Mapopolis License Agreement - Mapopolis Binary Code License

1. General Description. This binary code license ("License") contains rights and restrictions associated with use of the accompanying Mapopolis software and all included documentation ("Software"). The term "Software" shall include any upgrades, modifications and new versions of the Software furnished or sold by Licensor to Licensee. Read the License carefully before installing the Software. By installing, copying, or otherwise using Software, you agree to be bound by the terms of this Agreement and to comply strictly with the terms and conditions of this License. If you do not agree with the terms of this license, you may not use the Software but should promptly return the Software to Mapopolis, Inc. or the distributor for a refund.

2. Limited License Grant. Mapopolis, Inc. ("Licensor") grants to you ("Licensee") a non-exclusive, non-assignable, non-transferable limited license to use the Software.

3. No Modification. Licensee may not modify the Mapopolis files or executables.

4. Further Restrictions. Software is confidential copyrighted information of Mapopolis, Inc. and title to all copies is retained by Mapopolis, Inc.. Software may not be leased, rented, assigned, or sublicensed, in whole or in part. Licensee warrants that it will not use or redistribute the Software against the provisions of this license agreement.

5. Compliance with Other Agreements. Licensee accepts full responsibility for use of the Software including, but not limited to, acceptance of full responsibility pursuant to third party software and licensing agreements regarding the use of the Software to modify, examine, or otherwise process such third party software.

6. Disclaimer of Warranty. The Software is provided "AS IS," without any warranty or representation of any kind. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.

7. Limitation of Liability. MAPOPOLIS, INC. SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, IN NO EVENT WILL MAPOPOLIS, INC. BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF MAPOPOLIS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Termination. Licensee may terminate this License at any time by destroying all copies of Software. This License will terminate immediately without notice from Mapopolis, Inc. if Licensee fails to comply with any provision of this License. Upon such termination, Licensee must destroy all copies of Software.

9. U.S. Export Regulations. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Software may not be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial Orders.

10. Governing Law, Jurisdiction and Venue. Any action related to this License will be governed by Ohio law and controlling U.S. federal law. Jurisdiction and venue for any action arising hereunder shall lie in the Courts of Common Pleas, Cuyahoga County, Ohio or federal courts situated in the Northern District of Ohio, Eastern Division.

11. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Licensor or its licensors, Licensor reserves the right to terminate the License and refund the fee paid by Licensee, if any. Such refund shall be Licensee's sole and exclusive remedy.

12. No Waiver. No waiver by Licensor of any breach of any provision of this Agreement shall be effective unless in a writing signed by Licensor. No waiver shall constitute a continuing waiver unless expressly provided in the writing signed by Licensor.

13. UCC Applicability. To the extent the provisions of this License are not inconsistent therewith, this License shall be governed by the Uniform Commercial Code as adopted in Ohio.

14. Entire Agreement. This License constitutes the entire agreement between the parties respecting the subject matter hereof and thereof, and supersedes all previous proposals, negotiations, representations, warranties, commitments, writings and communications between parties. The terms of this License shall prevail regardless of any variance with the terms of any other document or writing between the parties.