You need to read and accept the terms herein before we can process your order

END USER LICENSE AGREEMENT

The Licensed Software is protected by copyright laws of the United States and international copyright treaties, as well as other intellectual property laws and treaties.

The Licensed Software is licensed, not sold.

By clicking on the "I accept the terms of the Licensee Agreement" button, "Accept" button, or similar button, or by, accessing, or otherwise using the Licensed Software, Licensee agrees to be bound by the terms and conditions of this Agreement, and you represent and warrant that, if acting on behalf of an entity, you are authorized to legally bind Licensee to this Agreement. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN CLICK ON THE "I do NOT accept the terms of the License Agreement" button, "DO NOT ACCEPT" BUTTON, OR SIMILAR BUTTON, AND/OR DO NOT INSTALL OR USE THE Licensed Software.

1.0 LICENSE.

1.1 License Grant; Licensee Content. Subject to payment of the applicable subscription or usage fee (the "Subscription Fee") and the terms and conditions of this Agreement, NextStage hereby grants to Licensee and Licensee hereby accepts one or both of the following as determined by the type of license purchased by Licensee:

(a)a limited, non-exclusive, non-transferable right and license (the "Use License") to use, through the Site only, the Licensed Software and the Documentation for the number of uses (each a "Use", and collectively the "Uses") purchased by the Licensee to generate and use reports based on the files uploaded or URLs provided by Licensee ("Licensee Content").

(b)a limited, non-exclusive, non-transferable right and license (the " Subscription License"; and together with the Use License, the "License") to use, through the Site only, the Licensed Software and the Documentation for the subscription period purchased by the Licensee (the "Subscription Period").

The Licensed Software and the Site may be used for Licensee's personal or internal business use only.

1.2 Licensee Content

NextStage does not own any Licensee Content. Licensee, not NextStage, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Licensee Content, and NextStage shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Licensee Content. Upon termination of this Agreement, Licensee's right to access or use Licensee Content provided to NextStage immediately ceases, and NextStage shall have no obligation to maintain or return to Licensee any Licensee Content.

2.0 USES, REPORTS, AND TERMINATION.

2.1 Uses and Reports.

(a) With respect to Uses, each Use is a request by Licensee to have the Licensed Software generate a unique report (the "Report") based upon the Licensee Content. Subsequent requests by Licensee to generate additional Reports based on the same Licensee Content which are received by NextStage within fourteen (14) calendar days after the initial request for the Report by Licensee shall be considered a single Use; any such requests received more than fourteen (14) calendar days after the initial request for the Report by Licensee shall be considered a new, additional Use. Reports generated by the Licensed Software are not saved by NextStage.

(b) Upon submitting a document and requesting a Report, Licensee shall be provided with a link (the "Link") for access to the Report for fourteen (14) calendar days; though the Link may remain functional after such fourteen (14) calendar day period, any request for a Report after such fourteen (14) calendar day period shall be a new, additional Use. The Link shall only be accessible by Licensee from the same computer from which the Licensee requested the original Report. Licensee may print a reasonable number of copies of the Report.

2.2 Automatic Termination

(a)If Licensee acquires a Use License only, then this Agreement and the License shall terminate automatically upon Licensee's use of all the Uses purchased by Licensee.

(b)If Licensee acquires a Subscription License only, then this Agreement and the License shall terminate automatically upon expiration or earlier termination of the Subscription Period.

(c)If Licensee acquires both a Use License and a Subscription License, then this Agreement and the License shall terminate automatically upon expiration of the later of (i) Licensee's use of all the Uses purchased by Licensee, and (ii) the expiration or earlier termination of the Subscription Period.

2.3 Termination By Either Party.

(a) Licensee may terminate this Agreement at any time by notifying NextStage in writing of termination. Upon termination of this Agreement by Licensee, any License granted hereunder shall also automatically terminate.

(b) Without prejudice to any other rights, NextStage may terminate this Agreement or the License (in whole or in part) by providing written notice of termination to Licensee if Licensee breaches or otherwise fails to comply with the terms and conditions of this Agreement or any of the terms of use of the Site. Upon any such termination of this Agreement by NextStage, the License shall also automatically terminate.

2.4 Effect of Termination.

(a) Upon termination of the License, Licensee shall immediately and automatically discontinue use of the Licensed Software which had been permitted pursuant to such License.

(b) No termination of the License or this Agreement shall (i) relieve Licensee from its obligation to pay any charges or fees for Uses accrued by Licensee prior to the termination date, or (ii) obligate NextStage to refund or otherwise return any payments made by Licensee pursuant to this Agreement. ALL FEES FOR USE OF THE LICENSED SOFTWARE PAID TO NEXTSTAGE ARE NON-REFUNDABLE.

(c) The provisions of Sections 2.4, 3.4, 5.1, 5.2, 6.1, 6.2, 7.1, 7.2, 7.3, 7.4, and of Article 8.0 shall survive termination of this Agreement.

3.0 OTHER RIGHTS AND LIMITATIONS.

3.1   Limitations on Reverse Engineering, Decompilation, and Disassembly. Licensee shall not reverse engineer, decompile, or disassemble the technology and the software underlying the Site or the Licensed Software, except to the extent that this restriction is expressly prohibited by law.   3.2   Limitations on Access. The Licensed Software shall not be installed on any computer, server or other device of Licensee, and Licensee has no claim to being provided with the Licensed Software or Documentation in physical form. Licensee's access and use of the Licensed Software and Documentation shall only be through the Site.

3.3 Restrictions on Transfer, Modification, and Copying. (a) Licensee shall not copy, modify, rent, lease, transfer, sell, sublicense, distribute, grant a security interest in, or otherwise transfer rights to the Licensed Software, Documentation, or the technology and the software underlying the Site, or permit any third party to use the Licensed Software or Documentation, unless Licensee obtains NextStage's prior, express written consent.

(b) Licensee shall not modify, or attempt to modify, the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site.   3.4 Intellectual Property Rights. (a) The Licensed Software and the Documentation, and the technology and the software underlying the Site, as well as all patents, copyrights, trademarks, service marks, trade secrets, and other intellectual property and proprietary rights in or related to the Site, Licensed Software or the Documentation (collectively, the "IP Rights"), are and will remain the exclusive property of NextStage or its licensors, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Site, Licensed Software, or Documentation is used or licensed. Licensee shall not take any action that jeopardizes any of the IP Rights. Except for the specific license rights granted to Licensee under this Agreement, Licensee shall not have or acquire under this Agreement any right, title, or interest in or to the Site, Licensed Software or the Documentation.

(b) Without limiting the generality of the provisions in subsection (a) above, this Agreement does not grant Licensee any rights in connection with any trademarks or service marks of NextStage.

3.5 Geographical Limitations. Licensee shall be responsible, at its expense, for complying with all applicable laws and regulations of each jurisdiction where there is a user of the Site, Licensed Software, or Documentation (including, without limitation, laws and regulations pertaining to (i) exports or imports of software and related property, (ii) use or remote use of software and related property, and (iii) registration of this Agreement). Licensee shall indemnify and hold harmless NextStage and its affiliates from and against all actions, claims, and proceedings brought or asserted against, and all damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) suffered or incurred, by NextStage and its affiliates arising out of any violation or alleged violation by Licensee of any such laws or regulations.

3.6 Export Compliance. The Licensed Software and the technology and the software underlying the Site may contain encryption technology that is subject to United States export controls. Licensee acknowledges that the Licensed Software and the technology and the software underlying the Site may be subject to the export control laws and regulations of the United States, and any amendments thereof. Licensee shall not export, re-export, or otherwise transfer the Licensed Software or any of the technology and the software underlying the Site that contains encryption technology, directly or indirectly, to:

(a) any countries that are subject to United States export restrictions (currently including, but not limited to, Cuba, Iran, Libya, North Korea, Sudan, and Syria);

(b) any end-user who Licensee knows or reasonably should know will utilize them in the design, development or production of nuclear, chemical or biological weapons; or

(c) any end-user who has been prohibited from participating in the United States export transactions by any federal agency of the United States government; Licensee further acknowledges that the Licensed Software and the technology and the software underlying the Site may include technical data subject to export and re-export restrictions imposed by United States law, and Licensee shall comply with all such applicable United States laws.

4.0 Licensee's use of the site4.1 Conduct on Site and Other Restrictions

(a) If NextStage requests registration information from Licensee, Licensee will provide NextStage with true, accurate, current, and complete information. Licensee will promptly update Licensee's registration to keep it accurate, current, and complete. If NextStage issues Licensee a password, Licensee may not reveal it to any other party. Licensee may not use a password belonging to any third party. Licensee is responsible for maintaining the confidentiality of Licensee's accounts and passwords. Licensee agrees to immediately notify NextStage of any unauthorized use of Licensee's passwords or accounts or any other breach of security. Licensee also agrees to exit from Licensee's accounts at the end of each session. NextStage will not be responsible for any loss or damage (including unauthorized usage of Uses purchased by Licensee) that may result if Licensee fails to comply with these requirements.

(b) If NextStage provides Licensee with an administrator user ID and password for accessing the Licensed Software or Documentation, Licensee will assign them to Licensee's administrator. Licensee will be responsible, through Licensee's administrator, for setting and modifying Licensee's and Licensee's users' profile and preferences for the Licensed Software and Documentation, authorizing and terminating individual user ID's and passwords and specifying the access rights of those individuals to the Licensed Software and Documentation. The administrator will notify NextStage if the administrator needs to change the administrator's or any user's ID, and the administrator may do so only by contacting NextStage at the email address for technical support specified by NextStage from time to time.

(c) Without limiting the provisions of Section 3.3, Licensee agrees that Licensee will not use the Site to take any of the following actions:

1. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;

2. Publish, post, upload, e-mail, distribute, or disseminate (collectively, "Transmit") any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content;

3. Transmit files or data that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person's computer, NextStage's sites, any software or hardware, or telecommunications equipment;

4. Advertise or offer to sell any goods or services for any commercial purpose unless Licensee have NextStage's written consent to do so;

5. Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages;

6. Download any file that Licensee know or reasonably should know cannot be legally obtained in such manner;

7. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;

8. Restrict or inhibit any other user from using and enjoying any area within the Site;

9. Interfere with or disrupt NextStage's sites, servers, or networks;

10. Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site;

11. Impersonate any person or entity, including, but not limited to, any NextStage representative, or falsely state or otherwise misrepresent Licensee's affiliation with a person or entity;

12. Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate Licensee's presence on the Site;

13. Take any action that imposes an unreasonably or disproportionately large load on NextStage's infrastructure;

14. Engage in any illegal activities; or

15. Collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations, including but not limited to, any Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.

(d) If offered as part of the Licensed Software, Licensee agree to use NextStage's bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the "Forums") only to send and receive messages and material that are proper and related to that particular Forum.

(e) If Licensee choose a username that, in NextStage's sole discretion, is obscene, indecent, abusive or that might otherwise subject NextStage to public disparagement or scorn, NextStage reserve the right, without prior notice to Licensee, to automatically change Licensee's username, delete Licensee's posts from NextStage's sites, deny Licensee access to NextStage's sites, or any combination of these options.

(f) Unauthorized access to the Site is a breach of this Agreement and a violation of the law. Licensee agrees not to access the Site by any means other than through the interface that is provided by NextStage for use in accessing the Site. Licensee agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that NextStage has approved in advance in writing.

(g) Licensee may not access the Licensed Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

(h) Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit NextStage's right to comply with governmental, court, and law-enforcement requests or requirements relating to Licensee's use of the Site, which may include disclosing Licensee's Content to the applicable authorities.

4.2 Equipment, Services and Facilities.

Licensee is solely responsible for providing, installing and maintaining at Licensee's own expense all equipment, facilities and services necessary to access and use the Site and the Licensed Software, including, without limitation, all computer hardware and software, modems, printers, telephone service and internet access.

5.0 DISCLAIMER OF WARRANTIES

5.1 Disclaimer of Warranties. THE LICENSED SOFTWARE, DOCUMENTATION, AND SITE, INCLUDING ALL CONTENT, SOFTWARE AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF, IS DISTRIBUTED ON AN "AS IS" BASIS. THERE ARE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT. IN ADDITION, THERE ARE NO WARRANTIES (A) THAT THE FUNCTIONS CONTAINED IN NEXTSTAGE'S SITE OR THE LICENSED SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (B) THAT THE LICENSED SOFTWARE OR SITE WILL MEET LICENSEE'S REQUIREMENTS, (C) THAT THE LICENSED SOFTWARE DEFECTS SHALL BE CORRECTED, (D) THAT NEXTSTAGE'S SITE OR THE LICENSED SOFTWARE SHALL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR (E) THAT NEXTSTAGE'S SITE OR LICENSED SOFTWARE, INCLUDING (FORUMS OR) THE SERVERS ON WHICH NEXTSTAGE'S SITE IS OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

5.2 Additional Limitation.

LICENSEE ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN BUSINESS CRITICAL APPLICATIONS OR ANY PRODUCTION USE ON WHICH LICENSEE'S BUSINESS IS DEPENDENT.

6.0 LIMITATION OF LIABILITY

6.1 Consequential Damages Limitation.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXTSTAGE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RESULTING FROM THE USE OF OR INABILITY TO USE THE Licensed Software, DOCUMENTATION OR SITE, EVEN IF NEXTSTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this Section shall not apply to a claim for personal injury or property damage (excluding, however, any such claim against NextStage relating to the performance or non-performance of the Licensed Software or any of NextStage's services).

6.2 Direct Damages Limitation.

NEXTSTAGE'S LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE LICENSED SOFTWARE, DOCUMENTATION, OR SITE SHALL BE LIMITED TO THE AMOUNT OF LICENSEE'S DIRECT DAMAGES RESULTING FROM SUCH BREACH OR DEFAULT, NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED BY NextStage WITH RESPECT TO THE USE OF THE Licensed Software GIVING RISE TO SUCH BREACH OR DEFAULT. The provisions of this Section shall not apply to amounts payable by NextStage to a third party claimant for personal injury or property damage (excluding, however, any claim against NextStage relating to the performance or non-performance of the Licensed Software or any of NextStage's services).

7.0 ARBITRATION AND JURISDICTION

7.1 Binding Arbitration. Licensee and NextStage agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this Agreement (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by either party toward the other (excepting only any cause of action giving rise to a claim for equitable relief), shall be arbitration. Any such claim shall be submitted to arbitration before a single arbitrator selected by mutual agreement of NextStage and Licensee; provided that if Licensee and NextStage are unable to agree to an arbitrator, the arbitrator(s) shall be selected in accordance with the then-prevailing Rules of Commercial Arbitration of the American Arbitration Association ("AAA"), and the arbitration proceedings shall be conducted in Manchester, New Hampshire.

7.2 Authority of the Arbitrators. The arbitrator(s) shall not contravene or vary in any respect any of the terms or provisions of this Agreement. The award of the arbitrator(s) shall be final and binding upon NextStage and Licensee, and judgment upon any award rendered therein may be entered and enforced in any court of competent jurisdiction, including the New Hampshire Superior Court.

7.3 Injunctive Relief. Neither this arbitration provision nor a pending arbitration shall prevent either party from obtaining injunctive relief for any matter at any time.

7.4 Choice of Law. This Agreement shall be governed by the laws of the State of New Hampshire, without regard to conflicts of law provisions.

8.0 MISCELLANEOUS

8.1 Entire Agreement.

This Agreement shall constitute the complete and exclusive agreement between NextStage and Licensee with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications, proposals, understandings, or other agreements, whether oral, electronic, or written, between them regarding the subject matter hereof. The acceptance of any purchase order by NextStage is expressly made conditional on Licensee's consent to the terms set forth herein.

8.2 Modification. (a) To the Agreement. The terms and conditions contained in this Agreement may not be modified by Licensee except in a writing duly signed by Licensee and an authorized representative of NextStage. NextStage has the right to modify any policies affecting the Site. Any modification is effective immediately upon posting to the Site or distribution to Licensee via electronic mail or conventional mail. Licensee's continued use of the Licensed Software and the Site following any modification(s) to any policies shall be conclusively deemed an acceptance of all such modification(s). Licensee's only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of NextStage in providing the Licensed Software, is to terminate this Agreement in accordance with the provisions of this Agreement.

(b) To Site or Licensed Software. NextStage has the right to modify, suspend or discontinue the Licensed Software and the Site or any portion thereof at any time, including the availability of any area of the Site, including, but not limited to, the availability of the Licensed Software. NextStage may also impose limits on certain features and services or restrict Licensee's access to parts or all of the Site or Licensed Software without notice or liability.

8.3 Notice.

Any notice required to be given to a party under this Agreement shall be in writing and shall be (a) given by personal delivery to such party, (b) mailed by registered or certified mail, return receipt requested, postage prepaid, or (c) shipped by a nationally-recognized overnight carrier, shipping prepaid. Any such notice shall be sent to NextStage at the address set forth below in Article 9.0, or Licensee at the address in NextStage's records. Either party may at any time change the address to which written notices are to be sent to such party, by notifying the other party of the new address by written notice.

8.4 Assignment.

(a) This Agreement shall be binding upon and for the benefit of the parties hereto and their respective successors and permitted assigns. NextStage may assign this Agreement at its discretion. Except as set forth in subsection (b) below, Licensee may not assign, sublicense or otherwise transfer any rights (including as the result of a merger, acquisition of assets, stock sale, or other transaction resulting in a change of control) under this Agreement, any license granted hereunder, or any of Licensee's rights hereunder, in whole or in part.

(b) Licensee may assign or transfer this Agreement in its entirety to a purchaser of all or substantially all of Licensee's assets, but if and only if, (i) no later than thirty (30) days following such purchase, Licensee and such purchaser provide NextStage with written notice thereof, including the unconditional written agreement by such purchaser to be bound by all of the provisions of this Agreement, and (ii) NextStage consents to such assignment, which consent shall not be unreasonably withheld.

8.5 Severability. Each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If there is any conflict between any term, condition, or provision of this Agreement and any statute, law, ordinance, order, rule, or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Agreement shall not be affected thereby.

8.6 U.N. Convention.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

8.7 Taxes. Any United States (whether federal, state, or local) or foreign sales, use, or other taxes (excluding only any tax based on NextStage's net income), assessments, or other governmental fees or charges arising from any payments made or to be made by Licensee to NextStage for the Licensed Software or with respect to its use, or otherwise related to or arising out of this Agreement, are the responsibility of and shall be paid by Licensee or, if NextStage is required to pay the same, shall be reimbursed by Licensee to NextStage upon demand.

8.8 Waiver.

No failure or delay by either party to exercise any right or remedy specified herein shall be construed as a current or future waiver of such remedy or right, unless said waiver is in writing signed by a duly authorized representative of the party issuing such waiver.

8.9 Internet Delays

THE LICENSED SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NEXTSTAGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR LIMITATIONS.

8.10 Privacy Policy All of the information that NextStage collects from you, such as registration information, is subject to NextStage's privacy policy as in effect from time to time, and applicable privacy laws. Please go to http://www.nextstagevolution.com/privacy.cfm to see NextStage's current full privacy policy.

9.0 CONTACT INFORMATION If Licensee has any questions concerning this Agreement, or if Licensee wishes to contact NextStage for any reason, please contact NextStage at the street address or email address below:

NextStage Evolution, LLC 49 Brinton Drive Nashua, NH 03064 603 577 4575 voice 603 577 9636 fax E-mail jcarrabis@nextstagevolution.com