MGI Licensing Agreement The license agreement contained herein is for informational purposes only. The actual license agreement that you will be required to accept or decline is contained in the downloadable version of MGI. License Agreement PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE. THIS AGREEMENT LICENSES THE ENCLOSED SOFTWARE TO YOU AND CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY CONTINUING WITH THE INSTALLATION, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO DO SO, CHOOSE THE "REJECT" BUTTON. YOU WILL NOT BE ABLE TO USE THE SOFTWARE. This Agreement is by and between PagePlanet Software, Inc. (hereinafter "PagePlanet") and you. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and which includes the mutual promises contained herein, the parties agree as follows: 1. Definitions. 1.1. Modular Gateway Interface (hereinafter "MGI") means the software programs, associated media, documentation (including printed materials and any associated online or electronic documentation), and any multimedia assets (including but not limited to images, graphics, photographs, animations, video, sounds, applets, and behaviors) included in or available as part of the enclosed package or downloadable executable, as well as all related updates supplied by PagePlanet. From time to time PagePlanet may release new versions of MGI which contain improvements. MGI includes both the original version and the new version(s) of MGI. 2. License. 2.1. MGI is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. MGI is licensed and not sold. This Agreement grants you a limited, non-exclusive license to: 2.1.1. Use MGI on a single computer. 2.1.2. Make one copy of MGI in machine-readable form solely for backup purposes. You must reproduce on any such copy all the copyright notices and any other proprietary legends on the original copy of MGI. 2.1.3 Run one copy of MGI on a secure server for each copy of MGI licensed and running on a non-secure server. 2.1.4. Certain software products are licensed with additional rights as set forth in the Supplementary Rights Addendum that may be included in MGI. 2.2. In the event of an emergency, the holder of a license of MGI is permitted to install and use a second or subsequent copy of MGI apart from the legal use explicitely described in paragraph 2.1.3 with the understanding that the license for the second or subsequent copy of MGI will be purchased from PagePlanet Software no later than three business days after the installation. 2.3. Subject to Section 2.2, your license will automatically terminate upon any transfer of MGI. Upon transfer, you must deliver MGI, including any copies and related documentation, to the transferee. The transferee must accept these Terms and Conditions as a condition precedent to a valid transfer. 3. Supplementary Licenses. Certain rights are not granted under this Agreement, but may be available under a separate agreement. 3.1. Multi-User License. You must enter into a Multi-User License if you wish to make copies of MGI for use with additional CPUs owned by you. The Multi-User License allows you and other individuals in your organization to use MGI in perpetuity or for annual renewable periods, whether loaded on separate computers or a network server, as well as on any home or portable computers that any of you may possess, but only so long as each of you uses MGI on just one computer at any time and your organization has paid us our then-current multi-user license fee for the total number of individuals within your organization who will use MGI. 4. Restrictions. 4.1. You may not make or distribute copies of MGI, or electronically transfer MGI from one computer to another or over a network. You may not decompile, reverse engineer, disassemble, or otherwise reduce MGI to a human-perceivable form. You may not modify, rent, resell for profit, distribute, or create derivative works based upon MGI or any part thereof. MGI Output may contain multimedia assets available within MGI (including but not limited to images, graphics, photographs, animations, video, sounds, applets, and behaviors) but these assets may not be distributed separately. You will not export, directly or indirectly, MGI to any country prohibited by the United States Export Administration Act and the regulations thereunder. 4.2. PagePlanet may provide you with support services related to MGI ("Support Services"). Use of Support Services is governed by the MGI polices and programs described in the user manual, in on line documentation, or other PagePlanet-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of MGI and subject to the terms and conditions of this Agreement. With respect to technical information you provide to PagePlanet as part of the Support Services, PagePlanet may use such information for its business purposes, including for product support and development. 4.3. Without prejudice to any other rights, PagePlanet may terminate this Agreement without prior notice if you fail to comply with its terms and conditions. In such event, you must destroy all copies of MGI and all of its component parts. 5. Ownership. The foregoing license gives you limited rights to use MGI. Although you own the disk on which MGI is recorded, if any, you do not become the owner of, and PagePlanet retains title to, MGI (including but not limited to images, graphics, photographs, animations, video, sounds, applets, and behaviors incorporated into MGI), and all copies thereof. All rights not specifically granted in this Agreement, including Federal and international trademarks and copyrights, are reserved by PagePlanet. 6. Limited Warranties. 6.1. PagePlanet warrants that, for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a recommended hardware configuration, MGI will perform in substantial conformance with the documentation supplied; and (ii) that the media on which MGI is furnished will be free from defects in materials and workmanship under normal use. EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, PAGEPLANET DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO THE PAGEPLANET PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. No oral or written information or advice given by PagePlanet, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of this warranty. 6.2. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE. 7. Exclusive Remedy. Your exclusive remedy under Section 6 is to return MGI to the place you acquired it along with a copy of your receipt and a description of the problem. PagePlanet will use reasonable commercial efforts to supply you with a replacement copy of MGI that substantially conforms to the documentation, provide a replacement for the defective media, or refund your purchase price for MGI, at its option. PagePlanet shall have no responsibility with respect to MGI that has been altered in any way, if the media has been damaged by accident, abuse, or misapplication, or if the nonconformance arises out of use of MGI in conjunction with software not supplied by PagePlanet. 8. Limitations of Damages. 8.1. PAGEPLANET SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PAGEPLANET OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 8.2. PagePlanet's total liability for actual damages for any cause whatsoever caused by or alleged to have been caused by MGI will be limited to the amount paid by you for MGI 8.3. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 9. Basis of Bargain. The limited warranty, exclusive remedies, and limited liability set forth above are fundamental elements of the basis of the bargain between PagePlanet and you. PagePlanet would not be able to provide MGI on an economic basis without such limitations. 10. General. 10.1. This Agreement shall be governed by the internal laws of the State of North Carolina. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions concerning this Agreement shall be directed to: PagePlanet Software, 3252 Octavia Street, Raleigh, North Carolina 27606, Attention: Valerie Crisp. 10.2. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court in Wake County, North Carolina. PagePlanet and Customer agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding. If at any time or times hereafter PagePlanet employs counsel to pursue collection, to intervene, to pursue enforcement (by any lawful means) of the terms of this Agreement, or to file a petition, complaint, answer, motion, injunction, or other pleading in any suit or proceeding relating to this Agreement, then in such event, all of the reasonable attorneys' fees costs of collection shall be an additional liability of Customer, payable on demand of PagePlanet. 10.3. If you are a unit or agency of the Government, or acquiring MGI with government funds, the software and documentation are provided subject to PagePlanet's standard commercial license; provided, however, that any contracts with non-defense agencies subject to the FAR, the Government shall have the rights set forth in subparagraph (c) of FAR 52.227-19, "Commercial Computer Software-Restricted Rights," as applicable. THIS DOCUMENT IS A LEGALLY BINDING CONTRACT. YOU SPECIFICALLY ASSENT TO AND ACCEPT ALL OF THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT AND SHALL BE DEEMED AS THE LICENSEE UNDER THE TERMS OF THIS AGREEMENT. MGI IS MADE AVAILABLE FOR DOWNLOADING SOLELY FOR USE BY CUSTOMERS OF PagePlanet Software ANY REPRODUCTION OR REDISTRIBUTION OF MGI NOT IN ACCORDANCE WITH THESE TERMS OF USE IS EXPRESSLY PROHIBITED BY LAW. YOU MAY NOT DOWNLOAD OR INSTALL ANY SOFTWARE FROM THIS SERVER UNLESS YOU AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY.