1.	Sale, Grant of License and Restrictions. Subject to the terms of this Agreement and payment of all Fees, Litescape sells to Licensee (“you” or “your”) the hardware listed on the front side (“Hardware”) and grants to you a nonsublicensable, nonexclusive license to use the software listed on your accepted Sales Order and any upgrades, updates or enhancements and accompanying documentation (collectively, software and documentation are referred to as “Software”) solely for your internal business purposes at the Sites (or the same number of other sites upon notice to Litescape). You may make 1 copy of the Software for backup and archival purposes only. Each copy will bear all copyright and other proprietary notices. Hardware and Software are shipped F.O.B. Litescape’s dock. Title to and risk of loss of Hardware passes to Licensee at the F.O.B. point. Litescape retains all ownership, right, title, and interest in and to all Software, copies and all components, enhancements, modifications, translations, and derivatives thereof, including all copyrights, patents, and trade secrets even if Litescape includes your suggested changes. You will not (and will not allow any third party to): (i) use the Software in any manner except as permitted hereby, (ii) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Hardware or Software (except as permitted by applicable law), (iii) provide, lease, lend, use for timesharing or service bureau purposes or otherwise the Software, (iv) alter, remove or obscure any copyright or other proprietary rights notices on or in the Software or (v) use any Hardware or Software, or allow the transfer, transmission, export, or re-export of any Hardware or Software or portion thereof in violation of any export control laws or regulations of the United States. All rights not specifically granted to you are reserved to Litescape. Shipment dates are estimated. Litescape is not liable for shipment delays.
2.	Payment Terms. Payment for Software and Hardware are due 30 days from the date of invoices and for Services as stated in the applicable statement of work or your accepted Sales Order. Past due payments bear a late fee of 1% per month. Litescape may change payment terms upon prior written notice. 
3.	Delivery and Acceptance. Delivery of Software occurs when Customer is in receipt of an executable copy of the Software, whether it is downloaded by Customer, installed directly on Customer’s server, or specifically made available to Customer by other electronic (FTP site) or physical means (“Delivery”). Unless otherwise agreed to in writing, Software shall be deemed accepted by Customer upon Delivery; unless the Software is customized in which case the customized software shall be accepted by Customer in accordance with the acceptance criteria defined in the applicable statement of work. 
4.	Limited Warranty and Disclaimer. Litescape warrants for a period of 30 days from first shipment of a Software that such Software will materially conform to Litescape’s then current published documentation or specifications and services will be provided in a good and workmanlike manner. This warranty covers only problems reported to Litescape in writing during the warranty period and which Litescape is able to replicate. This warranty excludes: (i) Hardware; (ii) use of the Software not authorized by the documentation or specifications; (iii) unauthorized modifications, alterations, maintenance or repair to the Software; (iv) problems external to the Software; (v) coverage for network failures or network configurations; and (vi) changes or upgrades made to third party hardware or software (including changes to the server environment on which the Software reside) of which Litescape is not advised in advance. Your sole and exclusive remedy and Litescape’s entire liability under this warranty is for Litescape, at its option, to: (a) re-perform nonconforming services; (b) provide such services, bug fixes or other modifications as necessary to remedy the Software nonconformity; (b) provide a functional equivalent replacement product; or, (d) terminate this Agreement refunding the Fees paid. EXCEPT FOR THE FOREGOING, THE HARDWARE, SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.LITESCAPE DOES NOT WARRANT THE HARDWARE OR SOFTWARE WILL MEET YOUR REQUIREMENTS OR USE WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IN SUCH CASE, THIS PROVISION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW. 
5.	Intellectual Property Indemnity. Litescape shall, at its expense, defend you in any suit, claim or proceeding asserted by a third party and pay damages finally awarded to the extent the Software infringe a U.S. patent, copyright or trade secret if (i) you give Litescape prompt written notice of any such claim or action, (ii) Litescape has the exclusive right to control and conduct the defense and settlement of any such claim or action, and (iii) you provide assistance to Litescape, at Litescape’s expense, in the defense or settlement of any such claim or action. If the Software becomes, or in Litescape’s opinion is likely to become the subject of an infringement claim, Litescape may, at its expense and option (a) modify the Software to be non-infringing, (b) procure the right to continue to use the Software, (c) substitute another product having substantially equivalent capability as the Software, or (d) refund the license Fee less a reasonable amount for use. Litescape has no liability if the alleged infringement is based on the combination, operation, or use of the Software with any product not supplied or designated by Litescape or any modification or alteration to the Software not made by or at the direction of Litescape. THIS SECTION 5 STATES YOUR SOLE AND EXCLUSIVE REMEDIES AND LITESCAPE’S ENTIRE LIABILITY RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT.
6.	Limitation of Liability. LITESCAPE IS NOT LIABLE TO YOU OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, LOST PROFITS OR THE COST OF COVER HOWSOEVER ARISING OUT OF OR RELATED TO THE SOFTWARE, HARDWARE, MAINTENANCE AND SUPPORT SERVICES AND OTHER SERVICES, UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT LITESCAPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. LITESCAPE’S AGGREGATE LIABILITY TO YOU HEREUNDER FOR HARDWARE, SOFTWARE, MAINTENANCE AND SUPPORT SERVICES AND OTHER SERVICES SHALL NOT EXCEED THE FEES ACTUALLY RECEIVED BY LITESCAPE FROM YOU HEREUNDER FOR THE AFFECTED HARDWARE, SOFTWARE OR SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN SUCH EVENT, THE FOREGOING PROVISION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW.
7.	Confidentiality. The Software are proprietary to and the exclusive property of Litescape constituting valuable work product in the form of copyrighted material, trade secrets and confidential information. You shall not disclose to others or use any such information except as expressly provided herein, except for information (i) lawfully received from a third party which is not subject to confidentiality obligations; (ii) generally available to the public without breach of this Agreement; (iii) lawfully known or developed prior to its receipt of the Software; or (iv) required by law to be disclosed if you provide advance notice to Litescape of any such required disclosure. No information shall be deemed to be given or received in confidence by either party unless and to the extent it is covered by a separate written agreement.
8.	Support & Maintenance; Other Services. Support, maintenance and other services are available at separate terms and fees. Annual Maintenance and Support is provided in accordance with the program description and terms in effect on the date the applicable fees are paid. Other Services are provided in accordance with the statement of work signed by each party’s authorized representative.
9.	Term and Termination. No order is cancellable and these terms continue until terminated by Litescape upon 30 days prior written notice for your failure to cure any material breach or 10 days for your failure to pay any fees. Nonpayment of annual maintenance fees permits Litescape to stop providing support and maintenance. Upon termination, you will stop using the Software and certify in writing to Litescape within 10 days non-use and return all confidential information. Except for Section 7, all provisions survive termination for any reason. Termination is not an exclusive remedy. 
10.	Export Control. You agree the Hardware and Software will not be exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (the "Export Laws") and will indemnify, defend and hold Litescape harmless from and against any claims arising from or related thereto. You warrant you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and you are not otherwise prohibited under the Export Laws from receiving the Hardware or Software. Your right to use the Hardware and Software are forfeited if you fail to comply herewith. 
11.	U.S. Government Rights. The Software are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government as end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. 
12.	General. You shall not assign or transfer, by operation of law or otherwise, these terms or the licenses granted hereunder without Litescape’s prior written consent. Any attempt to do so is void. Any permitted assignment binds and benefits permitted successors and assigns. Any notice shall be in writing, delivered by recognized overnight carrier or standard postal service and is effective on receipt. If any provision is adjudged unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these terms otherwise remain in full force and effect and enforceable. The waiver of a breach of any provision shall not be a waiver of the provision itself or a waiver of any breach thereafter, or a waiver of any other provision herein. Any waivers or amendments shall be effective only if made in writing and executed by each party’s authorized representative. These terms are governed by the laws of the State of California without regard to conflicts of laws provisions thereof and the United Nations Convention on the International Sale of Goods. Venue lies in the state and federal courts located in San Mateo County, CA. In addition to any other rights or remedies, Litescape is entitled to injunctive and other equitable relief, without posting bond or other security, to prevent any material breach of this Agreement. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action. These terms (and those governing the support, maintenance and other services you purchase hereunder) are the complete and exclusive statement of the mutual understanding of the parties relating to the subject matter and supersede and cancel all previous written and oral agreements and communications and supersede any terms included on any purchase order or any other communication not signed by each party’s authorized representative.