End User License Agreement, e-magine communications, llc.

e-magine communications, llc END USER LICENSE AGREEMENT [e-magine linked eGlossary™] READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE CREATING THE LINKS TO THIS SOFTWARE PRODUCT. LINKING TO THIS SOFTWARE PRODUCT INDICATES YOUR ACCEPTANCE OF THE TERMS AND COINDITIONS CONTEAINED HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS OR CONDITIONS, PROMPTLY REMOVE THE LINK TO THIS SOFTWARE PRODUCT. 1. LICENSE 1.1 As used in this License Agreement, “e-magine” shall mean e-magine communications, llc, a Pennsylvania limited liability company, with its principal office at 105 Wood Crest Place, Venetia, PA 15367. In this Agreement “Licensor” shall mean e-magine and “Licensee” shall mean you. “Software” shall mean the software product hosted on the e-magine website and linked from your website. 1.2 Licensor hereby grants Licensee a nonexclusive license, without the right to grant sublicenses, to use the Software and documentation in the country where acquired, for personal or internal business purposes. Licensee shall not copy or modify the Licensed Product. This license does not entitle Licensee to receive from e-magine or its suppliers any hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Software. 2. RESTRICTIONS Except as otherwise expressly permitted in this Agreement, Licensee may not: (i) modify or create any derivative works of the Software or documentation, including customization, translation or localization; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. 3. TERM / TERMINATION This Agreement is effective until terminated. Licensee may terminate the license granted under this Agreement by removing the link this Software. Licensor may terminate the License granted under this Agreement if Licensee breaches any of the terms and conditions. Upon termination of this License Agreement for any reason, Licensee shall remove the link to the Software. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor’s proprietary rights shall survive termination. 4. PROPRIETARY RIGHTS All rights to and in the Software and the documentation, including, but not limited to, patents, copyrights, trademarks and trade secret rights, belong to Licensor and Licensor holds title to the Software. The License granted hereunder shall automatically terminate if Licensee sells, rents, encumbers or otherwise transfers the Software to any third party. 5. WARRANTY Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements or that the operation of the Software will be uninterrupted or error free. THE LICENSED PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT LIES WITH THE LICENSEE. 6. LIMITATION OF LIABILITY IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, LOSS OF PROFITS, OR LOST SAVINGS, ARISING OUT OF USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES. 7. EXPORT / IMPORT RESTRICTIONS Licensee agrees to comply with all export and import laws and restrictions and regulations of the United States and foreign countries, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary authorizations. Neither the Software nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country subject to U.S. trade sanctions applicable to the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to any named party or individual on the U.S. Department of Treasury, Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and/or the U.S. Department of Commerce, Bureau of Export Administration Denied Persons List or Entity List. By linking to this Software, Licensee agrees to the foregoing, and represents and warrants that it has complied and will in the future comply with these conditions. You agree to indemnify, hold harmless and defend e-magine, its shareholders, directors, officers, employees and agents from and against any losses, costs, damages, liabilities or expenses, including costs and attorney’s fees, asserted by and person, arising out of your violation of this provision of this Agreement. 8. ARBITRATION Licensor and Licensee agree and stipulate that all claims, disputes and other matters in question between Licensor and Licensee arising out of or relating to this Agreement shall be settled by arbitration held in the County of Washington, Commonwealth of Pennsylvania, in accordance with the Rules of, and administered by, the American Arbitration Association, before a single arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. In connection with any claim for preliminary injunctive relief, the parties, to the fullest extent permitted by law, irrevocably and unconditionally consent to the jurisdiction of the state and Federal courts in the Commonwealth of Pennsylvania, waive any objections to the laying of venue of any such suits in any state or Federal court in the Commonwealth of Pennsylvania and consent to service of process in such suits in the manner provided for giving of notices under this Agreement. 9. MISCELLANEOUS 9.1 This Agreement shall be construed under the laws of the Commonwealth of Pennsylvania. 9.2 If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties’ original intent, and the remaining portions remain in full force and effect. 9.3 A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. 9.4 Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee’s assets to another entity. Licensor may freely assign or otherwise transfer this Agreement. 9.5 This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. 9.6 Neither party shall be in default or be liable for any delays, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE LICENSEE AND LICENSOR, AND SUPERCEDES ANY PROPOSAL OR PRIOR ARRANGEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

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