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END-USER LICENSE AGREEMENT (EULA)


IMPORTANT--READ CAREFULLY:

This End-User License Agreement ("Agreement") is a legal contract between you, the person or company being licensed to use the Software herein ("Licensee"), and Soholaunch.com, Inc. ("Soholaunch" or "Vendor") or its authorized distributor or provider ("Vendor"), to license Soholaunch�'s website tools, which include computer software and associated user�s guides and documentation (hereinafter collectively referred to as the "Software").

BY CLICKING THE "I ACCEPT" BUTTON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, SELECT THE "CANCEL" BUTTON BELOW AND EXIT NOW. DO NOT INSTALL, COPY, OR OTHERWISE USE THE SOFTWARE.

1. License. Subject to the terms of this Agreement and full payment of the applicable license and maintenance fees, Vendor hereby grants Licensee a personal, non-exclusive, non-assignable, and non-transferrable license to install and use the Software to establish a single website for use by a single client at a single URL and a single-server IP address. A separate license is required for each additional website established using the Software, and the Licensee may not use the Software to establish any new websites subsequent to the website initially established pursuant to the Agreement herein, whether for a new client or at a new URL address, without first obtaining a new license from, and the express written consent of, the Vendor.

2. Sublicensing Rights. There are no rights granted to Licensee under this Agreement to sublicense the Software or otherwise make the software available to any third party.

3. Modifications to the Software. Subject to the terms and conditions of this Agreement, Licensee may alter and/or modify certain portions of the Software in accordance with the terms set forth herein. Licensee agrees not to remove, alter, and/or modify any portion of the Software that is identified in the source code with a notice or comment tag requiring that that portion of the code not be modified. Licensee agrees and acknowledges that any alteration or modification of the Software: (a) is made and used at Licensee's own risk; (b) may be used only by Licensee for Licensee�s internal purposes in accordance with the limited purposes set forth in this Agreement; and, (c) may not directly or indirectly be sold, resold, licensed, distributed or otherwise transferred to any third party or parties. This prohibition applies to both altered Soholaunch or Vendor code and any new code developed specifically for use with the Software. The foregoing restrictions shall survive the termination or expiration of this License.

4. Member Area. Subject to the terms of this Agreement and the Terms of Use at the Member Area of the Soholaunch.com Website ("the Member Area") and full payment of any applicable license and maintenance fees, Licensee will be permitted access to the Member Area of Soholaunch'�s website for a limited period of time following Licensee�s agreement to the terms of this Agreement. Thereafter, access to the Member Area is subject to Licensee�s purchase of annual maintenance. In the Member Area, you may download updates of the Software, as well as member submitted files, bug fixes, and programming fixes. Soholaunch or its distributors or providers may also "push" information to a display section of the Main Menu of the tool upon client login. New versions of the Software and certain downloadable features may require payment of additional fees. Except as specified herein and unless otherwise agreed in writing by the parties, Vendor is not obligated to provide training, maintenance or support of any kind for the Software. In its sole discretion and at any time, Vendor may discontinue the Member Area, or any service or feature available through the Member Area.

5. License Restrictions. Licensee may not: (a) reproduce or distribute all or any portion of the Software to any third party; (b) remove any proprietary notices from the Software or any copy thereof; (c) sell, assign, rent, transfer, distribute, act as a service bureau, or grant rights in the Software to any other person without the prior written consent of the Vendor; (d) export or re-export the Software in violation of U.S. export laws; (e) use the Software for any commercial purpose for the benefit of any third party; or, (f) use the Software or any related services to develop, generate, transmit or store information that: (i) infringes any third party's intellectual property or other proprietary right; or (ii) is illegal; or, (g) place any logos or branding items in any of the end user facing menu screens generated by the Software other than the brand associated with the registered trademarks of Soholaunch.

6. Delivery and Installation. Unless otherwise agreed by Vendor in writing, Licensee is solely responsible for delivery and installation of the Software. Licensee may complete delivery and installation of the Software by accessing the Member Area of the Vendor website. Upon receipt of full payment, Vendor will e-mail Licensee a license number and password that will enable Licensee to access the Member Area.

7. Copies. Licensee may make a single copy of the Software for archival purposes and may use such copy only when the original copy is not in use. Licensee may not use the Software on more than one server or allow concurrent use of the Software with any third party.

8. Copyright and Other Proprietary Rights. The Software is protected by copyright and other laws, and all intellectual property rights in the Software belong to Soholaunch. Except as provided in Sections 1 and 7 herein, copying or storing the Software is expressly prohibited unless Licensee obtains prior written permission from Soholaunch. Except for the limited license granted to Licensee, Soholaunch reserves all right, title and interest to the Software and all associated icons and graphics, as well as the SOHOLAUNCH trademarks ("the Vendor Marks"). Title to and ownership of the Software and the Vendor Marks, including without limitation all intellectual property rights therein, shall remain the exclusive property of Soholaunch.

9. Termination. Vendor may terminate this Agreement if Licensee fails to comply with the terms of this Agreement or any applicable agreement relating to professional or other services Vendor may provide to Licensee. Licensee may terminate this Agreement at any time by destroying or removing from all hard drives, networks, and other storage media all copies of the Software. Upon any termination, Licensee must remove the Software from its computer equipment and destroy all originals and copies of the Software in its possession. The provisions of Sections 3, 5, 8, 12, 13, 14, and 15 herein shall survive any termination of this Agreement and shall be effective in accordance with their terms.

10. Disclaimer of Warranties. THE SOFTWARE HEREIN IS LICENSED AND PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND LICENSEE ASSUMES ALL RISK WITH REGARD TO ITS INSTALLATION, CONFIGURATION AND USE. THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY VENDOR, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. FURTHER, VENDOR DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, ACCURATE, COMPLETE, OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SOFTWARE AND ANY ASSOCIATED SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

11. Limitation on Liability and Disclaimer of Consequential Damages. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF THE SOFTWARE. IN NO EVENT SHALL VENDOR BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED, PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR PERFORMANCE OF ANY RELATED SERVICES, EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VENDOR'S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO VENDOR FOR THE USE OF THE SOFTWARE. LICENSEE HEREBY RELEASES VENDOR FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

12. Government Uses. The Software Application and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252-227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

13. Export Controls. The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Software to countries or persons prohibited under the export control laws. By downloading the Software, you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export or re-export of the Software.

14. Submissions. Should Licensee decide to transmit to Vendor'�s website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, Licensee agrees such submissions are unrestricted and shall be deemed non-confidential and Licensee automatically grants the Vendor and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

15. Licensee acknowledges that upon access of the Software by an end user, the following information is transmitted from Licensee�s server(s) back to Soholaunch: Software Serial Number, IP address, Domain Name, Server Software Type, Owner�s Name, Owner�s Email Address and other information used for tracking compliance with the terms of this Agreement. Licensee grants Soholaunch the right to use such information for licensing compliance. Licensee agrees to cease using and to disable any Software that is found to be not in compliance with this Agreement including nonpayment according to the terms under which the Software was licensed by Licensee or by Vendor and grants Soholaunch and Vendor the right to disable Licensee�s and/or Licensee�s customer�s client�s access to any such Software and holds Soholaunch and Vendor harmless against any claim related to such account termination or interruption to Licensee�s website.

16. General Terms. This Agreement is governed by the laws of the State of Georgia (USA). THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (CISG); rather, such rights and obligations shall be governed by and construed under the laws of the State of Georgia (USA), without reference to conflict of laws principles. Any dispute, controversy or claim arising under, out of or relating to this Agreement and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be referred to and finally determined by arbitration in accordance with the American Arbitration Association, Commercial Arbitration Rules. The arbitral tribunal shall consist of one arbitrator. The place of arbitration shall be Atlanta, Georgia. The language to be used in the arbitral proceedings shall be English. The governing law of the arbitration shall be as set forth in this Agreement. All decisions of the arbitrator shall be in writing and include findings of fact and conclusions of law. Except where otherwise expressly specified within this Agreement, the rights and remedies granted to a party under this Agreement are cumulative and in addition to and not in lieu of any other rights or remedies which such party may be entitled to hereunder, at law or in equity. If any provision of this Agreement is found to be invalid by any Court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or another term. This Agreement constitutes the entire Agreement between Licensee and the Vendor with respect to this transaction. Any changes to this Agreement must be made in writing, signed by an authorized representative of the Vendor.

(C)Copyright 1999-2006 Soholaunch.com, Inc. All rights reserved.
SOHOLAUNCH END-USER LICENSE AGREEMENT (EULA)