Software License Agreement

Preamble
IMPORTANT! THIS IS THE LICENSE AGREEMENT THAT YOU ARE REQUIRED TO ACCEPT BEFORE INSTALLING AND USING BOOPSIE, INC. SOFTWARE. CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT BEFORE PROCEEDING WITH THE DOWNLOADING AND/OR INSTALLATION OF THIS SOFTWARE PRODUCT. YOU ARE NOT PERMITTED TO DOWNLOAD AND/OR INSTALL THIS SOFTWARE PRODUCT UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AND CHOOSE NOT TO INSTALL THIS SOFTWARE PRODUCT, TO OBTAIN A REFUND OF THE AMOUNT PAID FOR THIS LICENSE, PROMPTLY RETURN THIS SOFTWARE PRODUCT IN UNMODIFIED FORM TOGETHER WITH WRITTEN CERTIFICATION THAT THE ORIGINAL SOFTWARE PRODUCT AND ANY COPIES MADE HAVE BEEN RETURNED, TO EITHER BOOPSIE, INC. OR THE AUTHORIZED DISTRIBUTOR WHO PROVIDED THE SOFTWARE PRODUCT TO YOU, AS APPLICABLE, NO LATER THAN 14 DAYS FROM YOUR RECEIPT OF THE SOFTWARE PRODUCT. BY ACCEPTING THIS LICENSE AGREEMENT YOU ALSO REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ON BEHALF OF YOUR EMPLOYER.

THIS AGREEMENT IS ENTERED INTO BY BOOPSIE, INC. ("BOOPSIEINC") AND YOU AS END USER OF THE SOFTWARE PRODUCT ("END USER").

1. The Software Product
The subject of this license is the BOOPSIEINC software product in which this license is embedded and any related updates, provided to END USER, including computer software and, where applicable, associated media, printed materials and online or electronic documentation ("Software Product").

2. License Grant
END USER is hereby granted, upon the following terms and conditions including payment of any applicable license fee, a non-exclusive, non-transferable license, for its internal, end-use purposes only (excluding the commercialization of information technology products), in the ordinary course of END USER'S business to:

in each case where such single device or server is owned, leased or otherwise substantially controlled by END USER. If END USER desires to use this Software Product on more than a single device (not being a server) or server, additional licenses must be obtained from BOOPSIEINC for each device or server upon which or where the Software Product is to be used.

END USER agrees that any feedback provided to BOOPSIEINC, which may include bug reports, conferences with BOOPSIEINC representatives and/or written evaluations, in relation to the Software Product will become the property of BOOPSIEINC and that BOOPSIEINC will have no confidentiality obligations with respect to such feedback. END USER agrees that BOOPSIEINC and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense through multiple tiers of distribution and licensees, incorporate and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes.

END USER is permitted to make one copy of this Software Product into machine readable form for backup purposes only however END USER may not copy the printed materials that are part of this Software Product. END USER must mark the backup copy media of the Software Product as "backup". The backup copy of the Software Product is subject to the provisions of this Agreement, and all titles, trademarks, copyright notices and other legends shall be reproduced in the backup copy.

3. License Restrictions
THE SOFTWARE PRODUCT WHICH IS THE SUBJECT OF THIS AGREEMENT IS LICENSED TO END USER, NOT SOLD.

END USER MAY NOT USE OR COPY THE SOFTWARE PRODUCT, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. END USER MAY NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS OF THE SOFTWARE PRODUCT OR OTHERWISE ATTEMPT TO (A) DEFEAT, AVOID, BY-PASS, REMOVE, DEACTIVATE OR OTHERWISE CIRCUMVENT ANY SOFTWARE PROTECTION MECHANISMS IN THE SOFTWARE PRODUCT INCLUDING, WITHOUT LIMITATION, ANY SUCH MECHANISM USED TO RESTRICT OR CONTROL THE FUNCTIONALITY OF THE SOFTWARE PRODUCT OR (B) DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS, STRUCTURE OR ORGANIZATION FORM OF THE SOFTWARE PRODUCT. END USER WILL AT ALL TIMES, INCLUDING DURING AND AFTER THE TERM OF THIS LICENSE, KEEP THE SOFTWARE PRODUCT, ALL INFORMATION RELATING TO END USER'S USE OF THE SOFTWARE PRODUCT INCLUDING ANY BENCHMARKS, PERFORMANCE RESULTS AND OTHER INFORMATION, CONFIDENTIAL UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING BY BOOPSIEINC.

The Software Product is provided with Restricted Rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraph (c)(1) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Boopsie, Inc., Fenwick & West LLP, 801 California St, Mountain View, CA 94041.

4. Ownership
The Software Product is protected by copyright and is proprietary and confidential to BOOPSIEINC. All right, title and interest in and to the Software Product (including associated intellectual property rights) are and will remain vested in BOOPSIEINC or BOOPSIEINC's affiliated companies or licensors. These rights are protected by national and other laws and international treaties. END USER acknowledges that no rights, license or interest to any BOOPSIEINC trademarks are granted hereunder.

5. Termination
Without prejudice to any other rights, BOOPSIEINC may terminate this Software License Agreement if you fail to comply with the terms and conditions of this Software License Agreement. In such event, you must destroy all copies of the Software Product and all of its component parts.

6. Limitation of Liability
THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITATION, TO THE FULLEST EXTENT ALLOWABLE BY LAW, END USER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCT. THIS EXCLUSION OF ALL WARRANTIES OR CONDITIONS EXTENDS WITHOUT LIMITATION TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE SOFTWARE PRODUCT CONTAINS PRE-RELEASE CODE, MAY NOT BE FULLY FUNCTIONAL AND MAY BE SUBSTANTIALLY MODIFIED IN FURTHER DEVELOPMENT. BOOPSIEINC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET END USER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED. BOOPSIEINC CAN PROVIDE NO ASSURANCE THAT IT WILL EVER PRODUCE OR MAKE AVAILABLE A GENERAL RELEASE VERSION.

IN NO EVENT SHALL BOOPSIEINC BE LIABLE UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOST PROFITS, LOST BUSINESS REVENUE, OTHER ECONOMIC LOSS OR ANY LOSS OF RECORDED DATA, EVEN IF BOOPSIEINC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT.

7. General Provisions
The limitations of liability and ownership rights of BOOPSIEINC contained herein and END USER's obligations following termination of this Agreement shall survive the termination of this Agreement for any reason.

END USER may not sublicense, assign, share, pledge, rent or transfer any of its rights under this Agreement in relation to the Software Product or any portion thereof including documentation.

No amendments or modifications may be made to this Agreement except in writing signed by both parties.

If one or more provisions of this Agreement are found to be invalid or unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and merges all prior communications except that a "hard-copy" form of license agreement relating to the Software.

Product previously agreed to in writing by BOOPSIEINC and END USER shall supercede and govern in the event of any conflicting provisions.

This Agreement shall be governed by the laws of the State of California.

END OF SOFTWARE LICENSE AGREEMENT