LOCKET LICENSE AGREEMENT Read the terms of this license agreement (hereinafter the "agreement") carefully. By downloading, installing, implementing or using this product, you agree to the terms and conditions of this agreement. You agree that this agreement is enforceable as any written agreement negotiated and signed by you and Locket, LLC incorporated. Indicate your acceptance of these terms by selecting the "accept"(or equivalent) button. If you do not agree to all of the terms, promptly return the unused to your place of purchase for a refund or select the decline button. Now, therefore, in consideration of the mutual promises set forth herein, Locket and you hereby agree as follows: DEFINITIONS: (a) "You" shall mean the individual using, implementing, downloading, or installing the underlying. In the event you are using, implementing, downloading, or installing the underlying on behalf of an Organization, all liability for a breach of this agreement shall be the responsibility of said Organization. (b) "Licensee" shall mean you together with any Organization You may be representing, or any related agent, employee, or representative of you that has downloaded, used, installed, or implemented the package on your behalf. (c) "Locket" shall mean any and all computer programs produced, created, developed, or provided by Locket, including, but not limited to, applicable programs, fonts, components, hosted services, source code, modules, corresponding documentation, updates, upgrades, or modifications thereto. (d) "Developer" shall mean an individual who has a primary job function of developing applications. (e) "Server" shall mean a computer system that multiple users access or make use of, including but not limited to, terminal servers, file servers, application servers or web servers. (f) "Source Code Agreement" shall mean a separate written instrument governing the use and rights to the underlying. (g) "User" shall mean a single person. TERMS: 1. License Grant In consideration for the license fee paid, and other good and valuable consideration, Locket grants to Licensee only, unless otherwise limited by the license purchased or granted, the nonexclusive, nontransferable, perpetual, world-wide right to use the in accordance with this Agreement and the license defined herein that Licensee purchases ("License"). If you are installing, accessing or using this for Your employer, this Agreement also includes your employer. Licensee may only use the according to the License purchased or granted by Locket. Evaluation License That is distributed as shareware or a demo version may only be used for testing and evaluation purposes only for a period of 30 days. Beta License That is distributed as a beta version may be used during the beta testing period and up to 30 days after the official release is available. External Distribution: Licensee may not resell, rent, lease, distribute or otherwise use Locket for the License that was purchased, in any way that would compete with Locket. If it is determined by Locket or Licensee that Licensee's distribution or use of the competes with Locket a reasonable royalty fee for Licensee's distribution or use of the must be negotiated and agreed to by Licensee and Locket and paid to Locket each quarter or another agreed upon interval of time. 2. Registration Licensee must register within 60 days of installing Locket. 3. Copyright: By downloading, installing, using, or implementing this , Licensee acknowledges the validity and enforceability of Locket copyrightin the underlying and code. The accompanying materials are licensed, not sold, to Licensee. LOCKET maintains ownership of all copyright interests, including any derivative works based upon Locket. Licensee may not rent, lease, display or distribute copies of the to others except under the conditions of this Agreement. Unauthorized copying of Locket or accompanying materials even if modified, merged, or included with other, or of the written materials, is expressly forbidden. Licensee may be held legally responsible for any infringement of intellectual property rights that is caused or encouraged by Licensees failure to abide by the terms of this Agreement. Licensee may make a reasonable number of archival copies of Locket for backup and recovery purposes. In any case, when a copy is created, any copyright notices included in the must be reproduced in their entirety on the copy. 4. Indemnification LOCKET warrants to Licensee that Locket is, and will continue to be, the sole owner of Locket, LLC including all patents, copyrights or other applicable intellectual property rights unless otherwise indicated in the . Locket shall defend, indemnify and hold Licensee harmless from any third party claims or lawsuits for intellectual property infringement for properly license provided by Locket. If user is determined to infringe, or in Locket's opinion is likely to become the subject of such a claim, Locket shall, at its option, either: (a) obtain for Licensee the right to continue using the ; (b) modify or replace to make it non-infringing; or (c) refund the fee paid, less reasonable depreciation, upon return. Provided, however, that in no event shall Locket's total liability (including attorney's fees) under this paragraph exceed two times the purchase price Licensee pays for the License. Locket shall have no liability regarding any claim arising out of: (a) that is used in violation of this Agreement; (b) that has been altered to be different from the purchased version, unless the infringing portion exists in the unaltered purchased version; (c) use of the in combination with other products (including but not limited to third party and hardware) if the infringement was caused by such use or combination where the purchased version by itself does not infringe. Licensee agrees to defend Locket from and against any and all claims or lawsuits, and pay any and all damages and expenses including attorney's fees, that arise or result from the breach of the terms and conditions of this Agreement, excluding any claims and lawsuits for which Locket is obligated to defend, indemnify and hold harmless. In the event of such a claim, Locket shall: (1) give Licensee prompt written notice of any such claims, actions, demands and legal proceedings as soon as reasonably practicable; (2) give Licensee sole control of the defense and settlement thereof; and (3) cooperate with Licensee in the defense thereof, at Licensee's expense. 5. Agreement Duration and Termination Subject to the terms and conditions of this Agreement, this Agreement begins when Locket is downloaded, installed, used or when a License for Locket is purchased or granted and is perpetual unless terminated. When the Agreement begins, this Agreement shall supersede all older versions of this Agreement including any older Agreements that may be embedded in Locket. This Agreement shall inure to the benefit of and be binding upon Locket and Licensee. Licensee may terminate this Agreement at any time by returning Locket and destroying all copies thereof. This Agreement shall terminate upon notice from Locket if Licensee fails to comply with any provision contained herein or if the funds paid for the license are refunded or are not received, and such failure or breach is not cured within thirty (30) days of such notice. Upon termination, Licensee must destroy any and all copies (in part and in whole, including modified copies, if any) in its possession or control. Locket reserves the right to terminate this Agreement if the use of by Licensee causes a loss of revenue for Locket that exceeds two (2) times the amount Licensee paid for the License. All restrictions prohibiting Licensee's use of Locket and intellectual property provisions relating to Locket or to the benefit of Locket shall survive termination of this Agreement. 6. Warranty and Limitation of Liability Although efforts have been made to assure that Locket is date compliant, correct, reliable, technically accurate and will perform in accordance with the documentation, Locket is licensed to Licensee as is and without warranties as to performance of merchantability, fitness for a particular purpose or use, or any other warranties whether expressed or implied. Licensee, its Organization, and all users of the , assume all risks when using it. To the maximum extent permitted by applicable law, in no event shall Locket be liable for any consequential, incidental, indirect, punitive or special damages arising out of the use of or inability to use Locket or the provision of or failure to provide support services or hosted services, even if Locket has been advised of the possibility of such damages. In any case, Locket's entire liability under any provision of this Agreement shall be limited to two times the amount actually paid by Licensee for the License. 7. Technical Support and Product Upgrades Unless otherwise indicated in the documentation, Locket offers a free Priority Support and Product Upgrade from the date of purchase on all licensed products. When Licensee's Priority Support is active, Licensee may contact Locket online at Lockethome.com. Priority Support and Product Upgrades are provided free to users who are registered. 8. Export Restrictions Locket is of U.S. origin and distribution of Locket is subject to export control laws of the United States of America. Licensee agrees that it will not export or distribute Locket, directly or indirectly, to any restricted export country, without first obtaining permission to do so as required from the appropriate U.S. governmental agency. Licensee bears all responsibility for export law compliance. 9. Controlling Law and Severability This Agreement shall be governed by and construed in accordance with the laws of the United States and the state of Wisconsin, as applied to agreements entered into and to be performed entirely within Wisconsin. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, and that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of Locket and Licensee, and the remainder of this Agreement shall continue in full force and effect. 10. Assignment and Effect This Agreement shall inure to the benefit of and be binding upon both Locket and Licensee, as well as their employees, employers, agents, parents, subsidiaries, representatives, licensees, and assigns. 11. Non-Waiver The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed. 12. Return Policy: All returns must be received within thirty (30) days of purchase. Details of our return process can be obtained by calling 1-888-LOCKET5. Copyright © 2008 Locket Family LLC LOCKET is a registered trademark of Moneyware Family, Inc. All other trademarks mentioned are the property of their respective owners. Agreement Version 6.7.
