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LICENSE AGREEMENT FOR CTDEVELOPING, LLC DESKTOP SOFTWARE

Revised 07/01/2008

THIS IS A CONTRACT between you (either an individual or a single entity) and CTdeveloping, LLC ("Licensor"), the owner of the software which is made available for download on this website or installation from this media, which covers your use of the software and related software components, which may include printed materials and "online" or electronic documentation. All such software and materials are referred to herein as the "Software." "Machine" is defined as any computer, workstation, laptop, personal computer, or other device that supports the installation of Licensor's software. "License" is defined as a limited right of use of a single copy of one of a given Licensor product or product bundle. A "Commercial License" is a License purchased from Licensor or its authorized distributor(s) in which both the Licensor has granted permission to you, the user for the usage of the Software in a commercial, educational, personal, government, or other environment under certain terms (1a) and enables the conversion of a "Demonstration License" to a more complete version of the Software. A "Demonstration License" is a License free freely granted upon download of a Licensor product under certain terms (1b). A "Freeware License" is a license explicitly granted on a subset of Licensor's products under specific terms (1c).

BY CHECKING THE "I ACCEPT" BOX OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT ("YOU") ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE CHECK BOX INDICATING "I DO NOT ACCEPT" MUST BE SELECTED, AND YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

1. Conditions of Use. Licensor grants you a personal, non-exclusive, non-sublicensable, non-transferable right to use the Software (as defined above, including but not limited to all products of Licensor) enclosed on this media or transferred via web download, subject to the terms and conditions of this agreement. You may NOT redistribute the Software without Licensor's prior written consent. You may NOT modify or create derivative copies of the Software for your own use; you may NOT distribute modified or derivative copies of the Software. You may not rent, lease, lend, or in any way distribute or transfer any rights in this Agreement or the Software to third parties without Licensor's prior written approval. All rights not expressly granted to you are retained by Licensor and/or its suppliers. The end user may not copy: (i) the Software, except for one (1) copy solely for backup or archival purposes and only as necessary to use the Product; or (ii) any documentation accompanying the Software. All such copies are the proprietary information of Licensor and its licensors and suppliers and are subject to their copyrights. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software. You may not distribute, share, sell, or in any way use the serial number (if any) enclosed with this software to register or in other ways tamper with the registration of this software. There are three basic types of Licenses granted by Licensor:

    a. Commercial License. By purchasing a Commercial License, you may use the Software for commercial purposes, as well as personal uses. The one (1) serial number enclosed with this product is to be used once and only once to install one (1) copy of the Software on one (1) Machine. For each License and corresponding serial number issued with respect to a given Software, the Software may be installed on ONE (1) Machine for ANY purpose (commercial, personal, education, or other) except where Licensor has specified in writing to the contrary or where prohibited by law. However, a purchaser of a single License may install the corresponding product on up to TWO (2) Machines, if and only if both such Machines are owned and SOLELY used by one and the same SINGLE USER. Neither Machine may be a "shared workstation" (Machine used by more than one user) nor owned by an entity other than a single individual. If one Machine is a shared workstation, then that Machine is the sole computer on which the Software may be installed pursuant to the License. You may (a) use one (1) installation of the Software for commercial purposes on one (1) Machine which is NOT to be accessed by other Machines on a network and (b) charge for support services associated with one (1) installation of the Software.

    b. Demonstration License. By downloading and/or installing a "DEMO" version of the Software, you are hereby granted a Demonstration License. Use of the Software under the Demonstration License may be limited by features, time, or usage. A Demonstration License may NOT be used for commercial purposes. The Demonstration License grants you temporary License for the sole purpose of evaluating the features and services of the Software prior to the purchase of a Commercial License.

    c. Freeware License. By downloading and/or installing "Freeware" Software from Licensor, you are hereby granted a Freeware License. "Freeware" Software is any Software from Licensor explicitly labeled as "Free" by Licensor, excluding free "DEMO" Softwares. For identification, "Freeware" Software can be recognized as Software that usually does not require a serial number for use nor registration. "Freeware" Software from Licensor will always have the word "Free" in the title. Software without the word "Free" in the title is not "Freeware" and is not subject to a Freeware License. Freeware Licenses allow individuals to use the Software for "Personal Use" only, except where explicitly granted by Licensor. COMMERICIAL USE OF A FREEWARE LICENSE IS NOT ALLOWED and will be treated as software piracy. Violators may be prosecuted. "Personal Use" is defined as any non-commercial, non-government, non-educational use.

Any and all other uses SHALL NOT be attempted unless and until written consent has FIRST been given by Licensor. Licensor may grant or withhold such consent in its sole and absolute discretion, for any reason or for no reason stated.

2. No Warranty. The Software is being delivered to you "AS IS" and Licensor and its suppliers make no warranty as to its use or performance. LICENSOR AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE SOFTWARE, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, AND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, OR THEIR EQUIVALENT UNDER THE LAWS OF ANY JURISDICTION. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, YOU AND NOT LICENSOR OR ITS SUPPLIERS ASSUME THE ENTIRE COST OF ANY SERVICE OR REPAIR. IN ADDITION, LICENSOR DOES NOT WARRANT OR GUARANTEE THAT YOU WILL BE ABLE TO ACCESS THE SOFTWARE AT ALL TIMES. YOU UNDERSTAND, ASSUME THE RISK AND ACKNOWEDGE THAT INTERNET CONGESTION, OUTAGES, MAINTENANCE, DOWNTIME AND OTHER INTERRUPTIONS (WHETHER AT LICENSOR'S PLACE OF BUSINESS OR ELSEWHERE) MAY INTERFERE AT TIMES WITH YOUR ABILITY TO ACCESS AND USE THE SOFTWARE.

3. Limitation of Liability. IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY GENERAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OR ANY LOSS OF REVENUE, DATA, USE, OR PROFITS, WHETHER ARISING OUT OF THE LICENSE OR OTHERWWISE, EVEN IF A LICENSOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY. You are not and will not be entitled to receive damages of any kind, fees, expenses, costs, any other sum, injunctive relief, or any form of legal or equitable relief from Licensor or its suppliers for any cause or reason relating to the License, the Software, the Services or this agreement. Some States do not allow the exclusion or limitation of incidental or consequential damages, or the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you.

4. Indemnification. You agree to indemnify and hold Licensor, parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Software, or the infringement by you, of any intellectual property or other right of any person or entity.

5. Termination. Either Licensor or you may terminate this Agreement at any time. Without limiting the foregoing, Licensor shall have the right to immediately terminate this agreement at any time in the event of any breach by you of this Agreement. In such event, you must destroy or return to Licensor all copies of the Software that you have received from Licensor or made pursuant to this Agreement.

6. CHANGES TO TERMS. LICENSOR RESERVES THE RIGHT TO MAKE UPDATES, SUPPLEMENTS OR OTHER MODIFICATIONS TO THE TERMS OF THIS AGREEMENT FOR USE WITH EXISTING OR FUTURE SOFTWARE, UPDATES, OR SUPPORT CONTRACTS (COLLECTIVELY, "UPDATES"). AT ALL TIMES WHILE THIS AGREEMENT IS IN EFFECT, YOU AGREE TO PROVIDE LICENSOR WITH YOUR CURRENT EMAIL ADDRESS AND OTHER CONTACT INFORMATION. YOU HEREBY AGREE THAT, FROM AND AFTER LICENSOR'S ISSUANCE TO YOU OF AN EMAIL NOTICE (SENT TO THE EMAIL ADDRESS LAST RECEIVED BY LICENSOR FROM YOU OR, IN LICENSOR'S SOLE DISCRETION, OTHER FORM OF NOTICE) OF UPDATES TO THIS AGREEMENT, YOU AGREE TO BE THEREAFTER BOUND TO EACH OF SUCH UPDATES IN CONNECTION WITH AND AS A CONDITION OF YOUR FURTHER USE OF THE LICENSE, AS MODIFIED AND POSTED ON LICENSOR'S WEBSITE (HTTP://CTDEVELOPING.COM) RESPECTING ALL OF SUCH SOFTWARE, UPDATES, AND/OR SUPPORT CONTRACTS. YOUR NON-TERMINATION OR CONTINUED USE OF THE SOFTWARE AFTER THE FOREGOING NOTICE HAS BEEN ISSUED TO YOU BY LICENSOR CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AS MODIFIED BY ALL UPDATES THEN POSTED ON LICENSOR'S WEBSITE.

7. Use of Software. By agreeing to this License Agreement for the aforementioned Software, you agree to NOT use the Software or any of the Licensor's products in order to directly or indirectly violate any current laws or statutes in place. This includes but is NOT limited to the violation of copyright agreements and the altercation of protected documents. In short, do not violate the copyrights of others and do not alter legal documents. By agreeing to this Agreement, you release Licensor from all legal liability for all actions taken while using this software and accept full responsibility for all legal discrepancies. You may not reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Software.

8. United States Government Users. For United States Government users, the Software and associated documentation are deemed to be "commercial computer software" and "commercial computer documentation," respectively, pursuant to DFAR § 227.7202 and FAR § 12.212(b), as applicable. Use, duplication or disclosure of the Software licensed by this Agreement and any derivative works, as defined by the Copyright Act of 1976 as amended, developed under this Agreement, and any associated documentation or derivative works thereof, are subject to the restricted rights set forth in the DFAR and FAR, above.

9. Ownership of Software and Services. The Licensor and/or its suppliers shall retain sole and exclusive ownership of all right, title and interest in and to the Software and Services. All rights not expressly granted hereunder are reserved by the Licensor and/or its suppliers. This agreement transfers to You neither title nor any proprietary or intellectual property rights in or to the Software, or any updates or derivative works thereto, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, excepting only the rights expressly granted by this agreement. You may not, and You agree not to modify, reverse-engineer, decompile, dissemble, reproduce, duplicate, copy, sell, resell or exploit for any purposes, the Software or Services or any portion thereof. Certain of Licensor's suppliers are intended third party beneficiaries of this License and are entitled to enforce it in their own name directly against you.

10. Governing Law. This Agreement will be governed by international treaty provisions and the laws of the United States and the State of California, excluding the application of its conflicts of law rules. You consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Diego, California (USA). Licensor and/or its suppliers are entitled to enforce this Agreement in its own name directly against you, the end user.

11. General. This Agreement constitutes the entire understanding of the parties and revokes and supersedes all prior agreements, oral or written, between them and may not be modified or amended except in a writing signed by both parties hereto which specifically refers to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith. If any one or more provisions contained in this Agreement are held by any court or tribunal to be invalid, illegal, or otherwise unenforceable, each and every other provision shall remain in full force and effect.

12. Contact Information. If you have any questions about this Agreement, or if you want to contact Licensor for any reason, please direct all correspondence to us via our website at http://www.ctdeveloping.com/contact/.

13. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LICENSOR RESPECTING THE SOFTWARE AND SERVICES, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LICENSOR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES OR AS OTHERWISE PROVIDED HEREIN.

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