section 6 ("Term/Termination"). Demoxi may terminate this Agreement by providing Customer with written notice thereof (i) upon any material breach of this Agreement or the terms of use for the Demoxi website by Customer and (ii) at any time if Demoxi ceases to provide the Software. Customer may terminate this Agreement by ceasing all use of the Software and destroying all copies of the Software, and certifying such destruction in writing to Demoxi. Promptly upon termination or expiration of this Agreement, Customer will: (i) cease use of the Software; and (ii) destroy all copies of the Software, and certify such destruction in writing to Demoxi. The foregoing requirement applies to all copies in any form, partial or complete, including copies in storage media and regardless if any copy is merged into other materials. Sections 3 ("Disclaimer of Warranties"), 4 ("Ownership"), 5 ("Consequential Damages/Limitation of Liability"), 6 ("Term/Termination"), 7 ("Government Rights"), and 8 ("General") shall survive any termination of this Agreement.

7. Government Rights

Demoxi licenses its Software to users within the United States Government and any contractor thereof only under the terms of Demoxi's standard licensing agreement for commercial end use. Demoxi hereby identifies the Software, and Customer will identify the Software in all proposals and agreements with the United States Government or any contractor thereof, as follows: (a) For acquisition by or on behalf of civilian agencies, as necessary to obtain protection as "commercial computer software" and related documentation in accordance with the terms of the party's standard software license agreement, as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; (b) For acquisition by or on behalf of units of the Department of Defense ("DoD"), as necessary to obtain protection as "commercial computer software" and "commercial computer software documentation" in accordance with the terms of the party's standard software license agreement, as specified in 48 C.F.R. 227.7202.

8. General

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, excluding its conflicts of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The parties irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Washington, USA, and all courts competent to hear appeals therefrom. Each party shall have the right to disclose the relationship between the parties with the prior written consent of the other party, where email shall be deemed an acceptable form of written consent. No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall be deemed as a waiver of any such right, power or remedy. Either party may assign this Agreement to an entity acquiring substantially all of its assets or merging with it, provided that such assignee agrees in writing to assume all obligations under this Agreement and a copy of such writing is provided to the other party hereunder. Except as set forth above, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any party without the express written consent of the other party.

Any attempted assignment in violation of the foregoing shall be void and of no effect. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Customer acknowledges that the Software contain trade secrets, the disclosure of which would cause substantial harm to Demoxi that could not be remedied by the payment of damages alone. Accordingly, Demoxi will be entitled to preliminary and permanent injunctive relief and other equitable relief against Customer for any breach of the terms of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. Licensee shall not export the Software in violation of any export control laws. Any notice, consent or other communication hereunder shall be in writing, and shall be given personally, certified mail or express delivery to Customer, at the address set forth in the registration or download form, and for Demoxi, at the address as set forth on Demoxi's website, or such other address as may be designated by written notice of either party. Notices shall be deemed given when delivered or transmitted, or seven (7) days after deposit in the mail. The parties' relationship shall be solely that of independent contractor and nothing contained in this Agreement shall be construed to make either party an agent, partner, joint venturer or representative of the other for any purpose. This Agreement constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, agreements and all other communications between the parties with respect to the subject matter hereof.