ADVANCED INTELLECT, LLC
DEVELOPER  LICENSE AGREEMENT

NOTICE:	READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU DOWNLOAD, INSTALL OR USE ADVANCED INTELLECT'S PROPRIETARY SOFTWARE.  BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE.


1.  DEFINITIONS

	"AI" means Advanced Intellect LLC, a Wisconsin Limited Liability Company.

	"You and Your" means the party licensing the Software hereunder.

	"Software" means the computer programs in machine readable code provided hereunder by Advanced Intellect together with any documentation provided therewith.

	"Application" means a software application created by a Developer which incorporates the Software.

	"Developer" means an individual or entity which uses the Software to create Applications. 


2.  GRANT OF RIGHTS

	2.1  General

	The License granted under this Agreement is for the sole purpose of licensing the use of the Software, on a per Developer basis, to design, develop and test Applications.  The Software is licensed, not sold, on a non-exclusive basis and AI reserves all rights not expressly granted in this Agreement.  The License is personal to You and may not be assigned by You to any third party.  

	The Software may be used in Applications only if the appropriate license(s) are purchased pursuant  www.aspNetDns.com.  A license must be purchased for each Developer using the Software to create Applications.  Each Developer who is working on a project which includes the Software, even indirectly, must purchase a license hereunder.

	The Software may only be used on systems which are operating properly.  If any computer system is down, the Software may be used on a backup system for that primary computer system on a temporary basis.  You are permitted to make one back-up copy of the Software for archival purposes.

	2.2  License 

	Each Developer who purchases a license pursuant to www.aspNetDns.com has the right to integrate the Software into Applications and may reproduce and distribute the Applications, provided that:
	
	1)	The Software is fully integrated into the Application such that the Application does not compete with the Software or expose the functionality of the Software;

	2)	The Application adds primary and significant functionality to the Software;

	3)	The Software or the source code for the Software is not distributed by itself in any form.

	4)	The Software is not modified and without limitation, includes the original proprietary notices contained therein; 

	5)	Each Application bears a copyright notice in Your name; 

	6)	Each such Application includes the following in its source code: "This Application includes a licensed copy of Software, copyright ©2002 Advanced Intellect LLC.  All rights reserved.  Use of this Software outside of this Application is a violation of the United States and International Copyright Laws and other applicable laws"

	7)	You agree to indemnify, hold harmless and defend AI from and against any claims or lawsuits, including attorney's fees,  that arise as a result from the use or distribution of any Application; 
	
	8)	You do not permit further redistribution of the Application by Your end-user customers;

	9)	You do not permit Your end-users to disassemble, decompile or copy portions of the Application, allowing them to gain separate access to the Software or any parts thereof;

	10)	You do not use AI's name, logo or trademark to market your Application.


3.  EVALUATION EDITIONS

	If AI has provided Evaluation Editions of the Software to You, You may install the Software on as many computers are required to evaluate the Software until the expiration date built into the Software ("Expiration Date").  After the Expiration Date, the Software will cease to function unless you purchase a license from AI for use of the Software.  You agree not to defeat the Software's expiration mechanism or continue using the Software beyond the Expiration Date without paying a license fee.


4.  NOTICES

	You agree to respect and not to remove, modify, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark or legend appearing in the Software or output generated by the Software and to reproduce and include same on each copy of Software.


5.  NO REVERSE ENGINEERING; NO DERIVATIVE WORKS

	You agree not to modify, reverse engineer, adapt, disassemble or decompile the Software, or any portion thereof.  You may not create derivative works based on the Software or any part thereof.  


6.  OWNERSHIP

	You acknowledge that all copies of the Software in any form are the sole property of AI.  You have no right, title or interest to any such Software or copies thereof except as provided in this Agreement.


7.  CONFIDENTIALITY

	7.1	You hereby acknowledge and agreed that the Software constitutes and contains valuable proprietary products and trade secrets of AI, embodying substantial creative efforts and confidential information, ideas, and expressions.  You agree to treat, and take precautions to ensure that your employees and other third parties treat, the Software as confidential in accordance with the confidentiality requirements herein.

	7.2	You agree to keep confidential all confidential information disclosed in accordance herewith, and to protect the confidentiality thereof in the same manner You protect the confidentiality of similar information and data of Your own but, without limitation exercising at least a reasonable degree of care in the protection of confidential information.

	7.3	You acknowledge that the unauthorized use, transfer or disclosure of the Software will: (i) substantially diminish the value to AI of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render inadequate AI's remedy at law for such unauthorized use, disclosure or transfer; and (iii) cause irreparable injury in a short period of time.  If you breach Your obligations with respect to the use or confidentiality of the Software, AI shall be entitled to equitable relief to protect its interests including, but not limited to preliminary and permanent injunctive relief.


8.  PERMITTED USES

	You may only use the Software for its intended purpose and only in the manner intended.  Without limiting the generality of the foregoing, You agree that You will not use the Software to send, forward or in any connection with "SPAM" or electronic junk mail, or in connection with email harvesting.  You may not attempt to correct any errors in the Software or do anything to modify its object or source code.  You may not use the Software in such a manner that may injure the rights of any third party.  You do not have any right to obtain or use the source code of the Software.


9.  LICENSE FEES AND PAYMENT

	In consideration of the license rights granted herein, You shall pay the appropriate license fees to AI, payable in United States funds without deductions for taxes, assessments, fees, charges or setoffs.  Payment of all license fees is due prior to Your first installation of non Evaluation Editions of the Software.


10.  LIMITED WARRANTY

	AI represents and warrants to You that the Software, when properly installed by You, will perform substantially as described in the website located at www.aspnetemail.com for a period of thirty (30) days from the date of Your initial installation of the Software. ("Warranty Period")


11. YOUR SOLE REMEDY FOR BREACH OF LIMITED WARRANTY

	AI's entire liability hereunder and Your exclusive remedy for any matter related hereto shall be, at AI's option, either a) return of the license fee You paid, or b) repair and replacement of the Software upon its return to AI, provided AI receives written notice from You during the Warranty Period of a breach of warranty.  Any replacement Software will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer.


12.  DISCLAIMER OF WARRANTIES

	EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT THE SOFTWARE IS PROVIDED TO YOU "AS IS", AND AI MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE.  WITHOUT LIMITING THE FOREGOING, AI DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  THE LIMITED WARRANTY HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE JURISDICTION TO ANOTHER.


13.  SPECIFIC DISCLAIMER FOR HIGH-RISK ACTIVITIES

	The Software is not designed or intended for use in high-risk activities, including, without limitation, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications; or in the design, construction, operation or maintenance of any nuclear facility.  AI specifically disclaims any express or implied warranty of fitness for such purposes or any other purposes.


14.  LIMITATION OF LIABILITY

	YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH AI IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY AI OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SOFTWARE.  ACCORDINGLY, YOU AGREE THAT AI SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS-OF-PROFIT, LOST SAVINGS, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF A LICENSING OR USE OF THE SOFTWARE.

	The maximum liability of AI to any person, firm or corporation in connection with any license, use or employment of the Software, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to AI by You for the Software whose license or use gives rise to the liability.  The essential purpose of this provision is to limit the potential liability of AI arising out of this Agreement and use of the Software.  The parties acknowledge that the limitations set forth in this paragraph are integral to the amount of consideration paid herein in connection with the license of the Software and that were AI to assume any further liability other than set forth herein, such consideration would have necessity be set substantially higher.

	You are solely responsible for determining the appropriateness of this Software for use in the Application and accept full responsibility for all risks associated with its use.


15.  INDEMNIFICATION

	You agree to defend, indemnify and hold AI and its employees, agents, representatives and assigns harmless from and against any claims, proceedings, damages, injuries, liabilities, costs, attorney's fees relating to or arising out of Your use of the Software or any breach of this Agreement.


16.  EXPORT

	You agree that you will not export or transmit the Software or any Applications, directly or indirectly to any restricted country or in any manner that would violate United States laws and regulations.


17.  TERMINATION

	Your license is effective until terminated.  You may terminate it at any time by destroying the Software or returning all copies of the Software to AI.  Your license will terminate immediately without notice if You breach any of the terms and conditions of this Agreement, including non or incomplete payment of the license fee.  Upon termination of this Agreement for any reason: You will uninstall all copies of the Software; You will immediately cease and desist all use of the Software; and will return all copies of the Software to AI.  

	You agree to indemnify AI for reasonable attorney's fees and costs in enforcing AI's rights under this Agreement.


18.  UPDATES

	AI has the right, but no obligation, to periodically update the Software, at its complete discretion, without the consent or obligation to You or any licensee or user.


19.  AUDIT

	You agree that AI may audit Your use of the Software for compliance with the terms of this Agreement at any time, upon reasonable notice.


20.  INTEGRATION; WAIVER; SEVERABILITY

	All prior agreements or understandings, oral or written, are superseded by this Agreement.  This Agreement may not be supplemented, modified, amended, released or discharged except by a written instrument signed by AI.  All captions and headings are for purposes of convenience and shall not affect the construction or interpretation of any of its provisions.  Any waiver by either party of any default or breach shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kind.  If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.


21.  GOVERNING LAW; JURISDICTION AND VENUE

	The validity, interpretation construction and performance of this Agreement shall be governed by the laws of the State of Wisconsin.  All disputes hereunder shall be resolved in the Wisconsin State Courts of Portage County, Wisconsin (or, if there is exclusive Federal jurisdiction, the United States District Court for the Eastern District of Wisconsin).  You hereby consent to the jurisdiction and venue of such courts, and waive any jurisdiction or venue defenses otherwise available.


22.  TAXES AND OTHER CHARGES

	You are responsible for paying all sales, use, excise valuated or other taxes or governmental charges in addition to freight, insurance and installation charges and import or export duties.


YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
 

































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