LICENSE.txt

THIS LICENSE AGREEMENT (THIS “LICENSE”) GOVERNS THE INSTALLATION AND USE OF THE SOFTWARE DESCRIBED HEREIN (THE “SOFTWARE”). THIS LICENSE IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY THAT INSTALLS OR USES THE SOFTWARE ON ANOTHER PERSON’S OR ENTITY’S BEHALF (THE “LICENSEE”). LICENSEE AGREES THAT THIS LICENSE IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND HEREBY; OR BY DOWNLOADING, COPYING, INSTALLING, OR USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS LICENSE.

Subject to the terms and conditions of this License, FreeWheel Media, Inc. (“FreeWheel”) grants to Licensee a non-exclusive license to install and use the Software delivered hereunder solely for the purposes described in any accompanying documentation. FreeWheel reserves the right to terminate this License at any time in its sole discretion. Licensee agrees to return or destroy all of Licensee’s copies of the Software upon termination of this License for any reason. Licensee shall not be entitled to install or use any upgrades; provided that Licensee may install and use any free publicly available hot fixes and maintenance releases. Notwithstanding the foregoing, FreeWheel may in its sole discretion cease to provide support and maintenance with respect to the Software (or any version of the Software) at any time and without notice.

The Software and any accompanying documentation any all copies thereof are the intellectual property of any are owned by FreeWheel and/or its suppliers. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of FreeWheel and/or its suppliers. The Software and any accompanying documentation are protected by copyright, including without limitation U.S. copyright laws. Except as expressly stated herein, this License does not grant any intellectual property rights in the Software and its accompanying documentation and all rights note expressly granted are reserved by FreeWheel.

Licensee agrees that the Software will not be shipped, transferred, or exported into any county or used in any manner prohibited by the United States Export Administration Act or any export laws, restrictions, or regulation (collectively, the “Export Laws”). In addition, if the Software is identified as an export controlled item under the Export Laws, then Licensee represents and warrants that Licensee is not a citizen of, or located within, an embargoed or otherwise restricted nation (including Iran, Syria, Sudan, Cuba, and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the Software. All rights to install and use the Software are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE, ANY WRITTEN MATERIALS, OR ELSEWHERE, THE SOFTWARE IS PROVIDED TO LICENSEE BY FREEWHEEL ON AN “AS-IS” BASIS. LICENSEE’S USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION TO THE EXTENT WHICH CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, FREEWHEEL, ITS AFFILIATES AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS. IN NO EVENT WILL FREEWHEEL, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR ANY LOSS, DAMAGE, CLAIM OR COSTS WHATSOEVER, INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, ANY LOST PROFITS, OR ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY, EVEN IF FREEWHEEL HAS BEEN ADVISED OF THE POSSIBILITY OF SAME. LICENSEE’S SOLE AND EXCLUSIVE REMEDIES REGARDING THE SOFTWARE ARE TO EITHER (i) STOP USING THE SOFTWARE OR (ii) DOWNLOAD ANOTHER VERSION OF THE SOFTWARE. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

The Agreement is governed in all respects by the laws of the State of California without giving effect to its conflict of laws principles. The exclusive jurisdiction and venue for all disputes hereunder shall be the state and federal courts located in San Francisco, California.