ICESOFT COMMERCIAL SOURCE CODE LICENSE V 1.0

THIS LICENSE AGREEMENT ("Agreement") is made and entered into between ICEsoft Technologies Inc. ("ICEsoft"), and the individual and organization procuring from ICEsoft a particular product or subscription entitling access the Licensed Software ("Customer"). By downloading or otherwise accessing or using the software covered under this license ("Licensed Software") from ICEsoft, the Customer agrees to the following terms and conditions. If the Customer does not agree with such terms and conditions, the Customer should not download or install the software.

1. DEVELOPMENT LICENSE GRANT: Subject to the terms and conditions of this Agreement, ICEsoft hereby grants to Customer a perpetual, restricted, non-transferable, non-exclusive, development license: (i) to use and modify the Licensed Software in both source code and binary code formats; and (ii) to reproduce the Licensed Software for archive purposes, consistent with Customer's standard archive procedures.


2. DEPLOYMENT LICENSE GRANT: Subject to the terms and conditions of this Agreement, ICEsoft grants to Customer a non-exclusive, restricted, non-transferable, royalty free perpetual license: (i) to reproduce an unlimited number of copies of the Licensed Software, solely in Object Code; and (ii) to distribute such copies to Third Party Customers worldwide, through multiple tiers of distribution subject to the restrictions below.


3. RESTRICTIONS: Except as expressly permitted by this Agreement, Customer may not: (i) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign, or transfer any rights in or grant a security interest in the Licensed Software, (ii) use or deploy the Licensed Software except in association with the application identified by the Customer during the direct or indirect procurement of this license, (iii) deploy the Licensed Software onto a number of CPUs that exceed the number authorized and paid for by the Customer during the direct or indirect procurement of this license (iv) deploy into any production environment any Licensed Software that has been designated as "Evaluation Software" in the description of the product being procured by the Customer and through which this license is being granted. Customer shall not develop nor make available any work product derived from the Licensed Software, any solution that shall compete with ICEsoft product. Licensed Software may not be resold or redistributed on a stand alone basis.


4. OWNERSHIP: Customer shall not have any obligation to provide or disclose to ICEsoft any modifications made to the Licensed Software. Notwithstanding the foregoing, ICEsoft and its licensors shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Licensed Software. All rights in and to the Licensed Software not expressly granted to Customer in this Agreement are reserved by ICEsoft and its licensors.


5. TRADEMARKS: This License does not grant permission to use the trade name, trademarks, service marks or product names of ICEsoft, except as required for reasonable and customary used in describing the origin of the work. Any and all copyrights located in the License Software shall be reproduced in any reshipment of the code.


6. TERM AND TERMINATION: This license shall commence with the downloading or accessing of the Licensed Software by the Customer, and shall terminate with the termination or expiration and non-renewal of the subscription and or, the End Customer License Agreement under which this license was granted.


7. LIMITED WARRANTY: From the Effective Start Date of the procured Subscription under which this ICEsoft Source Code License is being granted and for a period extending until thirty (30) days thereafter, ICEsoft represents and warrants that the ICEfaces Software and ICEpack Software ("Software"), shall perform in accordance with the product documentation supplied to the Customer. If the Software fails to perform as warranted, the Customer may return the Software for replacement or repair. If ICEsoft is unable to repair or replace the Software after using commercially reasonable efforts to effectuate such repair, ICEsoft shall at the Customers request, refund to the Customer any fees paid by the Customer in association with the Subscription and the Subscription shall be immediately cancelled. The warranty shall not apply to: (i) any Software or portion thereof that was not used in accordance with the Documentation provided to the Customer; (ii) any Software or portion thereof that shall have been altered, modified or converted from the certified software release provided to the Customer; (iii) any defect in the Software or portion thereof due solely to the Customers equipment malfunctioning. No oral information or advice given by ICEsoft, its dealers, agents, distributors or employees shall in any way increase the scope of this warranty.


8. LIMITATION OF LIABILITY: To the maximum extend under the law, the Customers exclusive remedy is to return any defective media to ICEsoft, which at its discretion shall replace the defective media or refund any fees paid to ICEsoft associated with this Agreement. TO THE MAXIMUM EXTENT UNDER THE LAW, NEITHER ICESOFT NOR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE).


9. GENERAL: Customer shall not export or re-export the Licensed Software in violation of the export control laws of the United States and/or any other jurisdiction. This Agreement will be governed in all respects by the laws of the State of Delaware without regard to conflicts of law principles as applied to contracts entered into between residents thereof and performed entirely within the State. All disputes arising under this Agreement shall be brought in Superior Court of the State of Delaware. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recovery reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. If any provision or provisions of this Agreement are determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. This Agreement may not be assigned, sublicensed, or otherwise transferred by Customer without ICEsoft's prior written consent. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties. This Agreement constitutes the complete, final and exclusive statement of the agreement between ICEsoft and Customer, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, alteration or modification of the provisions of this Agreement will be valid unless made in writing and signed by a corporate officer of ICEsoft. Should you have any questions concerning this Agreement, please write "product.sales@icesoft.com".

THE LICENSED SOFTWARE AND ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES INTELLECTUAL PROPERTY LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.