IMPORTANT. PLEASE READ THROUGH THE FOLLOWING TERMS AND CONDITIONS OF THE END USER LICENSE AGREEMENT BELOW BEFORE LICENSEE INSTALLS AND/OR USES THE SOFTWARE. BY CLICKING “ACCEPT,” INSTALLING, COPYING, DOWNLOADING, OR IN ANY OTHER WAY USING THE SOFTWARE, LICENSEE ACCEPT THE CONDITIONS BELOW AND THIS AGREEMENT BECOMES A BINDING OBLIGATION ON LICENSEE. LICENSEE HAS AGREED THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL OTHER PROPOSALS AND PRIOR AGREEMENTS, ORAL OR WRITTEN, BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREIN. IF LICENSEE DOES NOT ACCEPT THESE CONDITIONS, RETURN THE PRODUCT TO THE COMPANY LICENSEE PURCHASED IT FROM WITHIN THIRTY (30) DAYS FOR A FULL REFUND OF THE LICENSE FEE.

1. Definitions

 "Agreement'' means this End User License Agreement. "EPiServer" means EPiServer AB. "Licensee" means the customer licensing the Software in accordance with this Agreement. "License type" means the license types provided by EPiServer from time to time. "Products" means the product EPiServer CMS 5 provided by EPiServer as further described in Section 2.1 below. "Software" means (i) all of the contents of the files, CD-ROMs or other media in machine-readable form with which this Agreement is provided, including (a) all software provided by EPiServer (b) Applied software, (c) Third Party software included in Packages of software, (ii) related explanatory written material or files ("Documentation"); but excluding any part of the original source code of the “Implemented Software”, listed in Section 11 below. "Use" means to access, install, download and/or execute the Software in order to utilize the functionality of the Software.

 2. Software License

 For so long as the Licensee complies with the terms of this Agreement, EPiServer grants Licensee a perpetual, non-exclusive, non-transferable limited license to use the Software solely for Licensee’s internal non-commercial purposes. For the avoidance of doubt, Licensee shall not Use the Software under this Agreement for any commercial purpose. If Licensee violates this provision, the license shall immediately terminate.

 2.1 General Use of Products.

The conditions for general Use differ depending on the Product and the terms and conditions for the License type acquired by the Licensee. EPiServer presently offers the following Products: (i) EPiServer CMS 5 Professional The Licensee may install the Software in machine-readable, object code form on one (1) physical computer/server or one (1) virtual server in a virtual operating system environment. The license is valid for one (1) EPiServer application. The application consists of a site or a virtual directory within Internet Information Services ("IIS").

 2.2 General Use of Supplemental products

 EPiServer presently offers the following supplemental products with the following conditions: (i) Packages of software The Licensee may install the Software in machine-readable, object code form on one (1) physical computer/server or one (1) virtual server in a virtual operating system environment. Packages of Software can only be used in combination with a Product on the terms and conditions for the License type acquired. Packages of Software may include Third Party Products (as defined below). (ii) Modules and Connectors The Licensee may install the Software in machine-readable, object code form on one (1) physical computer/server or one (1) virtual server in a virtual operating system environment. The license is valid to be used with one (1) EPiServer application.

 2.3 Backup copy.

 The Licensee may make one (1) backup machine-readable, object code copy for non-productive, archiving purposes.

2.4 Modifications and Indemnification.

Upon prior written notice to EPiServer, Licensee may modify the disclosed parts of the Software solely in connection with Licensee’s internal non-commericial purposes. EPiServer has no liability for any such modifications. EPiServer recommends that Licensee implement such modifications with the assistance of a developer certified by EPiServer. Licensee agrees to indemnify, defend and hold EPiServer harmless (including EPiServer’s officers, directors, agents, representatives and employees) from any claim, liability, loss, expense or demand, including attorney fees and costs, related to such modification or violation of this Agreement.

2.5 Third Party Software.

The Software may be installed together with software provided by a third party ("Third Party Products"). With regards to Third Party Products, the relevant third-party license terms and conditions shall apply. EPiServer makes no warranties regarding Third Party Products and disclaims any and all liability for such products.

3. Restrictions

3.1 Transfer.

Except as expressly authorized in this Agreement, Licensee shall not hire out, lease, lend, assign, sublicense, distribute (electronically or otherwise), resell, sell, create any derivative works of, or otherwise transfer all or any portion of the Software to a third party. Further restrictions are set forth in Section 12.1 below.

3.2 Decompilation.

Except as expressly authorized in this Agreement or to the extent expressly permitted by applicable law, Licensee shall not copy, modify, reverse engineer, decompile, disassemble, translate, make works derivate of the Software or otherwise attempt to discover the source code of the Software. Any violation of this clause shall result in immediate revocation of this license. Licensee may request permission from EPiServer to decompile the Software for purposes of fault analysis, integration planning and other internal non-commercial purposes, such permission to be expressly granted by EPiServer in writing and at its sole discretion.

3.3 Redirect.

The Products shall not be used in solutions that use an internal redirect (automatic server side or client side re-routing of traffic) on the start page.

4. Ownership and Intellectual Property Rights

4.1 EPiServer shall have sole and exclusive ownership of all right, title and interest in and to the Software, the Documentation, all copies and derivative works thereof (regardless of form or media in or on which the original and other copies may exist), including all copyright, trademark, patent, trade secret, know-how and other intellectual property rights pertaining thereto, subject solely to the limited right and license expressly granted to Licensee herein. EPiServer shall retain all rights to its name and trademarks. With regard to Applied Software or Third Party Products included in Packages, all the above mentioned rights shall be owned by the third party from whom EPiServer has acquired the right to use the Applied or Third Party Products, subject solely to the limited right and license expressly granted to Licensee herein. The structure and code of the Software are valuable trade secrets of EPiServer and remain the sole property of EPiServer or, respectively, the third party who owns the Applied Software or Third Party Products.

4.2 The Software owned by EPiServer and is protected by Swedish and international copyright legislations. Unauthorized copying of the Software, including modifying, merging, or including with other software is expressly forbidden. Licensee may be held legally responsible for any copyright infringement that is caused or encouraged by Licensee’s failure to abide by the terms of this Agreement.

4.3 This license is not a sale of the Software or any updates or new releases, or any copy. Except for the limited license granted under this Agreement, the Licensee obtains no other rights in or to the Software. There are no implied licenses under this Agreement and EPiServer reserves any rights not expressly granted to Licensee under this Agreement. This Section 4 shall survive termination of this Agreement.

5. Security

The Licensee shall pay special attention to security aspects related to the Software in connection with the use of the Internet. Gaps in security may exist or be discovered in the Software related to such use. The Licensee shall carefully follow up and monitor developments within the field, in order to ensure security in connection with the use of the Software. Additionally, small errors or mistakes in configuration and/or installation may cause or result in security problems. EPiServer hereby disclaims any and all liability for any security issues related to Licensee’s use of the Software.

6. Limited Warranty, Limitation of Liability and Indemnification

6.1 For a period of thirty (30) days following delivery of the Software, EPiServer warrants that the Software shall perform in accordance with the Documentation supplied by EPiServer with the Software. EPiServer’s sole and exclusive obligation for breach of this limited warranty shall be to repair or replace the Software. If EPiServer cannot repair or replace the Software, this Agreement shall terminate. This limited warranty shall not be valid if the Software was subjected to abuse, misuse, accident, alteration or unauthorized modification or installation. Other than this limited warranty, the Software is provided AS IS.

6.2 EXCEPT AS SET FORTH IN THIS AGREEMENT AND TO THE EXTENT ALLOWED BY LAW, EPISERVER AND ITS RESELLERS MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTERS, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EPISERVER DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EPISERVER, ITS DEALERS, DISTRIBUTORS, RESELLERS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

6.3 UNDER NO CIRCUMSTANCES SHALL EPISERVER, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE OR PRODUCTS, HAVE ANY LIABILITY OF ANY KIND TO LICENSEE, ANY AUTHORIZED USER OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS OR REVENUES), PUNITIVE OR OTHER INDIRECT LOSSES OR DAMAGES (EVEN IF EPISERVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE) RESULTING FROM OR ARISING OUT OF (WHETHER DIRECTLY OR INDIRECTLY) ANY ACT OR OMISSION OF ANY KIND HEREUNDER BY EPISERVER, ANY ACCESS TO OR USE BY LICENSEE OR ANY OTHER PERSON OF THE SOFTWARE, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL EPISERVER'S AGGREGATE LIABILITY TO LICENSEE AND ANY OTHER PERSON FOR LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF OR PURSUANT TO THIS AGREEMENT EXCEED THE AGGREGATE OF ALL FEES PAID BY LICENSEE FOR THE SOFTWARE OR PRODUCT AT ISSUE.

6.4 With respect to faults and errors in any Third Party Products, the relevant third-party terms and conditions shall apply. EPiServer shall not be liable for any faults or errors in any Third Party Products or related to use of the Software in conjunction with any such Third Party Products. The Licensee shall contact the relevant third-party supplier regarding all matters relating to such Third Party Products.

6.5 Except as otherwise set forth in this Agreement and except in the event Licensee is in material breach of this Agreement, EPiServer shall indemnify Licensee for any third party claims based on the Product’s infringement of any U.S. patent.

6.6 Licensee agrees to indemnify, defend and hold Licensor harmless (including Licensor’s officers, director, agents, representatives and employees) from any claim, liability, loss, expense or demand, including legal fees, related to Licensee’s violation of this Agreement.

7. Support

7.1 No support, upgrades or updates are provided under this Agreement. Software updates may be provided by EPiServer by purchase of a Software subscription. Technical support for the Software may be provided by the reseller from which the Licensee purchased the Software pursuant to a separate support agreement. Please check with the reseller of the Software regarding any such support obligations.

8. Termination

8.1 This Agreement is effective until terminated. In the case that Licensee is in breach of any of the provisions in this Agreement, EPiServer shall have the right to terminate this Agreement, such termination to be effective immediately. Upon such termination, the Licensee shall delete all copies of the Software and will provide EPiServer certification of destruction of the Software, all copies thereof, and all materials and Documentation related thereto, at the request of EPiServer.

8.2 If EPiServer, by any reason, no longer should have the necessary licenses for the Implemented Software or the Applied Software EPiServer shall, within reasonable time and with reasonable effort, provide a substitute for such software. If no such substitute may be found, EPiServer may, at its own option, terminate this license and return any license fee to the user minus any depreciation in the value of such software.

9. Governing law and dispute resolution

9.1 This Agreement shall be governed by and construed in accordance with the laws of State of Illinois, without regard to its conflict of laws provision. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

9.2 Any unresolved controversy or claim arising out of or relating to this Agreement, except for any such controversies or claims arising out EPiServer’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration in accordance with the commercial rules of the American Arbitration Association (the “ AAA “). The arbitration shall take place in the state of Illinois, in accordance with Commercial Arbitration Rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Each party will bear its own costs with respect to any disputes arising under this Agreement. Each of the parties to this Agreement consents to personal jurisdiction for any equitable or other action sought in a U.S. District Court in Illinois or any court of the State of Illinois having subject matter jurisdiction.

10. General provision

10.1 Amendments or supplements to this Agreement must be made in written form and executed by both parties hereto in order to be valid between the parties.

10.2 This Agreement is valid for the version of the Software released to Licensee.

10.3 Licensee shall not assign or sublicense this Agreement without EPiServer’s prior written consent, which consent may be withheld for any or no reason. Either party may assign all or part of its rights under this Agreement to an affiliate or successor company. This Agreement is binding on any permitted assignees or sublicensees.

11. Implemented Software

11.1 The following software has been implemented as a part of the Product. (i) HTML TextBox by Active Up SPRL, (ActiveWebControls 2007v1); (ii) Private port of Lucene dot net, Open Source, (Apache Software License); (iii) Log4net, Open Source, (Apache Software License Version 2.0); (iv) .Net Zip Lib Sample code, (Microsoft Permissive License); and (v) ACLs in .NET Sample code, (Microsoft Permissive License).

11.2 By agreeing to this Agreement the Licensee also acknowledges that the license agreements for the above listed software have been currently made available to the Licensee at http://www.episerver.com/Implemented_software; that the Licensee has taken notice of said license agreements; and that the Licensee hereby accepts the terms and conditions of these license agreements to be, when applicable, binding to the Licensee.

12. Other applied third party software

12.1 The following product/s is/are considered to be a part of the Product however constructed by a third party (the “Applied Software”). (i) SGML Reader; and (ii) Microsoft Developer Support OLE File, Property Reader 2.1 Sample. In addition to Section 3.1 above, EPiServer is not permitted to give authorization to a third party according to said section with respect to the Applied Software. 13. Compatibility As between EPiServer and the Licensee Sections 6, 7, 8 and 10 shall also apply with respect to the Implemented Software, unless the license on the specific Implemented Software explicitly states otherwise.