ZNODE SOFTWARE LICENSE AGREEMENT ZNODE, LLC (“ZNODE”) LICENSES THE SOFTWARE AND THE SYSTEM DEFINED AND IDENTIFIED IN THE ACCOMPANYING SOFTWARE DEVELOPMENT AGREEMENT (“DEVELOPMENT AGREEMENT”) TO THE CUSTOMER DESIGNATED THEREIN ONLY UPON THE CONDITION THAT THE CUSTOMER ACCEPTS ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT”). BY ENTERING INTO THE DEVELOPMENT AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE OR THE SYSTEM, THE CUSTOMER AGREES TO ENTER INTO THIS LICENSE AGREEMENT. COPYING OR USE OF THIS SOFTWARE, THE SYSTEM OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTD BY THIS LICENSE AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS LICENSE AGREEMENT AND THE DEVELOPMENT AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE, SYSTEM AND DOCUMENTATION. COPYING OR USING ALL OR ANY PORTION OF THE SOFTWARE, THE SYSTEM OR THE CORRESPONDING USER DOCUMENTATION WITHOUT ENTERING INTO THIS LICENSE AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF ZNODE CONSTITUTES A VIOLATION OF COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS WHICH MAY RESULT IN LIABILITY TO ZNODE FOR DAMAGES AND CRIMINAL PENALTIES. 1. DEFINITIONS. 1.1 “Access” means to use or benefit from using the functionality of the Software, the System or both. 1.2 “Computer” means a single electronic device with one or more central processing units (CPUs) that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions. 1.3 “Customer” means the Customer designated in the Development Agreement. 1.4 “Development Computer” means a single Computer utilized to modify Electronic Storefront code using development software. 1.5 “Electronic Storefront” means single virtual store where products are advertised and online ordering may be available, accessed through a single unique Internet domain and SDL. 1.6 “Install” means to place a copy of the Software onto a hard disk, server, or other storage medium through any means (including without limitation use of an installation utility application accompanying the Software). 1.7 “License Parameters” means the definition and limitation of the applicable license scope in Section 2.2 of this License Agreement. 1.8 “Permitted Number” means the number specified by ZNODE in the applicable User Documentation as applicable to the License Parameters. The Permitted Number is one (1) unless otherwise provided by ZNODE in writing. 1.9 “Production Server” means a network server used for hosting a live production environment for a particular Electronic Storefront which is capable of processing live customer e-commerce transactions. 1.10 “SDL” means one (1) second-level Internet domain. Internet domains utilizing different top-level Internet domain designations (e.g., “.com,” “.net,” “.org,” “.biz,” and “.info”) shall each constitute separate SDL’s. 1.11 “Software” and “System” have the meanings assigned to them in the Development Agreement. 1.12 “Staging Server” means a network server used for final verification by Customer of the Software and the System comprising an Electronic Storefront immediately prior to activating the Electronic Storefront on a Production Server. 1.13 “Test Server” means a network server used by Customer for acceptance testing of the Software and the System comprising an Electronic Storefront. 1.14 “User Documentation” means the explanatory printed or electronic materials that ZNODE makes available together with the Software or the System or after the Customer acquires or Installs the Software or the System, including without limitation, license specifications, activation code, license files, instructions on how to use the Software and the System, and technical specifications. 2. SOFTWARE AND SYSTEM LICENSE. 2.1 Grant of License. ZNODE grants Customer a non-sublicensable, non-exclusive, non-transferable, limited license to use the System and copies of the Software in the jurisdiction in which Customer acquires the System and the Software, in accordance with the applicable User Documentation, within the scope of the following License Parameters. ZNODE’s license grant is conditioned on Customer’s continuous compliance with all license limitations and restrictions described in this License Agreement. If Customer violates any such limitations or restrictions, the license grant will automatically and immediately expire. The license descriptions in this Section 2 define the scope of rights that ZNODE grants to Customer. Any usage of the Software or the System outside the scope of the applicable license grant constitutes an infringement of ZNODE’s intellectual property rights as well as a material breach of this License Agreement. Notwithstanding the foregoing, Customer may transfer the System or the Software to a third party hosting services provider solely for purposes of hosting Customer’s storefront applications. 2.2 License Parameters. ZNODE’s license grant is subject to one or more of the License Parameters defined in this Section 2.2 as specified in the User Documentation. Unless ZNODE expressly specifies or agrees otherwise in the User Documentation or in the Development Agreement, the System and the Software will be governed solely by a “Professional License” as defined in Section 2.2.1. 2.2.1 Professional License. If ZNODE identifies the license grant as a “Professional License” or if the User Documentation does not identify the Software or the System by any of the license designations set forth in Sections 2.2.2 or 2.2.3, Customer may Install and Access one (1) copy of the Software on one (1) individual Development Computer and one (1) Production Server (limited to one (1) Electronic Storefront). 2.2.2 Advanced License. If ZNODE identifies the license as an “Advanced License” in applicable User Documentation, Customer may install and Access one (1) copy of the Software on one (1) individual Development Computer, one (1) Test Server; one (1) Staging Server; and one (1) Production Server (limited to one (1) Electronic Storefront). 2.2.3 Agency License. If ZNODE identifies the license as an “Agency License” in applicable User Documentation, Customer may install and Access the Software on an unlimited number of Development Computers within Customer’s organization, one (1) Test Server, one (1) Staging Server, and one (1) Production Server (limited to two (2 ) Electronic Storefronts). 2.2.4 Enterprise License. If ZNODE identifies the license as an “Enterprise License” in applicable User Documentation, Customer may install and Access the Software on an unlimited number of Development Computers within Customer’s organization and one Production Server. A separate license is required for each processor in a server. For example, a server with 2 processors will require a 2 Processor Enterprise License. 2.3 License Term. Subject to the terms and conditions of this License Agreement, the license to use the Software is perpetual. 2.4 Upgrades. ZNODE may make available additional software that supplements or upgrades the Software or the System. Such supplemental software shall be subject to the terms and conditions of this License Agreement, except Section 5.1 (Limited Warranty), unless otherwise specified at the time of delivery. 2.5 Software Components. The Software and the System are licensed to Customer as a single product, and their respective components may not be separated for distribution or use on more than one (1) Computer or file server unless expressly permitted by ZNODE in the applicable User Documentation. 3. PERMITTED AND PROHIBITED ACTIONS. 3.1 Backup Copy. Regardless of which type of license Customer has acquired, Customer may install one (1) archival (backup) copy of the Software. Such archival copy may not be utilized with any SDL other than the SDL which is the subject of this license (as designated in applicable User Documentation). Such archival copy may not be Installed on another Computer, unless such other Computer is a partitioned drive of a server to which only the user of the active copy of the Software has Access. The archival copy may not be Accessed as long as another copy of the Software is Installed on any Computer. The User Documentation may not be duplicated electronically or copied in any manner. 3.2 Prohibited Actions. ZNODE does not permit any of the following actions, and Customer acknowledges that such actions shall be prohibited: 3.2.1 Use. Customer may not Install, Access or otherwise copy or use the System, the Software or User Documentation except as expressly authorized by this License Agreement and the Development Agreement (in the event of conflict between the terms of this License Agreement and the terms of the Development Agreement, the terms of this License Agreement will be controlling). 3.2.2 Reverse Engineering. Customer may not reverse engineer, decompile, or disassemble the Software. 3.2.3 Transfers. Customer may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or User Documentation, or any rights granted under this License Agreement, to any other person without the written consent of ZNODE. 3.2.4 Hosting or Third Party Use. Except as expressly permitted by Section 2.1, Customer may not Install or Access, or allow the Installation or Access of, the Software over the Internet, including without limitation, use in connection with a Web hosting or similar service, or make the Software available to third parties via the Internet on Customer’s Computer system or otherwise. 3.2.5 Notices. Customer may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation. 3.2.6 Derivative Works. Customer may not create derivative works based on the System, the Software or User Documentation for any purpose. Customer may modify the Software (including the source code underlying the Software) for Customer’s internal purposes in the ordinary course of Customer’s business operations. 3.2.7 Circumvention. Customer may not utilize any equipment, device, software or other means designed to circumvent or remove any form of copy protection used by ZNODE in connection with the System or the Software, or use the System or the Software together with any, authorized code, serial number, or other copy protection device not supplied by ZNODE. 4. ALL RIGHTS RESERVED. Except as expressly provided in this License Agreement, all rights, title ownership and interest, including without limitation copyrights, in and to the System, the Software and User Documentation and any authorized copies made by Customer remain with ZNODE. The structure, organization and code of the Software are valuable trade secrets of ZNODE and Customer shall keep such trade secrets confidential. The Software and User Documentation are licensed, not sold. 5. LIMITED WARRANTY AND DISCLAIMERS. 5.1 Limited Warranty. ZNODE warrants that, as of the date on which the software is delivered by ZNODE and for sixty (60) days thereafter, the System and the Software will provide the features and functions generally described in the User Documentation and that the media on which the Software is furnished, if any, will be free from defects in materials and workmanship, all as determined by ZNODE in ZNODE’s sole and absolute discretion. ZNODE’s entire liability and Customer’s exclusive remedy under the limited warranty provided in this Section 5.1 will be, at ZNODE’s option, to attempt to correct or work around errors (through issuance of upgrades as set forth in Section 2.4 or otherwise), to replace the defective media on which the Software is furnished, if any, or to refund the license fees paid by Customer and terminate this License Agreement. Such refund is subject to the return of defective media, if any, and User Documentation to ZNODE and confirmation by ZNODE of Customer’s compliance with the terms and conditions of this License Agreement and Customer’s payment of such license/development fees, all of which must occur within sixty (60) days from the date of Customer’s receipt of the Software. If ZNODE exercises its option hereunder to attempt to correct errors or to replace defective media, such remedy will be provided during ZNODE’s normal business hours and will be processed within ZNODE’s normal processing and release cycle. 5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN SECTION 5.1 HEREOF, ZNODE MAKES AND CUSTOMER RECEIVES NO EXPRESS WARRANTIES. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SYSTEM OR THE SOFTWARE OR THE FUNCTIONALITY THEREOF IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH CUSTOMER CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. IN ADDITION, ZNODE SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MECHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ZNODE DOES NOT WARRANT THAT THE OPERATION OF THE SYSTEM OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SYSTEM OR THE SOFTWARE HAS ANY SECURITY FEATURES OTHER THAN THOSE EXPRESSLY DESIGNATED IN THE DEVELOPMENT AGREEMENT. 6. LIMITATION OF LIABILITY. IN NO EVENT SHALL ZNODE HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF ZNODE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SYSTEM OR THE SOFTWARE OR THIS LICENSE AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SOFTWARE PRINCIPALLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILTY IN THIS SECTION 6 SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE, EVEN IF ZNODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. 7. INDEMNIFICATION. Customer agrees to indemnify and hold harmless ZNODE, its officers, directors, manager, employees, agents, successors and assigns, from and against any costs, expenses or claims (whether from Customer or third parties) of any kind or nature arising from or relating to Customer’s use of the System or the Software, excepting therefrom claims asserted by Customer under the limited warranty in Section 5.1. 8. GENERAL. 8.1 No Assignment; Insolvency. Except as expressly provided in this License Agreement, this License Agreement and any rights hereunder are non-assignable and any purported assignment shall be void. This License Agreement and the licenses grated hereunder shall terminate without further notice or action by ZNODE if Customer becomes bankrupt or insolvent or makes an arrangement with Customer’s creditors to go into liquidation. 8.2 Choice of Law. This License Agreement and any disputes arising out of or in connection with this License Agreement shall be governed by Ohio law without reference to conflict of laws principles. 8.3 Entire Agreement. This License Agreement, the Development Agreement and the applicable User Documentation constitute the enter agreement between us and supersedes any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and the User Documentation. Any modifications to this License Agreement shall be invalid unless made in a duly-executed writing. 8.4 Severability. If and to the extent that any provision of this License Agreement is held illegal, invalid, or unenforceable, in whole or in part, under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable to the extent of its illegality, invalidity or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way effect the legality, validity, or enforceability of any other provision of this License Agreement in any other jurisdiction. 8.5 Audits. To insure compliance with this License Agreement, Customer agrees that upon reasonable notice, ZNODE or its authorized representative shall have the right to inspect and audit Customer’s Installation, Access and use of the Software and the System. If such inspections or audits disclose that Customer has Installed, Accessed or permitted Access to the Software or the System in a manner that is not permitted under this License Agreement, then ZNODE may terminate this License Agreement immediately, and Customer shall be liable to pay for any unpaid license/development fees as well as reasonable costs for audit. Nothing in this section shall be deemed to limit any legal or equitable remedies available to ZNODE for violation of this License Agreement.