Product License Agreement PIXLOGIC END USER LICENSE AGREEMENT PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE PIXLOGIC SOFTWARE. YOUR RIGHT TO USE THE SOFTWARE IS GOVERNED BY THE TERMS OF THIS AGREEMENT. CLICKING THE "YES" BUTTON AT THE END OF THIS AGREEMENT INDICATES YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS BY CLICKING "YES," YOU WILL NOT BE ABLE TO CONTINUE WITH THE SOFTWARE INSTALLATION PROCESS OR TO USE THE SOFTWARE. INTRODUCTION This is a legal agreement ("Agreement") between you, the end user, and piXlogic, Inc. ("PIXLOGIC"), a California corporation with its principal place of business at 4984 El Camino Real., Suite 102, Los Altos, CA 94022, U.S.A., which covers the piXserve software developed and distributed by PIXLOGIC (the "Software") and its accompanying documentation ("Documentation"). The term "you" in this Agreement refers to the individual or organization that initially purchased the Software, in such quantities and at such prices as identified in your purchase order to PIXLOGIC (the "Schedule") 1. LICENSE. This is a license agreement and NOT an agreement for sale. PIXLOGIC licenses you to use the Software and Documentation only as permitted by this Agreement, and such license is subject to, and conditioned upon, your compliance with the terms of this Agreement. PIXLOGIC retains all rights not expressly granted to you in this Agreement. Subject to the terms of this Agreement, you have a non-exclusive, nontransferable and limited right to install the Software onto the hard drive or other mass storage device of either (a) one (1) computer equipped with not more than two (2) CPUs or (b) one (1) instance of a virtual machine running on one (1) computer with not more than two (2) CPUs, and use the Software and Documentation on that computer or instance of a virtual machine solely for your internal and non-commercial use. You may install, register and use a maximum of one copy of the Software. You may make one (1) archival copy of the Software and Documentation for back-up purposes, provided that such copy contains all of the original copy's proprietary notices and is kept in your possession, but you may not otherwise copy or distribute the Software or Documentation in any form or by any medium. PIXLOGIC reserves the right to audit your deployment and use of the Software for compliance with the terms of this Section 1 at any time during your normal business hours upon reasonable notice. 2. TERM; TERMINATION. This Agreement shall commence when you accept its terms by clicking on the "Yes" button below and shall automatically terminate after thirty (30) days unless you register the Software before the end of such thirty-day period. Once you have registered the Software, the license granted in this Agreement shall continue indefinitely until terminated by you or by PIXLOGIC. You may terminate this Agreement at any time by (a) returning to PIXLOGIC all removable media (i.e. CD, DVD, etc.) containing the Software and Documentation, or any parts thereof, and (b) destroying all other copies of the Software and Documentation, or any parts thereof. This Agreement, and any and all rights provided to you in connection with the Software, shall automatically terminate if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, you shall cease using the Software and Documentation, and shall (x) return to PIXLOGIC all removable media containing the Software and Documentation, or any parts thereof and (y) destroy all other copies of the Software and Documentation, or any parts thereof. All sections of this Agreement, other than Section 1 ("License"), shall survive termination of this Agreement. 3. OWNERSHIP; INTELLECTUAL PROPERTY. All right, title, and interest in the Software and Documentation, and all patents, trademarks, copyrights and all other intellectual property and other proprietary rights applicable thereto, shall at all times remain solely and exclusively with PIXLOGIC. You shall not (nor shall you permit any third party to) take any action inconsistent with such right, title, and interest. Unauthorized reproduction of the Software or Documentation is strictly prohibited by United States copyright and other laws and by international treaties, and may subject you to civil and/or criminal penalties. You acknowledge that any breach of your obligations with respect to the proprietary rights of PIXLOGIC or its licensors or third party suppliers may cause PIXLOGIC irreparable injury for which there may be inadequate remedies at law and that PIXLOGIC and its licensors and third party suppliers will be entitled to equitable relief, in addition to all other remedies available to it. 4. LIMITATION ON USE. You represent and warrant to PIXLOGIC that you shall not (and shall not permit any third party to): (a) sell, rent, lease, sublicense, grant a security interest in, or otherwise transfer or distribute any copies of the Software or Documentation to others; (b) offer the benefits or services of the Software to any third party, whether such arrangement is in the nature of a service bureau, an outsourcing service, an application service provider or any other similar service or business; (c) modify, translate, reverse engineer, decompile, or disassemble the Software; (d) modify, customize, or create derivative works based on the Software or the Documentation (i.e. create a new program that incorporates all or part of the Software or Documentation); (e) alter, destroy or otherwise remove any proprietary notices or labels on the Software or Documentation; (f) avoid, circumvent or disable any security mechanism, procedure or protocol, or any copyright protection, provided or included in connection with the Software; (g) disclose the results of Software performance benchmarks to any third party without PIXLOGIC's prior written consent; (h) use the Software other than for its intended purpose; (i) permit or provide access to or use of the Software by any third party as a service or otherwise except for access to or use of the Software by your employees or independent contractors for internal and non-commercial use only; (j) use the Software in a manner that violates any applicable law, including without limitation laws prohibiting the unauthorized copying of copyrighted materials; or (k) export of the Software in violation of U.S. laws and regulations, including the Export Administration Act of 1979, as amended, and successor legislation, and the Export Administration Regulations issued by the Department of Commerce. You agree to indemnify PIXLOGIC and its affiliates, officers, directors, employees and agents for any third-party claims relating to your breach of any of the above representations and warranties. 5. DISCLAIMER OF WARRANTY. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS." PIXLOGIC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. PIXLOGIC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE OR THE DOCUMENTATION, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THESE DISCLAIMERS OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. 6. LIMITATION OF LIABILITY. IN NO EVENT WILL PIXLOGIC OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, DISTRIBUTORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (SUCH AS DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY), OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF PIXLOGIC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, LOSSES OR CLAIMS. IN NO EVENT WILL PIXLOGIC BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT YOU ORIGINALLY PAID PIXLOGIC FOR THIS LICENSE OF THE SOFTWARE. 7. LAWFUL USE OF SOFTWARE ONLY. You agree that you shall not use the Software or Documentation for any unlawful purpose. 8. FEES AND PAYMENT TERMS. You agree to pay (or cause a mutually agreed upon third party to pay) PIXLOGIC the fees specified in each applicable Schedule and all associated shipping costs. All fees are due and payable within thirty (30) days of the date of invoice, unless otherwise identified in writing in the applicable Schedule approved by PIXLOGIC. Overdue payments shall bear interest at the lesser of eighteen percent (18%) per annum or the maximum rate allowed under applicable law. 9. TAX. You shall be responsible for and shall pay, and shall reimburse PIXLOGIC on request if PIXLOGIC is required to pay, any sales, use, valued added (VAT), consumption or other tax (excluding any tax that is based on PIXLOGIC's net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Software. 10. CONFIDENTIALITY. You acknowledge and agree that the Software and Documentation may contain confidential information and/or trade secrets of PIXLOGIC and/or it suppliers. You agree to maintain and protect such confidential information and trade secrets in strictest confidence for the benefit of PIXLOGIC and/or its suppliers, and not to disclose them without express authorization of PIXLOGIC. 11. SUPPORT SERVICES. Provided you have paid the applicable support and maintenance fees, PIXLOGIC will provide the following support services: (a) Telephone support to one employee designated by you, who is knowledgeable in the use of the Software and your operating environment, for the installation and use of the then-current release of the Software (provided that a prior release of the Software shall be supported for up to twelve (12) months after release of the subsequent release). (b) Error correction of the then-current release of the Software. PIXLOGIC shall exercise commercially reasonable efforts to correct any reproducible error reported by you in the current unmodified release of the Software in accordance with the priority level reasonably assigned to such error by piXlogic. (c) One (1) set of Documentation and one (1) machine executable copy of the Software for new releases, updates and enhancements of the Software that are not designated by PIXLOGIC as new products for which it charges a separate fee. For backup purposes, you may make one (1) copy of the Documentation and the Software provided hereunder subject to the terms and conditions of this Agreement. (d) Support services shall be provided for one (1) year from the effective date of the applicable Schedule and shall be extended each year for an additional one (1) year term unless terminated by either party at the end of the original term or at the end of any renewal term by giving the other party written notice at least ninety (90) days prior to the end of any such term. Support commences on the date the Software is shipped to you. (e) In the event you fail to make any required support services payment or otherwise elect to discontinue support services, PIXLOGIC shall have no obligation to provide the support services described in this Section 11. In order to reinstate or renew support services, you must first pay PIXLOGIC the then current annual support services fee and all unpaid past support services fees. In the event you fail to make any required payment or in the event you breach any of your obligations under the support services provisions and such breach has not been cured within thirty (30) days of receipt of notice of breach, PIXLOGIC may suspend or cancel support services. No updates of the Software will be provided to you, and no updates may he copied by you to update any copies of the Software made by you, unless support services have been purchased for such copies. Support services fees will be billed on an annual basis, payable in advance. (f) PIXLOGIC shall have no obligation to support (i) altered, damaged or modified Software, (ii) Software that is not the then-current or previous sequential release, (iii) Software problems caused by your negligence, hardware malfunction, third party software malfunction or conflict, or other causes beyond the control of PIXLOGIC, or (iv) Software installed in an operating environment or in a hardware environment for which the Software has not been licensed. 12. GENERAL. This Agreement constitutes the entire understanding between you and PIXLOGIC with respect to the subject matter hereof. It supersedes all prior or contemporaneous oral or written communications, proposals, or representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter. Any change to this Agreement must be in writing and signed by an authorized representative of PIXLOGIC. Nothing in this Agreement constitutes a waiver of the rights of PIXLOGIC under the U.S. Copyright Act or Federal or State law. This Agreement shall be governed by the law of the State of California, excluding its choice of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. If any provision of this Agreement is determined to be unenforceable or invalid under any applicable law, this Agreement will not be invalid; instead, the unenforceable or invalid provision shall be interpreted so as to best accomplish the objectives of such provision. Any dispute relating to this Agreement or the Software shall be brought only in the federal or state court, as applicable, in Santa Clara County, California, and the parties hereby waive any objection to the jurisdiction of such courts. You may not assign this Agreement (by operation of law or otherwise) or sublicense the Software without the prior written consent of PIXLOGIC, and any prohibited assignment or sublicense shall be null and void. (c)1999-2013 piXlogic Inc,. piXlogic, piXsearch, piXserve, and its logos are registered trademarks of piXlogic Inc. All Rights Reserved.