COMMERCIAL LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY.
This License Agreement (“Agreement” and/or “License”) is a legal agreement between you (either an individual or a single entity, as applicable) and TELLIGENT SYSTEMS, INC., a Texas corporation (“TELLIGENT”) for the software COMMUNITY SERVER, which includes computer software and online or electronic documentation and may include associated media and printed materials (collectively, the “SOFTWARE”). By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not install or use the SOFTWARE. 
1. GRANT OF LICENSE. 

This Agreement grants you a limited, non-exclusive license to use the SOFTWARE specifically as set forth herein. TELLIGENT reserves all rights not expressly granted to you. The SOFTWARE consists of server software (SERVER) and is installed/downloaded directly onto authorized SERVER(S).  Each SERVER must have a separate license or licenses installed on the SERVER, and SERVERS may not share the same SOFTWARE. The total number of SERVERS must not exceed the total number of purchased licenses for your organization.  

2. COPYRIGHT AND OWNERSHIP. 
The SOFTWARE is protected by United States copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You must treat the SOFTWARE like any other copyrighted material. You may not copy any portion of the SOFTWARE (including but not limited to the printed materials accompanying the SOFTWARE) without the prior, written consent of TELLIGENT.  The SOFTWARE is licensed, not sold.  All rights, title, and copyrights in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE) and any copies of the SOFTWARE are exclusively owned by TELLIGENT and/or its suppliers or third parties having works incorporated into the SOFTWARE. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law.   
3. SOFTWARE EDITIONS, RIGHTS AND LIMITATIONS. 

a. EXPRESS edition of SOFTWARE. By using the EXPRESS edition of the SOFTWARE, you agree:

1.	To display of the “Powered By” ad on all pages that make use of functionality provided by Community Server. This image may be obtained at: http://communityserver.org/utility/PoweredByCS_personal.gif. The EULA.gif image must link-to: http://communityserver.org/r.ashx?1. 

2.	To not modify the source code to remove the “Powered By” or hide any copyright, logos, or trademark notices from the source code. 

3.	You may not attempt to modify or enable any features not enabled in the EXPRESS edition. 

4.	If you are a commercial entity, individual or group/association that has business, commercial or revenue generating goals/objectives, either directly or indirectly, then you may use the EXPRESS edition for evaluation purposes only.

5.	If you are a service provider (you are not the end user of the product) you must license the SOFTWARE pursuant to a Service Provider License Agreement, and may use the EXPRESS edition for evaluation purposes only.

b. PROFESSIONAL and ENTERPRISE editions of SOFTWARE. By using the PROFESSIONAL and/or ENTERPRISE edition(s) of the SOFTWARE, you agree:

1.		You may not modify the source code to remove or hide any copyright, logos, or trademark notices from the source code.

2.		You may not attempt to modify or enable any features not enabled in the licensed edition of the product edition you have licensed.

3.		If you are a service provider (you are not the end user of the product) you must license Community Server under a Service Provider License Agreement.

4. LIMITATIONS ON USE AND DISTRIBUTION. 

You may not sublicense, re-license, resell, rent or lease any edition or version of the SOFTWARE except under the terms of a Service Provider License Agreement and/or a Reseller Agreement, as applicable. You may not distribute the SOFTWARE, or any portion thereof, or any derived work thereof, to anyone outside your organization and/or any other third party, except as otherwise provided herien.  You are not allowed to combine or distribute the SOFTWARE with other software without the prior, written approval from TELLIGENT, and you may not license the SOFTWARE under terms that seek to require that the SOFTWARE (or any intellectual property in it) be provided in source code form, licensed to others to allow the creation or distribution of derivative works, or distributed with or without charge.

5.  TRANSFER OF RIGHTS. 

If substantially all of your assets and/or a controlling interest in your ownership are acquired, or you are the subject of a merger or reorganization, the SOFTWARE license and rights granted herein may be transferred to the acquiring/surviving entity, provided you retain no copies of the SOFTWARE, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, and this Agreement), and the recipient agrees to the terms of this Agreement in writing with TELLIGENT. If the SOFTWARE is an upgraded version or edition, any transfer must include all prior versions of the SOFTWARE. 

6.  TERMINATION. 

Without prejudice to any other rights, TELLIGENT may terminate this Agreement if you fail to comply with any of the terms and conditions of this Agreement. In such event, you must immediately cease use of the SOFTWARE and destroy all copies of the SOFTWARE and all of its component parts.

7. EXPORT RESTRICTIONS AND RESTRICTED RIGHTS. 
You agree that neither you nor your customers/clients/end users intend to or will, directly or indirectly, export or transmit (a) the SOFTWARE or related documentation and technical data, or (b) your application or use of the SOFTWARE (or any part thereof), or process, or service that is the direct product of the SOFTWARE, to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.  The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is TELLIGENT, a Texas corporation. 

8.  NO WARRANTIES. To the maximum extent permitted by applicable law, TELLIGENT expressly disclaims any warranty for the SOFTWARE. The SOFTWARE and any related documentation are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the SOFTWARE remains with you. 
9.  LIMITATION OF LIABILITY.   To the maximum extent permitted by applicable law, in no event shall TELLIGENT or its suppliers be liable for any damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss arising out of the use of, or inability to use, the SOFTWARE, even if TELLIGENT has been advised of the possibility of such damages. Further, TELLIGENT shall not be liable in any manner for any special damages of any kind, including punitive, exemplary, consequential or incidental damages of any kind.  Because some states/jurisdictions do not allow the exclusion or limitation of liability for special damages, the above limitation shall apply to the greatest extent permitted by applicable law.  You agree that your exclusive remedy under this Agreement shall not exceed five dollars (US $5.00) in total.
10.  INDEMNIFICATION.  
EXCEPT AS OTHERWISE DISCLAIMED OR PROVIDED BY THIS AGREEMENT, YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS TELLIGENT FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, FINES, CAUSES, ACTIONS, LIABILITIES, DAMAGES, EXPENSES, LEGAL FEES, AND OBLIGATIONS (COLLECTIVELY, “CLAIMS”) OF ANY KIND ARISING OUT OF OR FROM, EITHER DIRECTLY OR INDIRECTLY, (1) YOUR BREACH OF ANY USE, PROVISION, TERM OR CONDITION OF THIS AGREEMENT, OR (2) ANY CLAIM FROM ANY THIRD PARTY AGAINST TELLIGENT BASED UPON THAT PARTY’S USE OF THE SOFTWARE, OR (3) IF THE SOFTWARE IS MODIFIFED IN ANY MANNER, THAT IT INFRINGES UPON THE COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.  THE OBLIGATIONS OF THIS SECTION SHALL SURVIVE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
11.  GOVERNING LAW, VENUE AND LEGAL EXPENSES.  This Agreement will be governed by and construed under the laws of the State of Texas, applicable to contracts entered into and performed entirely within the State.  The parties agree that exclusive venue for any action arising from this Agreement will be in Collin County, Texas.  The prevailing party in any legal action brought by one party against the other and arising out of this Agreement will be entitled, in addition to any other rights and remedies it may have, to reimbursement of its expenses, including court costs and reasonable attorneys' fees and costs.

12.  ENTIRE AGREEMENT.  This Agreement sets forth the entire agreement and understanding of the parties relating to the transactions contemplated under this Agreement and supersedes any and all prior discussions between them with respect to the subject matter hereof. This Agreement shall be agreed to as evidenced by electronic acceptance via click and accept or some similar mode/manner.  No modification of or amendment to this Agreement will be effective except pursuant to a written instrument accepted electronically or signed by both parties. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder will be effective except pursuant to a written instrument accepted electronically or signed by the party or parties waiving compliance and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.  

13.  NOTICES.   All notices or other communication required or permitted by this Agreement to be served on or given to either party to this Agreement by the other party must be in writing to primary address of party as currently on file with the other party.  As of the present time, TELLIGENT’s address is as set forth below, and notice shall be deemed duly served and given when personally delivered, by receipted delivery, to the party to whom it is directed or, in lieu of such personal service, electronic email to the address set forth below, confirmed facsimile transmission, by registered or certified U.S. mail, or overnight delivery.  Such notice will be deemed to have been given five (5) days after deposit in the mail or the date of confirmed facsimile.

TELLIGENT SYSETMS, INC.
17950 Preston Road
Suite 310
Dallas, TX  75252

Email: sales@telligent.com
Phone: +1 972 407 0688
Fax: +1 972 407 0194 

14.	MISCELLANEOUS. Non-performance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the control and not caused by the negligence or intentional actions or omissions of the non-performing party. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement will remain valid and enforceable according to its terms. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF THE OTHER PROVISIONS IF IT IS UNENFORCEABLE, AND THE REMAINDER OF THE AGREEMENT SHALL REMAIN FULLY ENFORCEABLE.  All provisions regarding limitation of liability, ownership of SOFTWARE, indemnification, severability, warranties and the other provisions expressly noted herein will survive the execution, expiration and/or earlier termination of this Agreement. 
Should you have any questions concerning this Agreement, or if you desire to contact TELLIGENT for any reason, please access our website at www.telligent.com or contact us at sales@telligent.com.