FILEMAGE LLC SOFTWARE LICENSE AGREEMENT

This License Agreement (the "Agreement") for the software product entitled "Filemage Gateway" (the "Product"), and any tutorials, technical publications, and materials supplied with the Product (the "Documentation") is made between You, as an individual and any legal entity on whose behalf You are acting ("You" or "Your"), and Filemage LLC ("Filemage"). If You are accepting the Agreement on behalf of a legal entity, then You, as an individual, warrant that You have authority to bind that entity to this Agreement. Please read this agreement carefully. This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By installing or updating the Product, You acknowledge that You have read this product license agreement and agree to be bound by its terms.

  1. License Grant. Subject to the terms and conditions of this Agreement, and payment of the applicable Product fees, Filemage grants You a non-exclusive, non-transferable, and non-assignable license to use the Product for Your own use and business purpose. Filemage retains all property rights in the Product and all copies thereof. All other rights are expressly reserved by Filemage. You may not transfer, distribute, rent, sub-license, or lease the Product or Documentation; or alter, modify, or adapt the Product or Documentation, or any portions thereof. You acknowledge that the Product in source code form remains a confidential trade secret and property of Filemage. You agree not to modify or attempt to reverse engineer, decompile, or disassemble the Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

  2. Reservation of Rights. Filemage reserves all rights not expressly granted in this Agreement. All rights, title and interest and intellectual property rights in and to the Product (including but not limited to any titles, computer code, concepts, screen images, and text incorporated into the Product), the accompanying printed materials, and any copies of the Product, are owned by Filemage. This Agreement grants You no rights to use such content other than as part of the Product. You agree that no title to the intellectual property in the Product is transferred to You. The Product is protected by intellectual property laws of the United States and other countries and by international treaties.

  3. License Restrictions. You acknowledge that the foregoing license extends only to Your use of the features and functionality of the Product as described in the Documentation accompanying the Product obtained by You, and You agree not to reconfigure or modify the Product in order to enable features or functionality different than those described in such Documentation or available in other Filemage products. You may not: (i) provide, make available to, or permit other individuals to use the Product, except under the terms listed above, either in whole or part; (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code based upon the Product; (iii) copy, reproduce, republish, upload, post, or transmit the Product (except for back-up or archival purposes, which will not be used for transfer, distribution, or sale); (iv) license, sell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Product or Documentation; Any such forbidden use shall immediately terminate Your license to the Product.

  4. Export. You agree that the Product 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.

  5. Term and Termination. This Agreement is effective until terminated. Without prejudice to any other rights of Filemage, this Agreement and Your right to use the Product may automatically terminate without notice from Filemage if You fail to comply with any provision of this Agreement or any terms and conditions associated with the Product. In such event, You must destroy or delete all copies of this Product and all of its component parts. The terms of this Agreement that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement, will survive termination or expiration, including all indemnity obligations and procedures.

  6. Indemnification. Filemage will indemnify and hold You harmless from any third party claim brought against You that the Product, as provided by Filemage to You under this Agreement and used within the scope of this Agreement, infringes or misappropriates any U.S. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Product by You is in conformity with the Agreement and Documentation; (ii) the infringement is not caused by modification or alteration of the Product or Documentation; and/or (iii) the infringement was not caused by a combination or use of the Product with products not supplied by Filemage. Filemage’s indemnification obligations are contingent upon You: (i) promptly notifying Filemage in writing of the claim; (ii) granting Filemage sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing Filemage with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states Filemage's entire liability (and shall be Your sole and exclusive remedy) with respect to indemnification to You.

  7. Governing Law: This Agreement will be governed by the laws of the State of California without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

  8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FILEMAGE, ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) (I) FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO FILEMAGE IN THE PRECEDING (12) TWELVE MONTHS FOR THE APPLICABLE SOFTWARE OR (II) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE , ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF FILEMAGE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  9. Limited Warranty. Filemage does not guarantee that use of the Product will meet all of Your requirements or will be uninterrupted or error free. You acknowledge that performance of the Product may be affected by any number of factors, including without limitation, technical failure of the Product, the acts or omissions of third parties and other causes reasonably beyond the control of Filemage. Certain features of the Product may not be forward-compatible with future versions of the Product and use of such features with future versions of the Product may require purchase of the applicable future version of the Product.

  10. Disclaimer. Filemage disclaims any and all other warranties, whether express, implied, or statutory, including, but without limitation, the implied warranties of noninfringement of third party rights, merchantability or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.