HEADLOGIX, INC.

BY CLICKING THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “I ACCEPT” BUTTON BELOW.

THIS IS A LICENSE AND NOT A SALE.  THE MAILOBJECTS SOFTWARE (“SOFTWARE”) CAN BE USED ON YOUR COMPUTER PLATFORM TO ACCESS THE MAILOBJECTS SERVER. THE SOFTWARE IS PROVIDED UNDER THE FOLLOWING LICENSE TERMS AND CONDITIONS WHICH DEFINE WHAT YOU CAN AND CANNOT DO WITH THE SOFTWARE, AS WELL AS CONDITIONS AND LIMITATIONS ON WARRANTIES AND REMEDIES.

1.        HeadLogix, Inc. (“HeadLogix”) grants you a non-exclusive, non-transferable license in the Territory to use copy and install the Software on a single computer solely for the purpose of running the Software and accessing the MailObjects Server.  As used above in this Section 1, “Territory” means the U.S. and anywhere in the world where the Software may be exported in compliance with the terms of Section 6 below. 

2.        You acknowledge and agree that Software and all documentation and other information related thereto or disclosed or delivered to you in relation to this Agreement (“AppSoft’s Information”) represent AppSoft’s or its licensor’s confidential and proprietary information.  You agree to keep AppSoft’s Information confidential by exercising the necessary care required to prevent its disclosure.  Notwithstanding the above, you will not disclose, divulge, distribute, publish, transmit or transfer AppSoft’s Information to any third party or use AppSoft’s Information for any purpose whatsoever other than as expressly authorized by this Agreement.  Your obligations with respect to AppSoft’s Information deemed “trade secret” under applicable law shall remain in effect for as long as AppSoft’s Information remains a trade secret.  Your obligations with respect to AppSoft’s Information that is not deemed to be a trade secret shall remain in effect for a period of three (3) years following your receipt of AppSoft’s Information.

3.       AppSoft and its licensor reserve all rights not expressly granted herein.  Title to the Software including, but not limited to, ownership rights to patents, copyrights and trade secrets therein shall be the exclusive property of licensor, HeadLogix, Inc.  You agree not to (i) modify the Software; (ii) reverse engineer, disassemble or decompile the Software; (iii) remove any proprietary notices appearing in the Software; or (iv) transfer, lease, assign, sub-license, or distribute the Software. 

4.       THE SOFTWARE IS LICENSED TO YOU ON AN “AS IS” BASIS AND APPSOFT AND ITS LICENSOR DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

5.         a)   IN NO EVENT SHALL APPSOFT’S OR ITS LICENSOR’S AGGREGATE LIABILITY UNDER ANY THEORY OF RECOVERY BE MORE THAN THE FEES paid for the software or $100, WHICHEVER IS GREATER.

            b)   APPSOFT AND ITS LICENSOR SHALL NOT BE LIABLE FOR GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION) DAMAGES UNDER ANY THEORY OF RECOVERY, EVEN IF APPSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ANY CLAIMS UNDER THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE DAY UPON WHICH THE EVENTS GIVING RISE TO SUCH LIABILITY OCCURRED.

6.       You shall comply fully with all laws and regulations of the U.S. and other countries relating to the export or import of information (“Export Laws”) to assure that neither the Software, nor any direct products thereof are (i) exported, directly or indirectly, in violation of the Export Laws, or (ii) are used for any purpose prohibited by the Export Laws.  You acknowledge that the Software may include an optional security feature that comprises mass-market encryption software.

7.       Pursuant to 48 C.F.R. 27.405(b)(2)(i) of the Federal Acquisition Regulation (“FAR”) and 48 C.F.R. 227.7202-3 of the Defense Federal Acquisition Regulation Supplement, if the Software is provided in connection with a government contract, then the software is provided with RESTRICTED RIGHTS.  Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause, at 48 C.F.R. 52.227-19 of the FAR or subparagraph (d) of the NASA Supplement to the FAR, at 48 C.F.R. 1852.227-86, as applicable.  Manufacturer is HeadLogix, Inc. Nine Dunwoody Park S, Suite 107, Atlanta, Georgia 30338.

8.       The license rights granted above are effective from the date the Software is installed and continue until the earlier of (a) a material breach which is not cured within thirty (30) days after receipt of written notice of such breach, if curable, (b) upon your election to discontinue use of the Software.  Sections 2, 3, 4, 5, 6, 8 and 9 shall survive termination of your license rights to the Software.  Upon termination of this Agreement for any reason, you shall immediately return the Software and any copies, together with all related documentation to AppSoft, or, at AppSoft’s discretion, you shall permanently destroy all copies of the Software and any related documentation in your possession or control.

9.        This Agreement may not be amended or modified except in a written document signed by you and the authorized representatives of AppSoft.  If any provision of this Agreement is for any reason held unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained herein.  This Agreement shall be governed by the laws of the State of Georgia, without giving effect to its conflict of law rules.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties hereto. This document is written in English and English is the controlling language for this Agreement.  The remedies accorded AppSoft and its licensor in this Agreement are cumulative and in addition to those provided by law.  This Agreement and any orders agreed to in writing by AppSoft shall constitute the sole and exclusive agreement between the parties relating to the subject matter hereof and supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral.