************************************************************************ END USER LICENSE AGREEMENT FOR EPiSERVER CMS 6 AND SUPPLEMENTAL PRODUCTS ************************************************************************ IMPORTANT. PLEASE READ THROUGH THE FOLLOWING TERMS AND CONDITIONS OF THE END USER LICENSE AGREEMENT BELOW BEFORE YOU INSTALL AND USE THE SOFTWARE. BY INSTALLING, COPYING, DOWNLOADING, HAVING ACCESS TO OR IN ANY OTHER WAY USING THE SOFTWARE, YOU ACCEPT THE CONDITIONS BELOW AND THIS AGREEMENT BECOMES A BINDING OBLIGATION ON YOU. BY SIGNING BELOW, IT IS 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 YOU DO NOT ACCEPT THESE CONDITIONS, RETURN THE PROGRAM TO THE COMPANY YOU PURCHASED IT FROM FOR A FULL REFUND OF THE LICENSE FEE. 1. Definitions ”Agreement” means this End User License Agreement. “Applied Software” means the third party software listed in article 12 below. ”EPiServer” means EPiServer AB. “Implemented Software” means the implemented third party software listed in article 11 below. ”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 6 and Supplemental products provided by EPiServer as further described in article 2.1 and 2.2 below. ”Software” means (i) all of the contents of the files, CD-ROMs or other media in machine-readable formprovided under this Agreement, including (a) all software provided by EPiServer (b) Applied Software, (c) Implemented Software (d) 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. “Third Party Products” means third party software provided by a third party which may be installed together with the Software. ”Use” means to access, install, download and 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 and makes full and timely payment of all fees and charges, EPiServer grants Licensee a non-exclusive, non-transferable license to use the Software solely for Licensee’s internal business purposes and in accordance with the following conditions: 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 6 Professional The Licensee may install the Software in machine-readable, object code form on one (1) physical computer/server or on one (1) virtual server in a virtual operating system environment. The license is valid for one (1) EPiServer application, i.e.one site or one virtual directory within Internet Information Services (”IIS”). (ii) EPiServer CMS 6 Enterprise The Licensee may install the Software in machine-readable, object code form on one (1) physical computer/server or on one (1) virtual server in a virtual operating system environment. The license is valid for one (1) EPiServer application, i.e.one site or one virtual directory within Internet Information Services (”IIS”). 2.2 General Use of Supplemental products EPiServer presently offers the following supplemental products on 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 on 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 software. (ii) Modules and Connectors The Licensee may install the Software in machine-readable, object code form on one (1) physical computer/server or on one (1) virtual server in a virtual operating system environment. The license is valid to be used with one (1) EPiServer application, i.e. one site or one virtual directory within Internet Information Services (”IIS”). 2.3 Backup copy. The Licensee may make one (1) backup machine-readable, object code copy of the Software for non-productive, archiving purposes. 2.4 Modifications. The Licensee may modify the disclosed parts of the Software solely in connection with Licensee’s internal business purposes. EPiServer has no liability for any such modifications or for any faults or errors caused by it (see article 6.4 below). EPiServer recommends that Licensee implement such modifications with the assistance of a developer certified by EPiServer. 2.5 Third Party Products. 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. 2.6 Service channel The EPiServer Software has a build in service channel used for automatic license key installation and updates, security announcements and other information. To be able to provide these services the following information might be transmitted and stored at EPiServer: License key information, software version, hostname (website URL), host IP/MAC-address and machine name. 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, (see article 10.3 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 or otherwise attempt to discover the source code of the Software. Licensee may request permission from EPiServer to decompile the Software for purposes of fault analysis, integration planning and other internal purposes, such permission to be expressly granted by EPiServer in writing 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 thereof, including all copyright, trademark, patent and other intellectual property rights pertaining thereto, subject solely to the limited right and license expressly granted to Licensee herein. With regard to Applied Software or Third party software 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 software, 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 software. The Software is protected by Swedish and international copyright legislations. Except for the limited license granted under this Agreement, the Licensee obtains no other rights in or to the Software. 4.2 EPiServer represents and warrants that it has the right to grant the license to use the Software to the Licensee on the terms and conditions of this Agreement and that the use by the Licensee of the rights herein granted will not infringe the rights of any person or entity. 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 has no liability for any security issues related to Licensee’s use of the Software. 6. Disclaimer and Limitation of Liability 6.1 The Software is delivered ”AS IS”. EPIServer and its resellers do not and cannot warrant the performance or results of the Software. 6.2 EXCEPT AS SET FORTH IN THIS AGREEMENT, 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. 6.3 UNDER NO CIRCUMSTANCES SHALL EPISERVER 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 (EXCEPT AS SET FORTH IN THE NEXT SENTENCE) 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 TO EPISERVER. NOTWITHSTANDING THE FOREGOING, EPISERVER SHALL DEFEND, INDEMNIFY AND HOLD LICENSEE HARMLESS FROM AND AGAINST ALL THIRD PARTY CLAIMS DUE TO BREACH OF THE WARRANTY INARTICLE 4.2. 6.4 EPiServer shall not be liable for any faults or errors caused by any modification made pursuant to article 2.4 of this Agreement. Licensee shall solely be liable for such faults and/or errors. 6.5 In regards 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. 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 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. 9. Governing law and dispute resolution 9.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. 9.2 The place of arbitration shall be Stockholm. 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(s) of the Software released after March 1st 2010. EPiServer may amend the terms and conditions of this Agreement for any upcoming versions of the Software. 10.3 Notwithstanding the restrictions inarticle 3 of this Agreement, this Agreement shall not be assignable by Licensee except to the extent that Licensee merges, is sold, or substantially all of Licensee’s assets are sold pursuant to a transaction or series of transactions, in which case any such assignment shall not constitute an assignment or transfer for purposes of this Agreement. 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 signing this Agreement the Licensee also acknowledge that the license agreements for the above listed software have been 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 art 3.1 above, EPiServer is not permitted to give authorization to a third party according to said article in regard of the Applied Software. 13. Compatibility In relation between EPiServer and the Licensee article 6, 7, 8 and 10 shall be applicable also in respect of the Implemented Software, unless the license on the specific Implemented Software explicitly states otherwise. LICENSEE HEREBY ACCEPTS THE GENERAL CONDITIONS DATE: __________________________________________ Company Name:___________________________________ Name: ___________________________________________ Title: ____________________________________________ Send the signed End User License Agreement to EPiServer by fax or by post. If the Licensee has any questions concerning this Agreement or otherwise wishes to contact EPiServer, the Licensee is referred to: EPiServer AB, Sales Information, Box 7007, 103 86 STOCKHOLM, Sweden. Phone: +46(0)8 555 827 00, Fax: +46(0)8 555 827 01 E-mail: sales@episerver.com