@STAKE, INC.
AUTHORIZED SITE SOFTWARE LICENSE AGREEMENT

IMPORTANT: DO NOT CLICK ON THE “INSTALL” BUTTON UNTIL YOU HAVE READ THIS AGREEMENT.  BY CLICKING ON THE INSTALL BUTTON (OR AUTHORIZING ANY OTHER PERSON TO DO SO), YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (1) DO NOT CLICK ON THE INSTALL BUTTON, (2) DISCONTINUE THE LICENSING PROCESS BY CLICKING ON THE “CANCEL” BUTTON AND (3) DO NOT USE OR ATTEMPT TO USE THE SOFTWARE.

 
This software is licensed, not sold, for use only under the terms of this Authorized Site Software License Agreement ("Agreement").  @stake, Inc. ("Licensor") and its licensors continue to own the Software and reserve any rights not expressly granted to Licensee.  

1.	DEFINITIONS.  

Authorized Site shall mean a single geographic location used in the conduct of Licensee’s business. 

Authorized User shall mean any employee of an Authorized Site, or an individual independent contractor using the Software in the course of performing services on behalf of an Authorized Site and for whom Licensee remains responsible.

Computer(s) shall mean all computing devices owned, leased, rented or controlled by Licensee and located at an Authorized Site.

Confidential Information means all confidential, proprietary or secret information of Licensor, including without limitation the Software, Documentation, components, parts, drawings, data, sketches, flow charts, plans, reports, handbooks, programs, data, source code, object code, screen displays, feedback, evaluation results, evaluation reports, test results, test reports, reports of errors, problems, defects or suggestions, specifications, features, techniques, processes, algorithms, inventions, other information or material, which is provided or disclosed by Licensor to Licensee for the purposes specified in this Agreement, or is derived or produced by Licensee pursuant to this Agreement, whether such information is disclosed by Licensor or Licensee, as the case may be, (a) in writing or other tangible medium, (b) visually, or (c) orally.  Confidential Information does not include any portion of any such information to the extent that Licensee can clearly demonstrate that it: (a)  is or becomes known in the trade through no act or omission by Licensee; (b)  is disclosed to Licensee by a third party who has a right to make such disclosure without any obligation of confidentiality to Licensor; (c)  is known to Licensee before receipt thereof pursuant to this Agreement; or (d) is independently developed by Licensee without access to or use of such information.

Documentation means any user guide(s) and/or other documentation delivered by Licensor in paper or digital form to Licensee with the Software.

Authorized Site License shall mean the license grant which, subject to the terms and conditions herein, allows any Authorized User to to access and use the Software, without limitation as to the number of Authorized Users who may concurrently access and use the Software.  As such, subject to the terms of the Agreement, the Authorized Site License shall grant access and use to an unlimited number of simultaneous Authorized Users, with no limitation on the number of copies or installations that may be made by Licensee of the Software.

Licensee shall mean the entity who has paid the applicable site license fee and has installed the Sofware subject to the terms and conditions of this License Agreement. 

Software means the object code version of the LC5 software application.

2.	LICENSE GRANT.  In consideration of payment of the applicable license fee by Licensee, Licensor grants and agrees to grant Licensee, subject to the terms and conditions of this Agreement, a non-exclusive, perpetual, limited, non-transferable (except as set forth herein), Authorized Site License to use the Software on Licensee’s Computers under the terms of this Agreement.  Licensor hereby grants and agrees to grant to Licensee a non-exclusive license to reproduce (completely and accurately) and install, subject to the terms of this Agreement, the Software on Computers.  Except as specifically permitted in this Agreement, Licensee shall not directly or indirectly (i) use any Confidential Information to create any software or documentation that is similar to any of the Software or Documentation; (ii) copy (except for as permitted herein), distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify the Software or permit any third party to engage in any of the acts proscribed in clauses (i) and (ii).  Licensor reserves all rights not expressly granted to Licensee hereunder.  Ownership of and title to the Software and Documentation are and will be held by Licensor and its licensors.  Licensee acknowledges that the Software is not designed, licensed, or intended for use in the design, construction, operation or maintenance of any nuclear facility.  Licensee may make reasonable copies of the Software and Documentation for back-up and archival purposes in accordance with applicable law. Licensee shall reproduce the Software and Documentation accurately and include all original copyright and trademark notices, claims of confidentiality, or trade secrets, and other proprietary rights notices on all back-up or archival copies. Any copies that Licensee makes of the Software or Documentation, in whole or in part, are Licensee’s sole property.

3.	PROTECTION OF SOFTWARE.  Licensee acknowledges that the source code for the Software and other trade secrets embodied in the Software have not been, and are not going to be, disclosed to Licensee.  Licensee is not permitted (a) to decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Software, (b) to use any similar means to discover the source code of the Software or to discover the trade secrets in the Software, (c) to otherwise circumvent any technological measure that controls access to the Software, (d) to use any Trojan horses, worms, time bombs, robots, spiders, crawlers, cancelbots or other computer programming routines intended to copy, damage, detrimentally interfere with, or expropriate the Software, or (e) to remove or alter any proprietary legends or notices contained in the Software or Documentation.

4.	SUPPORT; UPGRADES.  This License Agreement does not entitle Licensee to receive from Licensor hard copy Documentation, technical support, telephone assistance or enhancements or upgrades to the Software.

5.	THIRD PARTY SOFTWARE.  The Software includes code licensed from third parties, which is provided subject to the following:

A.	PuTTY is copyright 1997-2004 Simon Tatham.  Portions copyright Robert de Bath, Joris van Rantwijk, Delian, Delchev, Andreas Schultz, Jeroen Massar, Wez Furlong, Nicolas Barry, Justin Bradford, Ben Harris, and CORE SDI S.A.

THIS SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  IN NO EVENT SHALL THE COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTIONWITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

B. This Software includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/).  Copyright (c) 1998-2003 The OpenSSL Project.  All rights reserved. 

1. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. 

2.  All advertising materials mentioning features or use of this software must display the following acknowledgment:
“This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit. (http://www.openssl.org/)”

3.  The names "OpenSSL Toolkit" and "OpenSSL Project" must not be used to endorse or promote products derived from this software without prior written permission. For written permission, please contact openssl-core@openssl.org.  

4.  Products derived from this software may not be called "OpenSSL" nor may "OpenSSL" appear in their names without prior written permission of the OpenSSL Project.

5. Redistributions of any form whatsoever must retain the following acknowledgment:
“This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/)”.

THIS SOFTWARE IS PROVIDED BY THE OpenSSL PROJECT ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.  IN NO EVENT SHALL THE OpenSSL PROJECT OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE

6.	LIMITED WARRANTIES AND RISK ALLOCATION.
6.1	Limited Warranty; Disclaimer.  Licensor will replace, at no charge, defective media that are returned within ninety (90) days of shipment. Licensor warrants, for a period of ninety (90) days from the shipment date, that Software will perform in substantial compliance with the Documentation accompanying the Software on that hardware and operating system software for which it was designed, as stated in the documentation.  If, within such ninety (90) days period, Licensee reports to Licensor that Software is not performing as described above, Licensor will, at its option, repair or replace the Software.  The foregoing states the entire liability of Licensor with respect a breach of the warranty set forth herein.  EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SOFTWARE AND THE DOCUMENTATION ARE BEING SUPPLIED TO LICENSEE ON AN "AS IS" BASIS. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE SOFTWARE AND THE DOCUMENTATION, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND TITLE, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.  EXCEPT AS SPECIFICALLY SET FORTH HEREIN, LICENSOR DOES NOT WARRANT THAT (A) THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, (B) OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR (C) DEFECTS WILL BE CORRECTED. 

6.2	Infringement Indemnification.  Except as provided below, Licensor shall defend and indemnify Licensee from and against any damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Software infringes a valid United States patent or copyright or misappropriates a trade secret of a third party, provided that (i) Licensee shall have promptly provided Licensor written notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (ii) Licensor shall have sole control and authority with respect to the defense, settlement, or compromise thereof.  If any Software becomes or, in Licensor's opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Licensor may, at its option, (1) procure for Licensee the right to continue using such Software, (2) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality, or, if (1) and (2) are not reasonably available to Licensor, then (3) terminate Licensee’s license to the allegedly infringing Software and pay to Licensee an amount not to exceed the depreciated value of the Software for which Licensee has paid a license fee, depreciated on a straight line basis over a three (3) year period. Licensor shall have no liability or obligation to Licensee hereunder with respect to any patent, copyright or trade secret infringement claim based upon (a) use of the Software in an application or environment or on a platform or with devices for which the Software was not designed or contemplated, (b) modifications, alterations, combinations or enhancements of the Software not created by Licensor, or (c) any patent, copyright or trade secret in which Licensee or any of Licensee’s affiliate has an interest.  Licensee shall indemnify and hold Licensor harmless from all costs, damages and expenses (including reasonable attorneys' fees) arising from any claim enumerated in clauses (a) through (c) above. The foregoing states the entire liability of Licensor with respect to infringement of patents, copyrights and trade secrets by the Software or any part thereof or by their operation. Licensee will immediately inform Licensor as soon as Licensee becomes aware of any threatened or actual liability claim by a third party relating to the Software.  

6.3	Limitation of Liability.   EXCEPT FOR LICENSOR’S OBLIGATIONS UNDER SECTION 6.2 (INDEMNIFICATION) HEREOF, LICENSOR'S LIABILITY FOR DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE LICENSED SOFTWARE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED  THE LICENSE FEES PAID BY LICENSEE FOR THE SOFTWARE.  LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INTERRUPTION OF BUSINESS, OR FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER UNDER THIS AGREEMENT OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SOFTWARE, THE DOCUMENTATION OR THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO LICENSEE.  THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.

7.	OWNERSHIP.  Licensee acknowledges and agrees that, except as set forth in Section 5 hereof,  Licensor (and its licensors) owns all right, title and interest in and to the Software (and any derivative works thereof), including without limitation any and all patents, patent applications, copyrights, trade secrets, trademarks and other intellectual property rights, and Licensee shall not take any action inconsistent with such title and ownership. Licensee shall not alter or remove any printed or on-screen copyright, trade secret, proprietary or other legal notices contained on or in copies of any Software or Documentation.  Licensee will not acquire any rights or licenses, except as expressly provided in this Agreement, under any patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of this Agreement or Licensee’s performance under this Agreement.  Licensee acknowledges and agrees that Licensor owns the trademarks and service marks as set forth at http://www.atstake.com/legal.html.

8.	CONFIDENTIAL INFORMATION.  Licensee shall use the highest commercially reasonable degree of care to protect Licensor’s Confidential Information, including ensuring that Licensee’s employees or consultants with access to such Confidential Information have agreed in writing not to disclose the Confidential Information.  Licensee shall bear the responsibility for any breaches of confidentiality by Licensee’s employees and consultants.  Nothing herein shall prevent Licensee from disclosing all or part of the Confidential Information as necessary pursuant to the lawful requirement of a governmental agency or when disclosure is required by operation of law; provided that prior to any such disclosure, Licensee shall use reasonable efforts to (i) promptly notify Licensor in writing of such requirement to disclose, and (ii) cooperate fully with Licensor in protecting against any such disclosure or obtaining a protective order.  

9.	TERM AND TERMINATION.  The term of this Agreement is effective as of the date Licensee accepts the terms of this Agreement by installing the Software and shall continue until terminated. This Agreement will terminate (i) if Licensee breaches any of the terms or conditions of this Agreement and fails to remedy such breach within thirty (30) days after being given notice thereof, (ii) if Licensee becomes insolvent or ceases to do business; or (iii) if all or a substantial portion of Licensee’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days.  Licensee agrees that in the event of the termination of this Agreement for any reason, Licensee’s license rights to use the Software and the Documentation are immediately terminated and Licensee will destroy any copies of the Software and Documentation in Licensee’s possession.  The rights and obligations of the parties under Sections 2 - 10 will survive the termination of this Agreement.  

10.	GENERAL.
10.1	Notices.  All communications under this Agreement shall be in writing or by confirmed fax.

10.2	Severability.  In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement.  The parties agree that they will negotiate in good faith or will permit a court or arbitrator to replace any provision of this Agreement so held invalid, unenforceable or illegal with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision.

10.3	Waiver.  The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.

10.4	Governing Law; Jurisdiction & Venue.  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without taking into account its principles on conflicts of law.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  Exclusive jurisdiction and venue for any litigation arising under this Agreement is in the federal and state courts located in Middlesex County, Massachusetts, USA and both parties hereby consent to such jurisdiction and venue for this purpose.

10.5	Relationship of the Parties.  Nothing contained in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

10.6	Entire Agreement; Amendment; Assignments.  This Agreement (a) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter; (b) may be amended or modified only by a writing executed by an authorized officer of the party against whom enforcement is sought; (c) may not be assigned by Licensee without the written consent of Licensor; and (d) shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of the parties hereto.

10.7	Remedies.  The parties acknowledge and agree that a breach or a threatened breach of this Agreement by Licensee would cause not only financial harm, but irreparable harm to Licensor, and that money damages will not provide an adequate remedy.  In the event of a breach or threatened breach of this Agreement by Licensee, Licensor shall, in addition to any other rights and remedies it may have, at law or in equity, be entitled to an injunction restraining, temporarily or permanently, Licensee from disclosing or using, in whole or in part, the Software and the Documentation, without the necessity of posting any bond or surety.

10.8	Export.  Licensee shall not export or re-export, directly or indirectly (including via remote access), the Software or other information or materials provided by Licensor hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval.

10.9	Costs, Expenses and Attorneys' Fees.  If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and attorneys' fees (including all related costs and expenses), incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.

10.10	U.S. Government Restricted Rights.  If the Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in the Software and accompanying Documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions). 

10.11	Acknowledgment.  Licensee acknowledges that (a) Licensee has read and understand this Agreement; (b) this Agreement has the same force and effect as a signed agreement; (c) issuance of this license does not constitute general publication of the Software or the Documentation; and (d) the individual accepting this Agreement on behalf of a corporation or other legal entity personally represents that he or she is duly authorized to accept this Agreement on behalf of such entity and that this Agreement is binding upon such entity.

Licensor:		@stake
196 Broadway
Cambridge, MA 02139-1902
Phone: 617.621.3500
Fax: 617.621.1738

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