SelectSurvey.NET Enterprise License Agreement Software License Agreement and Limited Warranty Classapps.com an Atomic Design, LLC company 7111 W. 151st Street, Suite 338 Overland Park, KS 66223 1-800-774-4876 (toll free) 1-913-400-2907 (outside US) 1-800-774-4876 fax License PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING AND OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. 1. General. The ClassApps software, and any third party software, and any documentation accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the “SelectSurvey”) are licensed, not sold, to you by ClassApps (“Licensor”) for use only under the terms of this License, and Licensor reserves all rights not expressly granted to Licensee. The rights granted herein are limited to ClassApps and its' intellectual property rights in the ClassApps software and do not include any other patents or intellectual property rights. Licensee owns the media on which the ClassApps software is recorded but Licensor retains ownership of the Software itself. The terms of this License will govern any software upgrades provided by ClassApps that replace and/or supplement the original ClassApps Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. Title and intellectual property rights in and to any content displayed by or accessed through the Licensor Software belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you. 2. Permitted License Uses and Restrictions. A. Licensee may provide create, manage, maintain, and deploy rights and access only to Licensees' employees and contractors. B. Licensee may install SelectSurvey only on the Licensee's computer(s). C. Licensee may have only 7 ( seven ) installations of SelectSurvey in production / live at any given time. D. Licensee may have a test as well as a development installation of SelectSurvey. E. Licensee may remove all branding of Licensor and or SelectSurvey from the application and may rebrand with Licensees brand with the exception of the ClassApps.com branding and "Powered by SelectSurvey.NET version" on the bottom bar of the application. F. Licensee may integrate SelectSurvey into their software / website. G. Licensee may NOT provide create, manage, maintain, and deploy access to anyone other than their employees and full time contractors to the SelectSurvey software and must take all reasonable measures to prevent this occurrence. H. Licensee may modify the source code in any manner if they have purchased the source code license as long as these modifications do not conflict with any of the stated restrictions in this license. I. Licensee may NOT resell any modifications to the source code. J. Licensee may NOT transfer license to anyone without prior written permission of ClassApps.com. K. Licensee may make one copy of the Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. L. Licensee may with prior written approval use ClassApp’s name, logo, and trademarks to market their services. M. Licensee shall not remove or alter any copyright notices or proprietary legends affixed by Licensor to the Software. 3. Proprietary information. The User understands that the Software contains private or proprietary information, including proprietary algorithms protected by copyright. The User understands that during the course of installing, modifying or using the Software, he or she may be exposed to proprietary algorithms, and agrees that this information is the property of Licensor, and may not be disclosed by the Licensee or used for other purposes without the express written consent of Licensor. This clause specifically excludes non-executable data files containing materials not owned by Licensor. 4. Maintenance: Customer hereby acknowledges and agrees that Customer shall solely be responsible for acquiring, installing, implementing, updating, upgrading, maintaining and replacing the System and all Third Party Technology for any reason, including (without limitation) for Updates or correction of Defects, including (without limitation) all costs, fees, taxes and payments in connection therewith or related thereto. 5. Indemnification: Licensor shall defend, indemnify and hold harmless Licensee (including employees, consultants, agents, and subcontractors of Licensee) against any liability arising from the negligence of Licensor or any claim by any third party against Licensee for claimed violations of trade secrets, proprietary information, trademark, copyright or any patent rights resulting from Licensee's use of the Licensed Software. If Licensee's quiet enjoyment and use of the Software is disrupted as a result of a third party claim, Licensor shall perform one or all of the following actions within one year of the date such third party's claim is discovered by Licensee: (1) Replacement: Replace the Software by implementing on the Computer a non-infringing software product of equivalent functional and performance capability of the Software; (2) Modification: Modify the Software to avoid the infringement without eliminating the functional and performance capabilities of the Software as described in the Documentation; (3) Obtain License: Obtain a license from the third party claiming infringement for Licensee's use of the Software. Licensee agrees to indemnify, hold harmless, and defend Licensor from and against any third party claims or lawsuits, including reasonable attorney's fees, to the extent arising or resulting from Licensee material breach of your obligations under this agreement. 6. Limitation of Damages: Licensor shall not be liable for any lost profits, or incidental or consequential damages resulting from, or arising out of, implementation, access or use of the Software or Documentation by Licensee. Licensor shall not be liable for any failure to perform its obligations under this License because of circumstances beyond the control of Licensor, which such circumstances shall include (without limitation) natural disaster, terrorism, labor disputes, war, declarations of governments, transportation delays, failure of the Computer, telecommunications failure and misuse of the Software or Documentation by Licensee 7. Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and or copies thereof will (i) substantially diminish the value to Licensor of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render Licensor’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software, Licensor shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 8. Audit. Licensor shall have the right to perform or have a Licensee perform, verification of compliance with license. Licensee shall cooperate with Licensor in performing the Verification of license and shall provide Licensor all information, support and assistance requested by Licensor for purposes of performing the Verification of license compliance. 9. Waiver: Waiver of breach of this License shall not constitute waiver of another breach. Failing to enforce a provision of this License shall not constitute a waiver or create an estoppel from enforcing such provision. 10. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Licensor if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the SelectSurvey Software and destroy all copies, full or partial, of the SelectSurvey Software and shall provide Licensor with a certificate of compliance signed by an authorized representative of Licensee. End user licenses properly granted pursuant to this Agreement and prior to termination of this Agreement shall not be diminished or abridged by the termination of this Agreement. 11. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Missouri, as applied to agreements entered into and to be performed entirely within Missouri between Missouri residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. 12. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Licensor Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Licensor. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.