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NextStage Evolution, LLC, End User License Agreement

THIS IS A CONTRACT. BY PURCHASING THIS SOFTWARE AND/OR TECHNOLOGY APPLICATION YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. NextStage Evolution/NextStage Global grants to you a non-exclusive, non-sublicensable, license to use this Software in binary and/or web executable form. This NextStage Evolution/NextStage Global, LLC ("NextStage") End User License Agreement accompanies a NextStage product and related explanatory documentation ("Software"). The term "Software" shall also include any upgrades, modified versions or updates of the Software licensed to you by NextStage. YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE PROGRAM OR DOCUMENTATION, OR ANY COPY EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

2. NextStage reserves the right at any time to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the commercial release of the software.

3. Rights and Restriction. NextStage owns and retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks, other intellectual property rights and proprietary rights therein. You shall not rent, lease, loan, sublicense or sell the Software. Further, this Agreement and the license granted hereby is personal to you and you shall not assign or transfer any or all of your rights hereunder unless such assignment is to a successor in interest of substantially all your assets. You shall not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement unless otherwise expressly permitted by NextStage. NextStage reserves all rights not expressly set forth herein.
a. Trade Secret. The structure, organization and code of the Software are valuable trade secrets and proprietary information of NextStage and its suppliers. Your possession, installation or use of the Software does not transfer to you any title to the intellectual property in the Software and you will not acquire any rights to the Software of any nature except as expressly set forth in this Agreement. You shall not reverse engineer, decompile, decipher or disassemble the Software, except to the extent applicable law expressly prohibits the foregoing restriction. You shall not disclose, make available, or use any trade secrets or proprietary information, provided to you as a result of this Agreement, to any third parties without express written authority from Licensor.
b. Copyright. United States copyright laws and international treaty provisions protect the Software. You shall abide by the copyright law and all other applicable laws of the United States, including, without limitation, export control laws, with respect to your use and deployment of the Software and any matter relating to the Software. You shall not modify the Software or create derivative works based upon the Software, in whole or in part. You may not copy the Software except as expressly permitted herein.
c. Patent. The technology contained in the Software is presently the subject of pending U.S. patent applications.

4. NextStage may terminate this License at any time by delivering notice to you and you may terminate this License at any time by destroying or erasing your copy of the Software. In the event of termination, the following sections of this License will survive: 2, 3, 4, and 5. This License is personal to you and you agree not to assign your rights herein. This License shall be governed by and construed in accordance with the laws of the State of New Hampshire and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. This License sets forth the entire agreement between you and NextStage.

5. NextStage, ITS SUPPLIERS, AND VENDORS SHALL NOT BE LIABLE FOR (a) INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OF ANY SORT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, EVEN IF NextStage HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR (b) FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES WILL NextStage BE LIABLE FOR DAMAGES IN EXCESS OF THE FEE PAID FOR THE LICENSE PROVIDED HEREIN.

6. ACKNOWLEDGEMENT: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

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