mockupsNodeTM End User Licence Agreement Version: November 2012 This End-User License Agreement (“EULA”) is a legal agreement between you (the end user, being either an individual or a single entity) and Xemware Limited (“XEMWARE”, the Licensor) for use of XEMWARE’s mockupsNode Software “Software” means the XEMWARE’s mockupsNode Software (v1.0) and includes any same-version updates, service packs, media, and accompanying on-line or printed documentation. By downloading, installing or otherwise using the Software you agree to be bound by all of the terms and conditions of this EULA. If you do not agree to the terms and conditions of this EULA, you are not authorized to use the Software and should not use or install the Software (and should uninstall the Software wherever installed), and where the Software has been purchased from a third party vendor, you should return the Software unused for a refund. 1. LICENSE The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property rights and treaties. Upon your acceptance of this EULA, Xemware grants you a non-exclusive, non transferable and non assignable license to use the Software on the terms set out in this EULA. You are solely permitted to: (a) Install and use the Software on the terms of this EULA. An evaluation version is available with all features enabled aside from a restriction on the output. To remove the restriction from the Software you will need to purchase a license for the Software, or you must remove it from your computer; and (b) copy the Software for back-up and archival purposes provided any copy must contain all of the original Software's proprietary notices. Unauthorized use, reproduction or distribution is subject to civil and criminal penalties. 2. PAYMENT You shall be responsible for paying all local, state, federal and international sales, value added, excise and other taxes and duties payable in connection with this EULA, other than taxes based upon XEMWARE's net income. 3. LICENSED USAGE You will be provided a license key after paying the appropriate license fee, or otherwise as negotiated with XEMWARE or an authorized distributor/reseller. Apply the license key on each use of the Software to resmove all restrictions. If you buy a license for an individual, the license is bound to a person instead of machine, so you can personally use the Software on any computer you own. If you buy the license for a non-individual entity, the maximum number of simultaneous users of the Software must be equal or less than the user number assigned to the license. 4. LICENCE RESTRICTIONS You shall not: (a) use the Software except under the terms of this EULA; (b) modify, translate, decompile, reverse engineer, disassemble or otherwise reduce the code of the Software to a form perceivable to humans, recreate or generate any Software or any portion or version thereof or create derivative works from the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, and in such event you shall provide XEMWARE immediate written notification of such activities; (c) copy the Software (except for back-up or archival purposes); (d) assign, sublicense, resell, rent, lease, lend, or otherwise transfer rights to the Software or this EULA; (e) electronically transfer the Software from one computer to another over a network except for software installations permitted under this EULA; (f) remove any proprietary notices or labels on or in the Software; (g) attempt any of the foregoing or aid, abet or permit others to do so; or (h) provide your license file to others (except as appropriate for non-individual licenses); 5. OWNERSHIP Title, ownership, rights, and intellectual property rights in and to the Software shall remain with XEMWARE or its third party suppliers. XEMWARE and/or its' third party suppliers may protect their rights in the event of any violation of these terms. You hereby acknowledge that all copies of the Software, whether partial or complete, as well as all proprietary rights in and to the Software, including without limitation, copyright, patent and trade secret rights, are and shall remain the sole property of XEMWARE or its third-party suppliers as the case may be. All rights not expressly granted to you in this EULA are reserved by XEMWARE and its suppliers. 6. TRADEMARK RESTRICTIONS You shall have no right to use, advertise, reproduce or distribute any name, trademark or trade name, whether registered, or not associated with or used in conjunction with the Software, without XEMWARE's prior written consent. 7. TERMINATION The Software license shall terminate automatically if you fail to comply with the terms and conditions described in this EULA, or you become liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or shall take any action to be so declared. No notice shall be required from XEMWARE to effectuate such termination. Upon termination, including the expiry of any evaluation period, you must destroy all copies of the Software in your possession. The Software may contain software locking or disabling features which may activate upon attempted use of the Software in breach of this EULA. You agree that incorporation of these features into the Software is commercially reasonable and you accept all risk associated with these features. 8. SUPPORT AND MAINTENANCE This EULA does not grant you any right to any new versions of or upgrades or updates to the Software, nor any support services. Notwithstanding this, XEMWARE may (without obligation) provide you with the following at no additional charge: (a) Limited free technical support via online forum / emails (no guaranteed response). (b) Free service pack upgrades (if any) to the same version of the Software. (c) Bug fixes for Software errors that render the Software inoperative, or Software errors causing failure in a production environment. Additional support and maintenance services may be available, by entry into a separate support and maintenance agreement with us. You hereby understand and agree that XEMWARE may update or revise the Software in its sole discretion, but has no obligation to supply any updated version to you and that XEMWARE shall in no event incur any liability in this respect. 9. EXCLUSIONS OF WARRANTIES AND LIABILITY The following provisions are without prejudice to any rights you may have at law which may not be legally excluded: (a) XEMWARE makes no warranty as to the use or performance of the Software. XEMWARE does not, unless otherwise specifically stated, warrant that the Software will comply with any statutory or regularity requirements in any particular territory that may be applicable to operation of the Software. To the maximum extent permitted by law, XEMWARE disclaims all warranties (statutory, express or implied) including, but not limited to, non-infringement of title or fitness for a particular purpose, with regard to the Software and the accompanying documentation. (b) To the maximum extent permitted by applicable law, XEMWARE shall not be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use the Software even if XEMWARE has been advised of the possibility of such damages. These provisions shall survive the termination or expiry of this EULA, but this shall not imply or create any continued right to use the Software after termination or expiry of this EULA. XEMWARE assumes no responsibility for your negligence or failure to take appropriate measures to protect data from inadvertent modification, deletion, destruction or disclosure. The entire risk arising out of use or performance of the Software remains with you. No oral or written information or advice given by any XEMWARE employee or contractor shall create a warranty or in any way increase the scope of this warranty. 10. LIMITATION OF XEMWARE’S LIABILITY. Without prejudice to clause 9, in the event that XEMWARE is found to be in breach of this EULA or otherwise liable at law to you in relation to or arising from the Software or this EULA: (a) The maximum liability for which XEMWARE shall be liable (and to which XEMWARE’S liability shall be limited) shall not exceed, in respect of all claims in aggregate, the amount paid by you to XEMWARE for your first license of the Software; and (b) XEMWARE may (at our discretion and option): (i) rectify or replace the Software, without additional charge to you; or (ii) Refund the Software licence fee. 11. PUBLICITY RIGHTS (a) You grant XEMWARE the right to include your name (and logo, if any) as a customer in Software promotional material. (b) You can deny XEMWARE this right by submitting a written request via email to info@xemware.com, requesting to be excluded from Software promotional material. 12. THIRD PARTY COMPONENTS The Software utilizes software components (commercial and open source) provided by third parties who retain all rights to their respective components. With respect to open source components of the Software, XEMWARE confirms that your use of the Software does not create, or purport to create, obligations on you to grant licenses or usage rights to the general public to any source or object code, whether such code is embedded in the Software or any other software provided under or in conjunction with this EULA. 13. ENTIRE AGREEMENT This EULA represents the whole of the contract and understanding between the parties, and replaces all prior agreements and understandings between the parties with respect to the subject matter of this agreement. 14. INDEMNITY You agree to indemnify XEMWARE against any costs, losses, claims, or damages (including legal fees and disbursements on a solicitor and own client basis) incurred or suffered us as a consequence of: (a) Your default or failure to perform your obligations or honour your commitments under this EULA; or (b) any act of omission for which you are responsible at law. 15. GENERAL This EULA may only be modified in writing signed by you and one of XEMWARE’S authorised officers. If any provision of this EULA is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. This EULA and the supply of the Software shall be construed, interpreted and governed by the laws of New Zealand (excluding the Sale of Goods (United Nations Convention) Act 1994 and the Consumer Guarantees Act 1993). You submit to the exclusive jurisdiction of the New Zealand Courts. İ Copyright 2012, XEMWARE Limited. All Rights Reserved.