CODE 42 END USER LICENSE AGREEMENT FOR CONSUMER CRASHPLAN PRO SERVER
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IMPORTANT:
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.   YOU WILL HAVE
ACCEPTED THIS END USER LICENSE AGREEMENT IF YOU: 1) DOWNLOAD, INSTALL,
ACTIVATE, OR USE CODE 42 CRASHPLAN SOFTWARE OR DATA HOSTING SERVICES; OR 2)
CLICK THE "I ACCEPT" BUTTON ASSOCIATED WITH THIS END USER LICENSE AGREEMENT.

This End User License Agreement ("Agreement") is a legal agreement between
you, the customer, and Code 42 Software, a Minnesota company ("Code 42")
regarding the purchase, use, and installation of Code 42's CrashPlan
Software and/or Data Hosting Services (hereinafter collectively the "Code 42
Products").  In this Agreement, "you" and "your" refer to you, the customer,
and his or her agents, and "we", "us" and "our" refer collectively to Code
42.

CODE 42 IS WILLING TO ALLOW THE SALE AND USE OF THE CODE 42 PRODUCTS TO YOU
ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS
LICENSE AGREEMENT.  BY ACCEPTING THIS AGREEMENT YOU ARE BINDING YOURSELF TO
THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT,
THEN CODE 42 IS UNWILLING TO ALLOW THE SALE AND USE OF THE CODE 42 PRODUCTS
TO YOU AND YOU MUST (A) NOT DOWNLOAD, INSTALL, ACTIVATE, OR USE THE
CRASHPLAN SOFTWARE OR DATA HOSTING SERVICES, AND (B) YOU MAY RETURN THE
CRASHPLAN SOFTWARE FOR A FULL REFUND OF ITS PURCHASE PRICE.  YOUR RIGHT TO
RETURN AND A REFUND FOR THE CRASHPLAN SOFTWARE EXPIRES 30 DAYS AFTER ITS
PURCHASE, AND APPLIES ONLY IF YOU ARE THE ORIGINAL END USER PURCHASER.   
IF YOU ARE UNDER 14 YEARS OF AGE, YOU MAY NOT PURCHASE OR USE THE CODE 42
PRODUCTS.  IF YOU ARE BETWEEN THE AGES OF 14 AND 17 YEARS OF AGE YOU MAY
ONLY PURCHASE AND USE THE CODE 42 PRODUCTS AFTER RECIVING PRIOR CONSENT FROM
YOUR PARENTS OR LEGAL GUARDIANS.

ANY PURCHASE OR USE OF ANY CODE 42 PRODUCTS WITHOUT AGREEING TO THE TERMS OF
THIS AGREEMENT IS STRICTLY PROHIBITED.

Code 42 makes no representations that the Code 42 Products are appropriate
for use in other locations outside of the United States.  If you use the
Code 42 Products in or from other locations you are responsible for
compliance with applicable laws.  

1. DESCRIPTION OF CODE 42 PRODUCTS.  
Throughout this Agreement, the following descriptions shall apply.  More
detailed information regarding these Code 42 Products can be found at
http://www.crashplan.com. 

a. "CrashPlan" is the CrashPlan software program that allows you to backup
your data once a day to Code 42 using Code 42's Data Hosting Services and/or
other storage devices that: 1) are running any form of the CrashPlan
Software; 2) have given you permission to backup to that device; and 3) are
in a functional state and condition appropriate for receiving and storing
your data (e.g., powered on, connected to the Internet, containing
appropriate storage space, etc.).  CrashPlan does not allow for real-time
backups (i.e. backups that occur multiple times a day) nor the retrieval of
multiple previous versions of data.

b. "CrashPlan Pro" is the CrashPlan software program that allows you to
backup your data in real-time (i.e. backups that occur multiple times a day)
to Code 42 using Code 42's Data Hosting Services and/or other storage
devices that: i) are running any form of the CrashPlan Software; 2) have
given you permission to backup to that device; and 3) are in a functional
state and condition appropriate for receiving and storing your data (e.g.,
powered on, connected to the Internet, containing appropriate storage space,
etc.).  CrashPlan Pro also allows for the storage of multiple versions of
data without overwriting previous backups of that data.

c. "Free CrashPlan" is the CrashPlan software program that allows others to
backup to a storage device running that program but does not include the
additional functionality of CrashPlan or CrashPlan Pro (i.e., a device
running Free CrashPlan cannot backup its data to another device using the
CrashPlan Software.) Devices running Free CrashPlan must also: 1) have given
permission to those attempting to backup data to that device; and 2) be in a
functional state and condition appropriate for receiving and storing data
(e.g., powered on, connected to the Internet, containing appropriate storage
space, etc.) to be used for data backup.

d. "CrashPlan Software" refers collectively to CrashPlan, CrashPlan Pro, and
CrashPlan PROServer.

e. "Data Hosting Services" is the data hosting service for NON-COMMERCIAL
USE ONLY provided by Code 42. You may choose use these Data Hosting Services
to backup your data to Code 42 provided it is for PERSONAL USE ONLY.  If you
choose to use these Data Hosting Services, Code 42 will use commercially
reasonable efforts to provide the Data Hosting Services to you under the
terms and conditions of this Agreement.  Should you need to a data hosting
service for COMMERCIAL USE, please refer to CrashPlan for Business
information located at http://www.crashplan.com/business/index.vtl


2. GRANT OF LICENSE. 
Unless otherwise noted in this Agreement, and to the full extent allowed
under any applicable laws, all terms and conditions of this Agreement apply
to purchases and use of any and all Code 42 Products, whether CrashPlan
Software or Data Hosting Services.

a. CODE 42 PRODUCTS LIMITED EVALUATION LICENSE.  Subject to the terms of
this Agreement, you are hereby licensed by Code 42 to use for evaluation
purposes only 1) one (1) copy of CrashPlan Pro per computer or workstation;
and 2) the use of Code 42's Data Hosting Services, without charge, for a
period of thirty (30) days after you first activate the software.  If you
want to continue to use CrashPlan Software, or the Data Hosting Services
after the 30-day evaluation period, you must acquire from Code 42, for a
fee, a license for CrashPlan Software and agree to pay the associated fee
for Data Hosting Services. Use of CrashPlan Software after the expiration of
the 30-day evaluation period without acquiring such a license is outside the
scope of this Agreement and a violation of U.S. and international copyright
laws.  If you do not purchase CrashPlan Software after the evaluation
period, your ability to use your evaluation, including your ability to
backup or retrieve backup data, will automatically cease to function 31 days
after activation of the software; however, your evaluation version of
CrashPlan Software may continue to operate as Free CrashPlan allowing
backups to the device running that software.

b. NON-EVALUATION GRANT OF LICENSE.  Conditioned upon compliance with the
terms and conditions of this Agreement including the purchase of CrashPlan
Software, Code 42 grants to you a nonexclusive and nontransferable license
to use those Code 42 Products that you have purchased and their related
Documentation.  You may only use each single copy of CrashPlan Software you
purchase on one computer or workstation at a time; however, you are allowed
to transfer each purchased CrashPlan Software copy from one computer to
another, single computer so long as you do not abuse this privilege (e.g.,
repeated transfers of the CrashPlan Software for the purpose of backing up
multiple computers without the purchase of multiple licenses).  What actions
constitute an abuse is the the sole discretion of Code 42.  "Documentation"
as used in this Agreement means written information (whether contained in
user or technical manuals, training materials, specifications or otherwise)
specifically pertaining to the Code 42 Products and made available by Code
42 with the Code 42 Products in any manner (including on CD-ROM or on-line).

c. TITLE AND LIMITATIONS.  This is a license, not a transfer of
title, to the CrashPlan Software and Documentation.  Code 42 retains
ownership of all copies of the CrashPlan Software and Documentation. You are
granted no implied licenses to any other intellectual property rights other
than as specifically granted herein.  You acknowledge that the CrashPlan
Software and Documentation contain trade secrets of Code 42, its suppliers,
or licensors, including but not limited to, the specific internal design and
structure of individual programs and associated interface information.
Accordingly, except as otherwise expressly provided under this Agreement,
you shall have no right, and you specifically agree not to:
  i. transfer, assign or sublicense its license rights to another person or
entity and you acknowledge that any attempted transfer, assignment,
sublicense or use shall be void;
  ii. make error corrections to, or otherwise modify or adapt, the CrashPlan
Software or to create derivative works based upon the CrashPlan Software, or
permit third parties to do the same;
  iii. reverse engineer or decompile, decrypt, disassemble or otherwise
reduce the CrashPlan Software to human-readable form, except to the extent
otherwise expressly permitted under applicable law notwithstanding this
restriction;
  iv. use or permit the CrashPlan Software to be used to perform services
for third parties, whether on a service bureau or time sharing basis or
otherwise, without the express written authorization of Code 42;
  v.  disclose, provide, or otherwise make available trade secrets contained
within the CrashPlan Software and Documentation in any form, to any third
party without the prior written consent of Code 42.  You shall implement
reasonable security measures to protect such trade secrets; or
  vi. use the CrashPlan Software to develop any software application
intended for resale which employs the CrashPlan Software.

d. SOFTWARE, UPGRADES, AND ADDITIONAL COPIES.  For purposes of this
Agreement, "Software" shall include (and the terms and conditions of this
Agreement shall apply to) the CrashPlan Software and any upgrades, updates,
bug fixes or modified versions thereto (collectively, "Upgrades") or backup
copies of the CrashPlan Software licensed or provided to you by Code 42. 
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) YOU HAVE NO
LICENSE OR RIGHT TO USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS YOU, AT THE
TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLD A VALID LICENSE TO THE
ORIGINAL SOFTWARE AND HAVE PAID THE APPLICABLE FEE FOR THE UPGRADE OR
ADDITIONAL COPIES; AND (2) THE MAKING AND USE OF ADDITIONAL COPIES IS
LIMITED TO NECESSARY BACKUP PURPOSES ONLY.


3. ACCESS TO CODE 42 PRODUCTS.  
In order to use Code 42 Products, you must provide all equipment and
software necessary to use Code 42 Products that are not a part of the Code
42 Products, including, but not limited to, a computer that is in working
order running an operating system compatible with the Code 42 Products and
that is suitable for use in connection with the Code 42 Products. You are
responsible for ensuring that your equipment and/or software do not disturb
or interfere with Code 42's operations or the operations of other users of
Code 42 Products.  If any upgrade or modification to Code 42 Products
requires changes in your equipment or software, you must effect these
changes at your own expense. Unless explicitly stated otherwise, any new or
additional features that augment or enhance Code 42 Products, including the
release of new products and services, shall be subject to the terms and
conditions of this Agreement.

4. INVOICING AND PAYMENT.  

a. PRICING INFORMATION.  Pricing information for Code 42 Products is
provided at http://www.crashplan.com.

b. INVOICING AND PAYMENT TERMS FOR DATA HOSTING SERVICES. After your free 30
day evaluation of the Data Hosting Services, Code 42 will offer you the
opportunity to subscribe to the monthly service.  If you do not sign up,
Code 42 will remove all backup data from their servers.  If you sign up,
Code 42 will evaluate your usage of that service and generate an invoice for
pre-payment for the next 30 days based upon that usage.  You will continue
to be billed and be required to pre-pay on a 30 day schedule with payment
amounts based upon your usage of the Data Hosting Service during the
previous 30 days.  You will not be charged extra for a 30 day period of
usage where your pre-paid amount is insufficient to cover your actual usage
during that period of time, but you will be invoiced and required to pre-pay
for the following 30 days based upon your actual usage during those previous
30 days.  Pre-paid amounts are not refundable except where explicitly stated
in this Agreement.  Code 42 will deliver invoices for your use of the Data
Hosting Services by e-mail to the e-mail account you register with Code 42. 
Payment of all invoices issued by Code 42 to you are due thirty (30) days
from the date of the invoice.  BY ACCEPTING THIS AGREEMENT AND USING DATA
HOSTING SERVICES, YOU EXPRESSLY AUTHORIZE CODE 42 TO BILL AND COLLECT
PAYMENT FROM YOU BY ANY PAYMENT METHOD YOU REGISTER WITH CODE 42 INCLUDING,
BUT NOT LIMITED TO, YOUR CREDIT CARD, BANK ACCOUNT, OR ONLINE PAYMENT SYSTEM
SUCH AS PAYPAL_.  Any amount not paid when due will accrue a finance charge
at the rate of 1 and one-half percent (1-1/2%) per month or the highest rate
permitted by law, whichever is less, until fully paid.

c. FAILURE TO PAY ON TIME.  In addition to the finance charge in Section
4.b. of this agreement, in the event that you fail to pay any Code 42
invoice when due, Code 42 may immediately and without notice terminate this
Agreement including all rights to continue using the Data Hosting Services. 
If your payment becomes more than 30 days overdue, Code 42 reserves the
right to delete any and all data you have stored with Code 42 through the
Data Hosting Service.

d. BILLING DISPUTES.  You may dispute any amount invoiced under Section 3.b.
within thirty (30) days of the invoice date by submitting in writing to Code
42 the following information: 1) the Code 42 Products purchased that are in
dispute; 2) the amount in dispute; and 3) the reason for the disputed
billing.  Failure to submit such information in writing within thirty (30)
days of the invoice date will result in a waiver of your ability dispute the
invoiced charges.  Code 42 may require additional information as it sees fit
from you in order to resolve the billing dispute.  Any resolution of the
billing dispute will be in the sole discretion of Code 42 subject to the
rights and obligations set forth in this Agreement.  Regardless of any
billing dispute, Code 42 retains the right to terminate this Agreement under
Sections 3.c. and 10 of this Agreement.

5. DATA STORAGE AND CUSTOMER INFORMATION COLLECTED.
	
a. DATA STORAGE.  You decide where your data is backed up. 
Data is only stored by Code 42 if you choose to purchase the Data Hosting
Services.  All other uses of CrashPlan Software will require you to gain
authorization from another CrashPlan Software user to backup data to their
device and/or for you to supply all hardware, software, infrastructure, and
other equipment required for data storage.  REGARDLESS OF WHETHER YOU OR
CODE 42 STORES YOUR DATA, ONLY THOSE FILES YOU SELECT FOR BACKUP WILL BE
STORED.     

b. DATA SECURITY.  CrashPlan Software uses encryption to secure
access to your data.  Your password is required for decrypting stored data. 
Code 42 stores your password unless you elect to not have the password
stored with Code 42.  IF YOU ELECT NOT TO HAVE CODE 42 STORE YOUR PASSWORD
AND YOU LOOSE YOUR PASSWORD, YOUR ENCRYPTED DATA WILL NOT BE RECOVERABLE.

c. STORAGE AND USE OF E-MAIL AND PASSWORD.  In addition to the
storage and use of your password as outlined in Section 5.b. of this
Agreement, your e-mail address and method of payment may be stored by Code
42.  YOU ARE SOLELY RESPONSIBLE FOR SUPPLYING AND MAINTAINING ANY INTERNET
CONNECTIONS FOR YOUR EQUIPMENT AND SUPPLYING AND MAINTAINING A CORRECT
E-MAIL ADDRESS WITH CODE 42.  
  i. METHOD OF PAYMENT INFORMATION.  If you purchased Code 42 Products from
Code 42, we will collect and store your method of payment for the Code 42
Products you have purchased.
  ii. E-MAIL ADDRESS INFORMATION.  Your e-mail address in combination with
your password, allows Code 42 to verify your identity.  Code 42 may offer
services such as allowing you to use your e-mail address in combination with
your password to remotely delete your data from a computer on which
CrashPlan Software is installed, or Code 42 may allow you to put up a
"lost/stolen" sign that will appear on that computer when it is booted.  All
such new functionality will be announced to you by sending messages to your
registered e-mail.  AS STATED IN SECTION 14 OF THIS AGREEMENT, CODE 42
EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY LOST, STOLEN, OR DELETED DATA,
INCLUDING ANY DATA DELETED REMOTELY AS DESCRIBED IN THIS SECTION.
  iii. INFORMATION COLLECTED VIA THE INTERNET.  CrashPlan Software may
automatically use the Internet to search for updates, such as, but not
limited to, bug fixes and security updates, for CrashPlan Software.  Such
updates may install automatically.  Code 42 Products may also contact Code
42 to verify the status of any license and right to use the Code 42
Products.  Computers with installed CrashPlan Software may also be tracked
by Code 42 (such as via Internet Protocol address) to locate where on the
Internet that computer is located so that you and others you invite to
backup data can locate your computer.  Where applicable, Code 42 Products
may use the Internet to transfer your data to your designated data storage
facilities.
  iv. CODE 42 PRODUCTS' LICENSE KEY.  Code 42 Products may require
activation via a license key.  Code 42 Products requiring activation by a
license key will require an Internet connect to complete activation. 
Activation via a license key will result in the computer installed with Code
42 Products to transmit the license key to Code 42 via the Internet for
activation of the Code 42 Products.

6. MODIFICATIONS.  
You agree that Code 42 may, at its sole discretion, access our software on
your computer, and/or cause CrashPlan Software to contact Code 42, in order
to provide additional or modified functionality, updates, enhancements,
security updates and patches, and upgrades to CrashPlan Software or to
remove or terminate the functionality of any CrashPlan Software in
accordance with the termination provisions of this Agreement (collectively
"Modifications").  All Modifications will be related to the Code 42 Products
and will not include additional software from third parties.

7. UNINSTALLING CRASHPLAN SOFTWARE.  
You may uninstall CrashPlan Software by using any uninstall utility that
accompanies the installed CrashPlan Software or through the uninstall
mechanism provided by your compatible operating system.  UNINSTALLING THE
CRASHPLAN SOFTWARE WILL CAUSE THEM TO CEASE TO FUNCTIONING.  UNINSTALLING
CRASHPLAN SOFTWARE WILL RESULT IN YOU NOT BEING ABLE TO ACCESS ANY ENCRYPTED
DATA THAT WAS STORED USING THE CRASHPLAN SOFTWARE.  UNINSTALLING FREE
CRASHPLAN WILL RESULT IN THE INABILITY OF OTHERS BACKING UP TO THAT DEVICE
TO RETREIVE THEIR BACKED UP DATA FROM THAT DEVICE.  Code 42 does not warrant
that any and all portions of the CrashPlan Software will be removed by any
uninstall utility or the uninstall mechanism of your operating system.  Code
42 does not warrant that all of your computer's software content, including
but not limited to the operating system, will regress to a state of
operation, including but not limited to settings and options, that are
identical to those that existed prior to the installation of CrashPlan
Software.  You remain bound by the terms of this Agreement, including but
not limited to its disclaimer of warranties, limitation of liability,
exclusive remedy, intellectual property, and ownership clauses even after
you uninstall the CrashPlan Software.

8.  PROPRIETARY NOTICES.  
You agree to maintain and reproduce all copyright, trademarks and other
proprietary notices on all copies, in any form, of the CrashPlan Software in
the same form and manner that such copyright and other proprietary notices
are included on the CrashPlan Software. Except as expressly authorized in
this Agreement, you shall not make any copies or duplicates of any CrashPlan
Software without the prior written permission of Code 42.

9.  OPEN SOURCE CONTENT.  
You acknowledge that some of the CrashPlan Software contain open source or
publicly available content under separate license and copyright requirements
which are located either in this license, the CrashPlan Software README
file, or the Documentation. You agree to comply with such separate license
and copyright requirements.  Certain portions of the CrashPlan Software are
licensed under, and your use of such portions are subject to, the GNU
General Public License version 2. A copy of the license is available at
www.fsf.org or by writing to licensing@fsf.org or the Free Software
Foundation, 59 Temple Place, Suite 330, Boston, MA 02111-1307. Source code
governed by the GNU General Public License version 2 is available upon
written request to Code 42 at 12 South 6th Street #1242, Minneapolis,
Minnesota 55402, without charge except for the cost of media, shipping, and
handling.  The GNU General Public License version 2 software is distributed
WITHOUT ANY WARRANTY, without even the implied warranty of MERCHANTABILITY
or FITNESS FOR A PARTICULAR PURPOSE.

10. TERMINATION.  
This Agreement shall be effective as of your acceptance of this Agreement
and shall continue in effect until terminated by either party.  Either party
may, at its election and in its sole discretion, terminate this Agreement at
will, except as otherwise set forth in this Agreement.  Code 42 specifically
reserves the right to terminate this Agreement and your use of Code 42
products immediately, without notice from Code 42, if you fail to comply
with any provision of this Agreement, you use any Code 42 Product in a way
not intended by Code 42, or you abuse your use of Code 42 Products.  Code 42
is further entitled to obtain injunctive relief if your use of the Code 42
Products is in violation of any license restrictions. Upon termination, you
shall destroy all copies of the CrashPlan Software and Documentation in your
possession or control. ACCORDING TO THIS SECTION OR OTHER SECTIONS OF THIS
AGREEMENT, CODE 42 MAY TERMINATE YOUR ABILITY TO CONTINUE TO USE CODE 42
PRODUCTS.  THE TERMINATION OF YOUR ABILITY TO CONTINUE TO USE CODE 42
PRODUCTS WILL CAUSE THOSE CODE 42 PRODUCTS TO CEASE FUNCTIONING AND RESULT
IN YOU NOT BEING ABLE TO ACCESS ANY ENCRYPTED DATA THAT WAS STORED USING THE
CRASHPLAN SOFTWARE.  TERMINATING FREE CRASHPLAN WILL RESULT IN THE INABILITY
OF OTHERS BACKING UP TO THAT DEVICE TO RETRIEVE THEIR BACKED UP DATA FROM
THAT DEVICE.  The termination of this Agreement for any reason shall not
affect: a) the obligations of the parties to account for and pay to one
another any amounts for which they are obligated by virtue of transactions
or events which occurred prior to the effective date of termination; or b)
any other obligation or liability which either party has to the other under
this Agreement and which, by its nature, would reasonably be expected to
survive termination such as, but not limited to, Sections 8, 2.c., 2.d, 12,
13, 15, 16, 17, 18, and 19.e.

11. ALLOCATION OF RISK. 
You acknowledge and agree that Code 42 has set its prices and entered into
this Agreement and sales of Code 42 Products in reliance upon the
disclaimers of warranty and the limitations of liability set forth herein,
that the same reflect an allocation of risk between the parties (including
the risk that a contract remedy may fail of its essential purpose and cause
consequential loss), and that the same form an essential basis of the
bargain between the parties.

12. LIMITED WARRANTY.  
Code 42 warrants that, for a period of ninety (90) days from the date of the
first purchase of CrashPlan Software that such version, in the form
delivered by Code 42, will substantially conform to and perform
substantially in accordance with Code 42's published documentation, to the
extent such exists, with respect thereto when installed and operated in
accordance with Code 42 specifications, and Code 42 will endeavor to correct
any failure of the Code 42 Products to so conform or perform of which Code
42 receives written notice from you within said ninety (90) day period. 
EXCEPT AS EXPRESSLY PROVIDED HEREIN, CODE 42 PRODUCTS FURNISHED BY CODE 42
AND ACCEPTED BY YOU ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY
WHATSOEVER.  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE
SPECIFICALLY EXCLUDED AND DISCLAIMED BY CODE 42.  CODE 42 DOES NOT WARRANT
THAT THE CODE 42 PRODUCTS OR ASSOCIATED DOCUMENTATION WILL MEET THE YOUR
REQUIREMENTS, OR THAT THE OPERATION OF THE CODE 42 PRODUCTS WILL BE
UNINTERRUPTED OR ERROR FREE.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE
ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF CODE 42 PRODUCTS IS WITH
YOU.

13.  LIMITATION OF REMEDIES.  
YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE FOREGOING LIMITED WARRANTY
WILL BE THAT (A) CODE 42 WILL ENDEAVOR TO CORRECT WITHIN A REASONABLE TIME
ANY REPORTED FAILURE OF CODE 42 PRODUCTS TO SUBSTANTIALLY CONFORM TO OR
PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CODE 42'S SPECIFICATIONS, TO THE
EXTENT SUCH SPECIFICATIONS EXIST, DURING THE WARRANTY PERIOD SET FORTH IN
SECTION 12 OF THIS AGREEMENT OR (B) IN THE EVENT THAT CODE 42 SHALL FAIL OR
BE UNABLE FOR ANY REASON TO CORRECT ANY SUCH FAILURE OR NON-CONFORMITY OF
THE CODE 42 PRODUCTS YOU MAY TERMINATE THE END USER LICENSE AGREEMENT AS TO
THE AFFECTED CODE 42 PRODUCTS.

14. LIMITATION OF CODE 42 LIABILITY.  
IN NO EVENT WILL CODE 42 BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST
SAVINGS, LOST DATA, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF CAPITAL
OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY CODE 42 PRODUCT FURNISHED OR TO BE
FURNISHED BY CODE 42 UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF CODE
42 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE
AGGREGATE LIABILITY OF CODE 42 UPON ANY AND ALL CLAIMS HOWSOEVER ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY CODE 42 PRODUCTS FURNISHED OR TO BE
FURNISHED BY CODE 42 UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY
LIMITED TO THE AMOUNT PAID BY YOU TO CODE 42 FOR YOUR PURCHASES OF CODE 42
PRODUCTS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS
AGREEMENT SHALL OPERATE TO RELIEVE CODE 42 FROM LIABILITY FOR ITS OWN
WILLFUL OR WANTON RECKLESSNESS OR INTENTIONAL TORTS.


15. COPYRIGHT, PATENT, TRADE SECRET, AND TRADEMARK INDEMNITY.
Subject to the limitations of Section 14, Code 42 will defend you and hold
you harmless against liability upon any claim by any third party that the
Code 42 Products as furnished by Code 42 infringe or violate any copyright,
trademark or trade secret rights of such third party or any patent rights of
such third party under a United States patent issued as of the effective
date of this Agreement, provided that: a) you notify Code 42 promptly in
writing of any notice of any such claim; b) you cooperate with Code 42 in
all reasonable respects in connection with the investigation and defense of
any such claim; c) Code 42 shall have sole control of the defense of any
action on any such claim and all negotiations for its settlement or
compromise; and d) should the Code 42 Products become, or in Code 42's
opinion be likely to become, the subject of a claim of copyright, patent or
trademark infringement or trade secret misappropriation, you will permit
Code 42, at Code 42's option and expense, either to: i) procure for you the
right to continue using the affected Code 42 Products; ii) replace or modify
the same so that it becomes non-infringing; or iii) terminate this Agreement
with respect to such Code 42 Products and refund to you the amount of the
license fees paid to Code 42 for charges for the thirty (30) day billing
cycle during which you notified Code 42 in writing of any such claims. 
Notwithstanding anything herein to the contrary, however, Code 42 shall have
no obligation or liability under any provision of this Section if any
copyright, patent or trademark infringement or trade secret misappropriation
claim is based upon use of an Code 42 Products in a manner other than that
for which it was furnished by Code 42, upon any Code 42 Products which has
been modified by or for you in such a way as to cause it to become
infringing, or upon any trademark or service mark which is not used by Code
42.

16. INDEMNITY BY YOU.  
You will, to the fullest extent permitted by law, indemnify Code 42 against
and hold Code 42 harmless from any and all claims, liabilities, damages,
costs and expenses, including reasonable attorneys' fees in connection with
investigating, defending, or settling any claim relating to or arising out
of any acts or omissions on the part of you which gives rise to claims
against Code 42 by third parties.

17.  U.S. GOVERNMENTAL END USER PURCHASES.  
The purchase and use of Code 42 Products by the U.S. Government is
considered a commercial use by Code 42

18. YOUR OBLIGATIONS.  
You represent and warrant that (a) you are the owner or an authorized user
of the computer and data on which the Code 42 Products are installed or are
used in conjunction with; and (b) you shall use the Code 42 Products only
for lawful purposes, and will comply at all times with all applicable
federal, state, and local laws and regulations applicable to the use of the
same.  You agree not to use any automated or manual process to interfere
with, modify, or attempt to interfere with or modify the Code 42 Products
except to uninstall the same as provided herein.

19. GENERAL PROVISIONS.

a. ENFORCEMENT/CHOICE OF LAW/CHOICE OF FORUM.  Every provision of this
Agreement will be construed, to the extent possible, so as to be valid and
enforceable. If any provision of this Agreement so construed is held by a
court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable, such provision will be deemed severed from this Agreement,
and all other provisions will remain in full force and effect.

b. ENTIRE AGREEMENT/NO WAIVER.  This Agreement sets forth the entire
agreement and understanding between Code 42 and you regarding the subject
matter hereof and supersedes any prior representations, advertisements,
statements, proposals, negotiations, discussions, understandings, or
agreements regarding the same subject matter.  You acknowledge that it has
not been induced to enter into this Agreement by any representations or
statements, oral or written, not expressly contained in this Agreement. 
This Agreement may not be modified or amended except as described herein or
by a separate writing referencing this Agreement and signed by both you and
an authorized representative of Code 42. The failure by Code 42 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, will 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 Code 42 will not be deemed a continuing waiver, but will
apply solely to the instance to which such waiver is directed.  This
Agreement will in all respects be governed by and interpreted, construed and
enforced in accordance with the laws of the United States of America and the
state of Minnesota without respect to its choice of law provisions.  Any
action between the parties will be venued in a state or federal court
situated within the state of Minnesota, and you irrevocably submit yourself
to the personal jurisdiction of such courts for such purpose.

c. CORRECTION OF ERRORS AND INACCURACIES.  This Agreement may contain
typographical errors or other errors or inaccuracies and may not be correct
or current.  Code 42 reserves the right to correct any errors, inaccuracies
or omissions and to change or update this Agreement at any time without
prior notice.  Code 42 does not, however, guarantee that any errors,
inaccuracies or omissions will be corrected.

d. HEADINGS.  The section headings appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or extent of such section or in any way affect such
section.  This Agreement shall not be construed as creating or constituting
any partnership, joint venture or agency relationship between the parties.

e. ASSIGNMENT AND RESALE.  Your rights under this Agreement are not
assignable or transferable. You agree not to resell Code 42 Products or any
portion thereof. This Agreement will be binding upon and inure to the
benefit of the parties and their respective successors and permitted
assigns. No third-party beneficiaries are intended or shall be construed as
created by virtue of this Agreement.

20. QUESTIONS OR ADDITIONAL INFORMATION.
If you have any questions regarding this Agreement or wish to obtain
additional information, please send a letter via U.S. Mail to Code 42 at 12
South 6th Street #1242, Minneapolis, Minnesota 55402.

Last Modified: August 7, 2007.
Copyright 2006-2008, Code 42 Software, Inc.
All Rights Reserved.

