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SEARCH TECHNOLOGIES CORPORATION

ASPIRE SOFTWARE END USER LICENSE AGREEMENT

Thank you for selecting the Aspire software program offered by Search Technologies Corporation (referred to as “STC,” or “we”).  Please review these license terms (the “Agreement”) thoroughly.  This Agreement is a legal agreement between you and STC.  By clicking “I AGREE” indicating acceptance electronically, accessing or using the Software, you agree to these terms.  If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software.

1.  AGREEMENT

1.1 This Agreement describes the terms governing your use of the Aspire software program including content, updates and new releases (collectively, the "Software") and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein.

1.2 An "Affiliate" means all STC companies and subsidiaries that directly or indirectly, control or are controlled by
STC, or are under the common control with STC. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2.  LICENSE GRANT AND RESTRICTIONS

2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted
certain limited rights to install and use the Software, and STC reserves all other rights in the Software not granted to you in writing herein. As long as you comply with this Agreement, STC grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software, as set forth in this Agreement, or in accordance with STC's then-current product discontinuation policies, as updated from time to time, and only for the purposes described by STC for the Software.

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a
manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by STC in writing, you agree you will not:

(A)   Provide access to or give the Software or any part of the Software to any third party;

(B)   Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;

(C   Transfer your license to the Software to any other party without express written permission from STC;

(D)   Attempt unauthorized access to any other STC systems that are not part of the Software;

(E)   Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or

(F)     Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement.

If you violate any of these terms, this Agreement and your license to use the Software may be terminated by STC in its sole discretion.

2.3 STC is constantly innovating in order to provide the best possible experience for its users.  You acknowledge and agree that the form and nature of the Software which STC provides may change from time to time without prior notice to you. 

2.4              As part of this continuing innovation, you acknowledge and agree that STC may stop (permanently or temporarily) providing the Software (or any features within the Software) to you or to users generally at STC’s sole discretion, without prior notice to you.  You may stop using the Software at any time.  You do not need to specifically inform STC when you stop using the Software.

3.  CONTENT

3.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Software.  You agree not use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute data that is not in accordance with the law. STC is not responsible for the Content or data you provide through your use of the Software.

3.2  You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

(A)    Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "f1aming" others, or criminal or civil liability under any local, state, federal or foreign law;

(B)    Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

(C      Except as otherwise permitted by STC in writing, advertisements, solicitations, other unsolicited commercial communication;

(D)    Virus, trojan horse, worm or other disruptive or harmful software or data; and

(E)     Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

3.3              STC may freely use feedback you provide. You agree that STC may use your feedback, suggestions, or
ideas in any way, including in future modifications of the Software, other products or services, advertising or
marketing materials.  You grant STC a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to STC in any way. STC will not sell, publish or share your feedback in a way that could identify you without your explicit permission.


4.  PROPRIETARY RIGHTS

4.1  You acknowledge and agree that STC (or STC’s licensors) own all legal right, title and interest in and to the Software, including any intellectual property rights which subsist in the Software (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

4.2 Unless you have agreed otherwise in writing with STC, nothing in this Agreement gives you a right to use any of STC’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

4.3 STC acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, or transmit on, or through, the Software, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).  Unless you have agreed otherwise in writing with STC, you agree that you are responsible for protecting and enforcing those rights and that STC has no obligation to do so on your behalf.

4.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Software.

4.5 Unless you have been expressly authorized to do so in writing by STC, you agree that in using the Software, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

5.  DISCLAIMER OF WARRANTIES

5.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED "AS IS" AND “AS AVAILABLE.”

5.2  IN PARTICULAR, STC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS,

(B)  YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C)  ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, AND

(D)  THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SOFTWARE PROVIDED TO YOU WILL BE CORRECTED.

5.3  ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

5.4  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM STC OR THROUGH OR FROM THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

5.5  STC FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.

6.  LIMITATION OF LIABILITY AND INDEMNITY

 6.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT STC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A)    ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B)    ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF

(I) ANY CHANGES WHICH STC MAY MAKE TO THE SOFTWARE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SOFTWARE (OR ANY FEATURES WITHIN THE SOFTWARE);

(II)  THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SOFTWARE;

6.2  THE LIMITATIONS ON STC’S LIABILITY TO YOU IN PARAGRAPH 6.1 ABOVE SHALL APPLY WHETHER OR NOT STC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

6.3 You agree to indemnify and hold STC and its Subsidiaries, Affiliates and its Licensors harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). STC reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by STC in the defense of any Claims.

7.0   CHANGES TO THIS AGREEMENT OR THE SOFTWARE  
We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, pricing, technical support options, and other product-related policies. Your continued use of the Software after STC posts or otherwise notifies you of any changes, indicates your agreement to the changes.

8.0 TERMINATION
 The terms of this Agreement will continue to apply until terminated by either you or STC as set out below.

8.1  STC may at any time, terminate its legal agreement with you if:

(A)  You have breached any provision of the terms of this Agreement (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the terms of this Agreement); or

(B)   STC is required to do so by law (for example, where the provision of the Software to you is, or becomes, unlawful); or

(C)   The provision of the Software by STC is, in STC’s opinion, no longer commercially viable.

8.2   Nothing in this Section shall affect STC’s rights regarding the licensing of Software under Section 2 of this Agreement. 

8.3   When this Agreement is terminated, all of the legal rights, obligations and liabilities that you and STC have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 10 shall continue to apply to such rights, obligations and liabilities indefinitely.

9.   EXPORT RESTRICTIONS.
You acknowledge that this Software is subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.

10. GOVERNING LAW AND JURISDICTION
Virginia state law governs this Agreement without regard to its
conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and STC agree to the
exclusive jurisdiction of state courts in Fairfax County, Virginia U.S.A. or federal court for the Northern District
of Virginia. STC does not represent that the Software is appropriate or available for use in all countries. STC
prohibits accessing materials from countries or states where contents are illegal. You are using the Software on your
own initiative and you are responsible for compliance with all applicable laws.

11. GENERAL LEGAL TERMS

11.1  This Agreement is the entire agreement between you and STC with regard to the Software and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter.

11.2  This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 7 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.

11.3  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.4   You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of STC.  However, STC may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by STC or (c) a successor by merger. Any assignment in violation of this Section shall be void.  

11.5  You agree that STC may provide you with notices, including those regarding changes to the terms of this Agreement, by email, regular mail, or postings on the STC website.

11.6  You agree that if STC does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which STC has the benefit of under any applicable law), this will not be taken to be a formal waiver of STC’s rights and that those rights or remedies will still be available to STC.

12. ADDITIONAL TERMS FOR ENTERPRISE USE
12.1  If you are a business entity, then the individual accepting on behalf of the entity (for the avoidance of doubt, for business entities, in this Agreement, "you" means the entity) represents and warrants that he or she has the authority to act on your behalf, that you represent that you are duly authorized to do business in the country or countries where you operate, and that your employees, officers, representatives, and other agents accessing the Software are duly authorized to access the Software and to legally bind you to this Agreement. 

12.2   Subject to the terms and conditions in this Agreement, and in addition to the license grant in Section 2, STC grants you a non-exclusive, non-transferable license to reproduce, distribute, install, and use the Software solely on machines intended for use by your employees, officers, representatives, and agents in connection with your business entity, and provided that their use of the Software will be subject to the terms and conditions of this Agreement.

13. SOFTWARE MAINTENANCE AND SUPPORT
STC is not obligated to provide any technical support or maintenance services to you under this Agreement.  If you wish to receive such services for the Software, please visit www.searchtechnologies.com to purchase an annual maintenance agreement for the Software.

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