UIEVOLUTION, INC. UIEVOLUTION SDK LICENSE AGREEMENT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE ACCOMPANYING SOFTWARE, THE USE OF WHICH IS LICENSED ONLY AS SET FORTH BELOW. IF YOU INSTALL OR USE ANY PART OF THE SOFTWARE, SUCH INSTALLATION OR USE WILL INDICATE THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE, AND PROMPTLY DESTROY THE SOFTWARE OR RETURN IT TO UIEVOLUTION. You have acquired Licensed Software (as defined below) from UIEvolution, Inc. ("UIEvolution"). This License Agreement ("Agreement") is a legal agreement between You (either an individual or a single entity) and UIEvolution. By installing, copying, downloading, accessing, or otherwise using the Licensed Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, UIEvolution is not willing to license the Licensed Software to you. In such event, do not use or install the Licensed Software. If you do not agree to the terms and conditions of this Agreement, promptly destroy or return to UIEvolution the Licensed Software (including all related documentation). The term "Licensed Software" means, collectively: (i) the source and object code form of the UIEvolution software commercially referred to as "UIE Software Development Kit" ("UIEVOLUTION SDK"); (ii) the components of the UIEVOLUTION SDK, and (iii) all writings, in hard copy or electronic form, that may be provided to You by UIEvolution from time to time, pertaining to the UIEVOLUTION SDK and any UIEVOLUTION SDK components. Products with separate end user license agreements that may be provided along with the Licensed Software are licensed to you under the terms of those separate end user license agreements. LICENSE GRANT. The Licensed Software is licensed, not sold, to You. Subject to the terms and conditions of this Agreement, UIEvolution grants you a limited, nonexclusive, non-transferable, non-sublicenseable right and license to install and use the Licensed Software for the sole purposes of internally designing, developing, prototyping, testing and/or evaluating applications, provided that: (1) You are strictly prohibited from using the Licensed Software for deployment in a production environment; (2) You may install the Licensed Software on the hard disk or other permanent storage media of one computer located in the United States, its territories, or any other country to which the Licensed Software is legally exported, and load the Licensed Software from the permanent storage media into the central processing unit memory for purposes of executing the programs; (3) You may not reverse engineer, decompile or disassemble the Licensed Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (4) You may only modify the sample code and are strictly prohibited from modifying the object code; (5) You may not rent, lease, sell, sublicense, grant a security interest in, lend, or otherwise transfer rights in the Licensed Software; (6) You agree to prevent and protect the contents of the Licensed Software from unauthorized use or disclosure, and shall assist UIEvolution in the enforcement of UIEvolution's rights in the event of any unauthorized use or disclosure by any person under your control or service; and (7) You will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or label in the Licensed Software. You may make one copy of the Licensed Software solely as an archival backup copy of the original Licensed Software, provided that you reproduce and include all copyright notices and any other proprietary rights notices appearing in the Licensed Software. You may also make one copy of any documentation accompanying the Licensed Software and print one copy of any on-line documentation or other materials provided to You in electronic form, provided that you reproduce and include all copyright notices and any other proprietary rights notices appearing on such documentation. UIEvolution reserves all rights not expressly granted herein. INTELLECTUAL PROPERTY RIGHTS. The Licensed Software is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. UIEvolution retains all ownership of, and intellectual property rights in (including trade secret and copyright), the Licensed Software, all components thereof, and all copies thereof. TERM AND TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by providing written notice of termination to UIEvolution, at the address set forth below. This Agreement terminates immediately, without notice, if you fail to comply with any term or condition of this Agreement. In the event of termination for any reason, You must (1) destroy, or return to UIEvolution, the Licensed Software, all backup copies, and all documentation and other related materials provided by UIEvolution, and (2) furnish to UIEvolution an affidavit signed by You or another individual in Your organization with signature authority, certifying that, to the best of Your knowledge, such delivery or destruction has been fully effected. NO WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED SOFTWARE IS PROVIDED TO YOU ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OF ANY KIND. UIEVOLUTION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED SOFTWARE OR WARRANTY THAT THE LICENSED SOFTWARE IS FREE OF DEFECTS. OTHER THAN AS STATED HEREIN, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE DEVICE OR THE LICENSED SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON, UIEVOLUTION. Should the Licensed Software prove defective, You and not UIEvolution shall assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. LIMITATION OF LIABILITY. EXCEPT AS PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT OR OTHERWISE, SHALL UIEVOLUTION OR ITS SUPPLIERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, DOCUMENTATION, IMAGES, OR ANY DATA SUPPLIED THEREWITH OR OTHERWISE OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THEY ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL UIEVOLUTION BE LIABLE FOR ANY DAMAGES, EVEN IF UIEVOLUTION IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM UIEVOLUTION'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. GOVERNING LAW, JURISDICTION, ATTORNEYS' FEES AND INJUNCTIVE RELIEF. This Agreement is governed by the laws of the State of Washington, USA, excluding its conflict of law rules. You consent to the exclusive jurisdiction of the state and federal courts of the State of Washington, USA for any claim or action involving this Agreement. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety and does not apply to this Agreement. In the event UIEvolution is required to initiate an action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, UIEvolution will be entitled to recover its costs, including reasonable attorneys' fees. You acknowledge and confirm that any breach of the license granted to You in this Agreement is a breach that may cause irreparable harm to UIEvolution and therefore, any such breach shall entitle UIEvolution to injunctive relief in addition to all other legal remedies. EXPORT RESTRICTIONS. You agree that You will not export or re-export the Licensed Software, any part thereof, or any process or service that is the direct product of the Licensed Software in violation of any applicable laws or regulations of the United States or the country in which you obtained them. U.S. GOVERNMENT RESTRICTED RIGHTS. The Licensed Software is considered to be "commercial computer software" pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Use, duplication or disclosure of the Licensed Software is subject to the restrictions set forth in DFAR Section 227.7202 for military agencies, and FAR Section 12.212 for civilian agencies, and in any successor regulations thereto. NOTICES. All notices and return of the Licensed Software should be delivered to: UIEvolution, Inc., 11245 SE 6th Street, Suite 110, Bellevue, WA 98004, Attn: SDK Comm. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and UIEvolution with respect to the Licensed Software, and supercedes all other agreements or representations, whether written or oral. The terms of this Agreement can only be modified by express written consent of both parties. If any part of this Agreement is held to be void, invalid, unenforceable as written, it will be enforced to the maximum extent allowed by applicable law, and will not affect the enforceability of any other provision herein. THIRD PARTY SOFTWARE LICENSES. The UIEVOLUTION SDK includes the following third party software that is being distributed according to the terms and conditions below and You specifically agrees to these terms and conditions: The Apache Software License, Version 1.1. Copyright (c) 1999 The Apache Software Foundations. All rights reserved. (i) This product includes software developed by the Apache Software Foundation (http://www.apache.org/). (ii) The names "Xalan" and "Apache Software Foundation" must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact apache@apache.org. (iii) Products derived from this software may not be called "Apache", nor may "Apache" appear in their name, without prior written permission of the Apache Software Foundation. (iv) THIS SOFTWARE IS PROVIDED ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE APACHE SOFTWARE FOUNDATION OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UIEVOLUTION SDK License Agreement - - 05/23/2005