This End-User Software License Agreement (the "Agreement") is a legal agreement between you (either an individual or a single entity) and StudioPlus Software, LLC ("StudioPlus") for the StudioPlus software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation, as well as any enhancements, modifications or upgrades that may be offered to licensed end users as specified herein  (collectively, the SOFTWARE PRODUCT).  By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this Agreement.  If you do not agree to the terms of this Agreement, do not install or use the SOFTWARE PRODUCT; you may, however, return it to the source for a full refund.

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyrights laws and international copyright treaties, as well as other intellectual property laws and treaties.  The SOFTWARE PRODUCT is licensed, not sold.  The license granted under this Agreement is perpetual, nonexclusive and nontransferable, except as provided in Section 3.

1.  GRANT OF LICENSE. 

Following full payment of the applicable license fees and registration and activation with StudioPlus, this Agreement grants you either of the following rights:

Single User License.  You may install and use one copy of the SOFTWARE PRODUCT, or any prior version for the same operating system, on a single computer. You must acquire and dedicate a separate single user license for each separate computer on which the SOFTWARE PRODUCT is installed, and the SOFTWARE PRODUCT may not be shared or used concurrently on different computers, and cannot be accessible via network, remote access or similar means.

Network License.  You may install the SOFTWARE PRODUCT, or any prior version for the same operating system, on multiple computers connected to your internal network.  You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to install or run the SOFTWARE PRODUCT on your other computers over an internal network.  You are not limited to the number of computers to which the software may be loaded upon, however, you are limited to the specified number of licensed users that may be running the SOFTWARE PRODUCT.  Network license increases may be acquired by obtaining a new key card from StudioPlus.

2.  OTHER VERSIONS OF SOFTWARE.

Beta Software.  If the SOFTWARE PRODUCT is labeled "Beta" (on the “About” screen in the “Help” menu), then, notwithstanding other sections of the Agreement, you shall have 30 days to use the SOFTWARE PRODUCT and to provide feedback to StudioPlus regarding the use of the SOFTWARE PRODUCT.  After 30 days, the Beta license shall terminate unless you contact StudioPlus before the end of the 30 day period and StudioPlus agrees to extend the term of the Beta license, or to offer you a different license.  There is no cost to you for using the SOFTWARE PRODUCT under a Beta license.

Not for Resale Software.  If the SOFTWARE PRODUCT is labeled "Not for Resale" or "NFR," then, notwithstanding other sections of the Agreement, you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Limitations on Use; Operating Requirements. In exchange for the rights to licensed use of the SOFTWARE PRODUCT, you agree not to copy, modify, reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is specifically designed for operation on certain operating systems and for use with certain minimum hardware specifications, all of which are available from StudioPlus, or at www.StudioPlusSoftware.com.

Separation of Components.  The SOFTWARE PRODUCT is licensed as a single product.  Its component parts may not be separated for use on more than one computer.

Rental.  Except as may be pre-authorized in writing by StudioPlus, you may not rent, lease, or lend the SOFTWARE PRODUCT, or use it to provide any service bureau or similar services to any third parties.

Optional Support Services.  Upon your request, StudioPlus may provide you with certain optional telephone support, maintenance, or error correction services related to the SOFTWARE PRODUCT (Support Services).  Support Services are provided under and governed by the then-current StudioPlus policies and programs, which are available at www.StudioPlusSoftware.com, and are subject at all times to prepayment of the applicable Support Services fees.  Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this Agreement.  With respect to technical information you provide to StudioPlus as part of the Support Services, StudioPlus may use such information for its business purposes, including for product support and development.  StudioPlus will not utilize such technical information in a form that personally identifies you.

Software Transfer.  You may permanently transfer all of your rights under this Agreement to a successor to your entire business, and, provided that:       (a) you retain no copies, excerpts, documentation or related materials; (b) you transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this Agreement, and, if applicable, the Certificate of Authenticity); (c) the recipient agrees to the terms of this Agreement in writing, and provides a signed copy of such agreement to StudioPlus on its then-current transfer forms prior to such transfer; and (d) Studio Plus's then-current transfer fee (which will in no event exceed 25% of the then-current license fee .  If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT.

Applicable Laws. Your possession and use of the SOFTWARE PRODUCT is subject at all times to your compliance with all security, export and other applicable laws of the United States of America and any applicable foreign countries.

Termination.  This Agreement will remain in effect until terminated. The parties may terminate this Agreement at any time by mutual written agreement. Without prejudice to any other rights, StudioPlus may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement.  Upon any termination, you must destroy or return to Studio Plus all copies of the SOFTWARE PRODUCT and all of its component parts.

4.   UPGRADES.

If the SOFTWARE PRODUCT is enhanced or otherwise modified, it will be labeled as an upgrade In order to use any upgraded version of the SOFTWARE PRODUCT, you must be properly licensed by StudioPlus, and must have paid the applicable upgrade fees, or have been granted such use as part of a then-current support agreement.  A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade.  You may use the resulting upgraded product only in accordance with the terms of this Agreement.  If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single package and may not be separated for use on more than one computer.

5.   COPYRIGHT. 

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by StudioPlus or its suppliers.  The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions.  Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for backup for archival purposes.  You may not copy the printed materials accompanying the SOFTWARE PRODUCT.

6.   DUAL-MEDIA SOFTWARE. 

You may receive the SOFTWARE PRODUCT in more than one medium.  Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single computer.  You may not use or install the other medium on another computer.  You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the SOFTWARE PRODUCT.

7.  LIMITED WARRANTY; LIMITATION OF LIABILITY AND REMEDIES. 

ALL OF STUDIO PLUS'S WARRANTIES AND ITS ENTIRE LIABILITY WITH RESPECT TO THE SOFTWARE PRODUCT IS AS FOLLOWS;

StudioPlus warrants only that it owns the SOFTWARE PRODUCT, and that the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of your initial receipt of the SOFTWARE PRODUCT in any form or version.

StudioPlus and its suppliers' entire liability and your exclusive remedy for breach of the aforementioned limited warranty shall be, at StudioPlus' option, either (a) return of the license fees paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet StudioPlus' Limited Warranty and which is returned to StudioPlus with a copy of your receipt.  This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from any accident, abuse, third party modification or other misapplication.  Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.  Outside the United States, neither these remedies nor any product support services offered by StudioPlus are available without proof of purchase from an authorized international source.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SET FORTH ABOVE, STUDIOPLUS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE PRODUCT. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.  Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.  To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days.

IN EXCHANGE FOR THE LICENSE AND RIGHTS GRANTED HEREUNDER, YOU FURTHER AGREE THAT,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STUDIOPLUS OR ITS SUPPLIERS SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF STUDIOPLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, STUDIOPLUS'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S. $100.00.

HOWEVER, IF YOU HAVE ENTERED INTO A STUDIOPLUS SUPPORT SERVICES AGREEMENT, STUDIOPLUS'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.  BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

You acknowledge that the SOFTWARE PRODUCT would not have been made available, or would have been made available at significantly higher license fees in absence of these warranty limitations and damage exclusions.    

8.   GOVERNING LAW: JURISDICTION AND VENUE

This Agreement is being offered under, and will be governed by the internal laws of the State of Minnesota, without regard for conflicts of law principles.  By entering into this Agreement, you irrevocably consent to the jurisdiction and venue of the applicable courts located in Ramsey County, Minnesota, and agree that any disputes or claims arising hereunder will be brought in such courts.8.

9.   GENERAL

This Agreement (and any Support Services agreement then in force) constitutes the entire agreement and understanding between the parties regarding the subject matter, and supersedes all prior oral or written agreements or understandings. This Agreement may only be waived or otherwise modified by a written addendum signed by the authorized representatives of the parties.  

In the event a court of competent jurisdiction determines that any portion of this Agreement is invalid or unenforceable, such a finding shall not invalidate the remainder of this Agreement, which will remain in full force and effect.

You agree that any breach or violation of this Agreement involving the unauthorized use or disclosure of confidential or proprietary information or materials is likely to result in irreparable harm to StudioPlus, and that in such event, that StudioPlus will be entitled to obtain a court order enjoining you from such conduct.

In the event any lawsuit or other enforcement action is undertaken to enforce StudioPlus' rights hereunder, you agree to reimburse Studio Plus for its reasonable attorney’s fees and other costs incurred in enforcing such rights.