IMPORTANT! AS DESCRIBED BELOW, THIS AGREEMENT DOES NOT GRANT YOU THE RIGHT TO USE THE SOFTWARE FOR ANY COMMERCIAL PURPOSE, EXCEPT THAT YOU ARE PERMITTED TO DEVELOP APPLICATIONS THAT YOU INTEND TO USE FOR COMMERCIAL PURPOSES ONCE YOU OBTAIN A SEPARATE COMMERCIAL LICENSE FROM UIEVOLUTION.

1. Introduction and Acceptance. This Software License Agreement is a legal agreement between you (either an individual or an entity) and UIEvolution, Inc. regarding the use of the UIEvolution software that accompanies this Agreement (“Software”). BEFORE YOU CHECK THE BOX MARKED “I ACCEPT THE TERMS OF THE LICENSE AGREEMENT” BELOW, CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY CHECKING THE BOX MARKED “I ACCEPT THE TERMS OF THE LICENSE AGREEMENT,” YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CHECK THE BOX MARKED “I DO NOT ACCEPT THE TERMS OF THE LICENSE AGREEMENT” BELOW, AND THE SOFTWARE WILL NOT BE INSTALLED ON YOUR COMPUTER. IF YOU DO NOT INSTALL THIS SOFTWARE, PLEASE DESTROY OR DELETE ALL COPIES IN YOUR POSSESSION.

2. Grant of License. Your rights to use the Software will depend on the type of Software that accompanies this Agreement (UIE SDK, UIE Player (for various platforms), or UIE Server), which you can determine by reviewing the documentation provided with the Software or the Help menu in the Software.

(a) UIE SDK. Subject to the restrictions set forth in this Agreement, UIEvolution hereby grants to you a non-exclusive, royalty‑free copyright license to install and use the UIE SDK Software (in object code format and without modification) solely to design, develop, test, and publish software applications that utilize a UIE Player (“Applications”), which Applications can only be distributed or used for non-commercial purposes unless UIEvolution has granted you a separate license for commercial purposes.

(b) UIE Player. Subject to the restrictions set forth in this Agreement, UIEvolution hereby grants to you a non-exclusive, royalty‑free copyright license to (i) use, solely for non-commercial purposes, a UIE Player together with an Application developed by you; (ii) reproduce and distribute, solely for non-commercial purposes, a UIE Player (in object code format and without modification) together with an Application developed by you; and (iii) to sublicense end users of your Application to use, solely for non-commercial purposes, the UIE Player together with your Application. You agree that, in connection with your distribution and sublicensing of the UIE Player to end users of your Applications, you will notify such end users that their use of the UIE Player together with your Applications is subject to the relevant restrictions and limitations set forth in this Agreement (by, for example, including in a notice to such end users or in the “terms of use” set forth on your Web site a statement to the following effect: “Your use of the UIE Player software is subject to the relevant restrictions and limitations set forth in the Software License Agreement for Non‑Commercial Use of UIEvolution Platform Software, a copy of which can be viewed at http://developer.uievolution.com/licensing.html or http://developer.uievolution.com/licensing.wml”).

(c) UIE Server. Subject to the restrictions set forth in this Agreement, UIEvolution hereby grants to you a non-exclusive, royalty‑free copyright license to install and use the UIE Server Software (in object code format and without modification) solely to design, develop, test, and publish Applications developed by you for non-commercial purposes. This does not include the right to use the UIE Server to operate Applications for commercial purposes or to distribute the UIE Server.

(d) Documentation. Subject to the restrictions set forth in this Agreement, UIEvolution hereby grants to you a non-exclusive, royalty‑free copyright license to reproduce and use any printed, electronic, or other documentation provided with the Software (“Documentation”) solely to support your authorized design, development, testing, and publication of Applications for non-commercial purposes.

(e) Sample Code. Subject to the restrictions set forth in this Agreement, UIEvolution hereby grants to you a non‑exclusive, royalty‑free copyright license to use, reproduce, and modify any software code identified in the header file as sample code and provided by UIEvolution (“Sample Code”) and to incorporate the Sample Code (and your modifications to the Sample Code) into your Applications. Sample Code will be identified by a statement in the header file to the following effect: “Provided under the Software License Agreement for Non-commercial Use of UIEvolution Platform Software – modification and incorporation into applications allowed, subject to the terms thereof.”

The Software is “in use” on a computer or other device when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer.

3. No Commercial Use. This Agreement does not grant you or the end users of Applications developed by you the right to use the Software for any commercial purpose, except that you are permitted to develop Applications that you intend to use for commercial purposes once you obtain the necessary license from UIEvolution. Commercial purpose includes, but is not limited to, any purpose from which you, an end user of an Application developed by you, or another person obtains financial or other consideration (including consideration for distributing an Application or UIE Player, operating the UIE Server Software, and distributing content via or placing advertisements in an Application) and any purpose associated with the operation of a commercial enterprise, even if you do not receive any consideration for that use. To obtain a license to use the Software or an Application that you have developed for commercial purposes, please contact UIEvolution (see Section 20 for contact information).

4. No Transfer, Modification, or Reproduction. You may not rent, lease, sell, assign, loan, or otherwise transfer the Software. You may not transfer or assign the rights and obligations set forth in this Agreement without UIEvolution’s written consent. You may not remove or destroy any copyright notices or other proprietary markings. Except as expressly set forth in Section 2(e) with respect to the Sample Code, you may not modify or adapt the Software, merge the Software into another program, or create derivative works based on the Software. Except as expressly permitted in Section 2(b) with respect to the UIE Player, you may not reproduce or distribute the Software without UIEvolution’s authorization.

5. Special Provisions Regarding Third Party Software. The Software may contain or be distributed with third party software that is covered by a different license terms (“Third Party Software”). Information concerning the inclusion of Third Party Software, if any, and the notices, license terms, and disclaimers applicable to that Third Party Software is contained in a Readme.txt file provided with the Software. This Agreement does not apply to any Third Party Software identified in a Readme.txt file provided with the Software.

6. Ownership. The licenses granted to you in Section 2 are not a transfer or sale of UIEvolution’s ownership rights in or to the Software. Except for the licenses granted in Section 2, UIEvolution retains all right, title and interest (including all intellectual property rights) in and to the Software. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties.

7. Risks Associated with Beta Software; No Technical Support. If you are using a Beta version of the Software (as identified in the Documentation or the Help menu in the Software), UIEvolution has not commercially released the Software, and the Software has not yet been tested like other commercially released software that you may use. Therefore, it is likely that the Software will contain errors, including errors that may cause the Software or your computer to malfunction or cause a loss of data. If you do not wish to accept the risk of errors in the Software, please do not install or use Beta versions of the Software. UIEvolution is not obligated to correct errors, correct the effects of errors (e.g., fix your computer or recover lost data), or provide any technical support related to use of the Software. Your license to use a Beta version of the Software will terminate immediately after a new version (Beta or other type) of the Software is released by UIEvolution.

8. Automatic Features of the Software. The Software may contain a feature that is used to automatically disable the Software to ensure that you do not use the Software longer than the term of, or beyond the scope of, your license to use the Software. You acknowledge that upon the expiration of your license to use the Software, and if UIEvolution has not granted you an extension, the Software may cease to function in some or all respects, and you may lose access to data made with or stored using the Software. You acknowledge that the disabling of the Software is a key feature of the license rights and responsibilities conveyed under this Agreement.

9. Feedback. If you provide any feedback to UIEvolution concerning the functionality and performance of the Software (including identifying potential errors and improvements) (“Feedback”), you hereby assign to UIEvolution all right, title, and interest in and to the Feedback, and UIEvolution is free to use the Feedback without any payment or restriction.

10. No Reverse Engineering. In order to protect the trade secrets and proprietary know-how contained in Software, you will not decompile, disassemble, or reverse engineer the Software except as expressly permitted by applicable law.

11. Termination. This Agreement will be effective upon installation of the Software and will terminate upon the earlier of: (a) your failure to comply with any term of this Agreement; (b) return, destruction, or deletion of all copies of the Software and any Applications that you have developed in your possession; or (c) upon UIEvolution’s notice to you. If you are using a Beta version of the Software, this Agreement will also terminate as set forth in Section 7. UIEvolution’s rights and your obligations will survive the termination of this Agreement. Upon termination of this Agreement, if requested by UIEvolution, you will certify in writing to UIEvolution that all copies of the Software and each Application that you have developed have been destroyed or deleted from any and all computer libraries or storage devices.

12. Limited Warranty. The Software is provided to you for free and, therefore, it is provided “AS IS” and without any warranties. If an “AS IS” warranty is prohibited by law, then UIEvolution warrants only to you (and not to any end user of an Application developed by you) that the electronic copy of the Software that is delivered to you by UIEvolution will be free from material defects for 30 days following delivery. UIEvolution’s entire liability and your exclusive remedy for breach of this warranty will be, at UIEvolution’s option, either repair or replacement of electronic copy of the Software that does not meet this warranty. This limited warranty will be void if failure of the Software has resulted from any accident, abuse, misuse, or misapplication by you. Replacement Software will be warranted for the remainder of the original warranty period or 10 days, whichever is longer.

13. NO OTHER WARRANTIES. EXCEPT AS SET FORTH IN SECTION 12, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UIEVOLUTION DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT. THERE IS NO WARRANTY THAT THE SOFTWARE OR UIEVOLUTION’ EFFORTS WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, INCLUDING THOSE OF ANY END USERS OF APPLICATIONS DEVELOPED BY YOU.

14. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL UIEVOLUTION BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF UIEVOLUTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS ARE INDEPENDENT OF THE EXCLUSIVE REMEDY PROVIDED IN SECTION 12 AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF SUCH EXCLUSIVE REMEDY. IN NO EVENT WILL UIEVOLUTION’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES WILL NOT APPLY TO CONSEQUENTIAL DAMAGES FOR PERSONAL INJURY.

15. Liquidated Damages. Both parties agree that it would be difficult to ascertain the exact amount of damages that UIEvolution would suffer if you breach the terms of this Agreement, especially the prohibition on use of the Software and Applications for commercial purposes. Therefore, the parties agree that, if you breach the terms of this Agreement, in addition to any other remedies available to UIEvolution under this Agreement or by law, UIEvolution will be entitled to recover from you, as its liquidated damages, the greater of all consideration that you received from use of the Software and Applications for commercial purposes and $500 per month per copy of each Application that was used for commercial purposes. The parties agree that this amount represents a reasonable estimate of the damage that UIEvolution would suffer.

16. Audit. You must keep current, complete, and accurate records regarding your reproduction, installation, and use of Software and Applications. You will provide such information to UIEvolution, so long as UIEvolution does not make more than two requests during any 12-month period. You will, after reasonable prior notice from UIEvolution, provide UIEvolution with reasonable access to your premises, records, and personnel so that UIEvolution may audit and confirm that you comply with this Agreement. If an audit reveals any reproduction, installation, or use of the Software that is not compliant with this Agreement, you will promptly comply with this Agreement and pay the additional fees (at UIEvolution’ then-current rates) due plus interest at the rate of 1.5% per month or the highest rate allowed by law, whichever is lower. You will also promptly reimburse UIEvolution for its reasonable costs of conducting the audit if the audit reveals any noncompliance.

17. Indemnification. You will indemnify, hold harmless, and defend UIEvolution (including all of its officers, employees, directors, subsidiaries, representatives, affiliates, and agents) and UIEvolution’s suppliers from and against any damages (including attorney’s fees and expenses), claims, and lawsuits that arise or result from your use of the Software or any Applications or your breach of this Agreement (including, but not limited to, your failure to notify the end users of the Applications developed by you of the applicability of the relevant limitations and restrictions set forth in this Agreement to their use the UIE Player software, as required under Section 2(b)).

18. Export Restrictions. You may not export or re-export the Software without (a) the prior written consent of UIEvolution and (b) complying with applicable export control laws and obtaining any necessary permits and licenses.

19. General. This Agreement is governed by the laws of the State of Washington, without reference to its conflict of laws principles. Any dispute between you and UIEvolution regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in King County, Washington in connection with any action arising under this Agreement. This Agreement is the entire agreement between you and UIEvolution and supersedes any other communications with respect to the Software. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.

20. Questions. Should you desire to obtain a commercial use license or have any questions about this Agreement, please contact UIEvolution:

Email: licensing@uievolution.com

Mail: UIEvolution, Inc.

11245 S.E. Sixth Street, Suite 110

Bellevue, Washington 98004

Attn: Licensing