License Terms Agreement for ShirtSoftware LLC® Software. IMPORTANT - READ CAREFULLY: Be sure to carefully read and understand all of the rights and restrictions described in this Software License Terms Agreement ("Agreement"). This Agreement includes four (4) Parts: 1) the Software License Terms Agreement; 2) Copyright and Trademark Protections (3) General Provisions for the Software License Terms and 4) Limited Warranty.

This Agreement is a legal agreement between You (either an individual or a single legal entity who will be referred to in this Agreement as "You" and "Your") and ShirtSoftware LLC Corporation. "SOFTWARE" means the software supplied by ShirtSoftware LLC and includes any associated media (including copies), printed materials and any "online" or electronic documentation or authorized upgrades or supplements from ShirtSoftware LLC for such software. This Agreement grants You license rights ONLY if the SOFTWARE is genuine ShirtSoftware LLC SOFTWARE.

Reviewing and Retaining the Agreement: If you download the SOFTWARE from an authorized web site, the SOFTWARE will not set up on the Workstation Computer unless or until You agree to this Agreement. You may print the text of this Agreement. PLEASE NOTE: The terms of a paper Agreement or an Agreement delivered at Your request supersede the terms of any on-screen Agreement found within the SOFTWARE.

Your Agreement. BY CLICKING THE "ACCEPT" OPTION, OR BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU HAVE AGREED TO BE BOUND BY THIS AGREEMENT. Your click of the "accept" option is a symbol of Your signature and Your assent to all parts of this Agreement. If You do not want to agree, do not take any of the above actions.

Part 1: SOFTWARE LICENSE and TERMS

The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.

GENERAL LICENSE TERMS FOR THE SOFTWARE. ShirtSoftware LLC continues to own the SOFTWARE and grants You a nonexclusive right to use the SOFTWARE in accordance with the terms of this Agreement after Your acceptance as discussed above. Your rights and obligations with respect to the SOFTWARE are as follows:

NO REFUND OF FEES. If, after Your acceptance of this Agreement, You subsequently terminate this Agreement for any reason, cease use of the SOFTWARE, and/or breach this Agreement resulting in either termination of this Agreement and Your license hereunder by ShirtSoftware LLC or the downgrade of Your license hereunder by Shirtsoftware LLC to “free” status, then You will not be entitled to any refund whatsoever of any fees paid to Shirtsoftware LLC (including, without limitation, any setup and monthly fees).

STORAGE/NETWORK USE. You may store or install a copy of the SOFTWARE on a storage device, such as a network server, used only to Run the SOFTWARE on Your other Computers over an internal network; however, You must acquire and dedicate a license for each separate Computer on which the SOFTWARE is Run from the storage device.

OPERATING SYSTEM UPGRADES. The SOFTWARE may contain operating systems components' software upgrades required for proper operation of the SOFTWARE. Any such operating systems' software upgrades are licensed to You under the terms and conditions of the operating system software license or a separate end user license agreement provided with such upgrades, not this Agreement.

LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE or make any attempt to discover the source code of the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

RENTAL. You may not rent or lease or lend or sublicense the SOFTWARE.

NOT FOR RESALE SOFTWARE. The SOFTWARE is labeled "Not for Resale" or "NFR", notwithstanding other sections of this Agreement, You may not resell, or otherwise transfer for value, the SOFTWARE. You may not assign this Agreement without the express written consent of ShirtSoftware LLC.

TRADEMARKS. ShirtSoftware LLC is the owner of certain trademarks, including without limitation ShirtSoftware.com, ShirtSoftware, LLC. This Agreement does not grant You any rights in connection with any trademarks or service marks of ShirtSoftware LLC or its suppliers.

SUPPORT SERVICES. ShirtSoftware LLC may provide You with support services related to the SOFTWARE. Use of Support Services is governed by the ShirtSoftware LLC policies and programs described in the user manual, in "online" documentation, and/or other ShirtSoftware LLC-provided materials. Any supplemental SOFTWARE code provided to You as a part of Support Services shall be considered part of the SOFTWARE and subject to the terms of this Agreement, except that the Limited Warranty does not apply to Support Services or that supplemental code. With respect to technical information You provide to ShirtSoftware LLC as part of the Support Services, ShirtSoftware LLC may use such information for its business purposes, including for product support and development. ShirtSoftware LLC will not utilize such technical information in a form that personally identifies You.

RESERVATION OF RIGHTS. ShirtSoftware LLC reserves all rights not expressly granted to You in this Agreement.

COPYRIGHT. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, product shots, animations, video, audio, product drawings, music, text and "applets," incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by ShirtSoftware LLC or its suppliers. All title and intellectual property rights in and to the content which is not contained in the SOFTWARE but may be accessed through use of the SOFTWARE is the product of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Use of any on-line services which may be accessed through the SOFTWARE may be governed by the respective terms of use relating to such services. If this SOFTWARE contains documentation which is provided only in electronic form, You may print one copy of such electronic documentation. You may not copy the non-electronic materials accompanying the SOFTWARE. All rights not specifically granted under this Agreement are reserved by ShirtSoftware LLC and its suppliers. You acknowledge Shirt Software LLC's ownership of the SOFTWARE and agree not to challenge the validity or enforceability of any copyrights, trade secrets, patents and other intellectual property rights associated with the SOFTWARE.

BACK-UP COPY. After installation of one copy of the SOFTWARE pursuant to this Agreement, You may keep the original media on which the SOFTWARE was provided solely for backup or archival purposes. If the original media is required to use the SOFTWARE on the Computer, You may make one copy of the SOFTWARE solely for backup or archival purposes. You may not make unauthorized copies of the SOFTWARE or to circumvent any copy protection technology employed in the SOFTWARE; exceptions can apply in limited circumstances that may or may not apply to You.

LANGUAGE VERSION SELECTION. ShirtSoftware LLC may have elected to provide You with a selection of language versions for one or more of the ShirtSoftware LLC SOFTWARE licensed under this Agreement. If the SOFTWARE is included in more than one language version, You are licensed to use only one of the language versions on Your Computer at a time. As part of the setup process for the SOFTWARE You will be given an option to select a language version for set up on the Computer.

ONLY APPROPRIATE USE. You may not use the SOFTWARE in violation of law or in violation of any third party rights.

Part 2: COPYRIGHT/TRADEMARK PROTECTIONS

You agree and understand that ShirtSoftware LLC has preloaded many pieces of clipart for you to use. In specific cases you may or may not have permission to use such pieces of clipart. If the clipart is a trademarked logo or a copyrighted term, than you shall have sole responsibility in confirming your legal right to use such logo. Certain trademarked logos and copyrighted terms have restrictions attached as to how and when such logos may be used. You agree that you are solely responsible in making sure that such logos or trademarks are being used according to the legal holders' standards.

Currently ShirtSoftware LLC has entered agreements that allows ShirtSoftware LLC to offer you preloaded trademarked products. You understand that at any time such agreements can change, and should that happen ShirtSoftware LLC will do everything with in it's power to find an acceptable substitute, but makes no warranties that such substitute will be satisfactory to you or your clients.

You are solely responsible for the content, ownership, and integrity of your use of the SOFTWARE, as well as any merchandise created via the SOFTWARE, and ShirtSoftware LLC shall have no liability with respect to any claims brought by third parties relating to your use of the SOFTWARE, including without limitation any merchandise created or sold by you which was produced using the SOFTWARE.

Part 3: CONFIDENTIAL INFORMATION

Each of the parties hereto agrees to keep confidential any and all information with respect to the other party, including without limitation, information relating to data, technology, business, financial affairs, and operations of the other party ("Confidential Information") which it has received or may in the future receive in connection with this Agreement which is not otherwise available to the general public without restriction. Notwithstanding the foregoing, each of the parties shall be entitled to disclose such Confidential Information (i) to its agents, employees or representatives who have a need to know such Confidential Information for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, or (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement provided that the party wishing or required to disclose such Confidential Information shall give the other reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Confidential Information shall not include that information defined as Confidential Information above which the receiving party can establish (i) was in the possession of the receiving party at the time of disclosure; (ii) prior to or after the time of disclosure became part of the public domain without the act or omission of the party to whom it was disclosed; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving party without the use of Confidential Information. All confidentiality provisions shall survive termination of the Agreement.

Part 4: INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ShirtSoftware LLC, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with ShirtSoftware LLC from and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against ShirtSoftware LLC arising out of Your use of the SOFTWARE in any manner except as expressly authorized herein. The disclaimers of warranties and damages and limitations on liability, and indemnity provisions shall survive termination.

Part 5: GENERAL PROVISIONS

The following provisions apply to the SOFTWARE.

DISCLAIMER OF WARRANTIES

Except for express warranties stated in the Limited Warranty, YOU AGREE THAT THE SOFTWARE AND ANY SUPPORT SERVICES ARE: (1) PROVIDED AS IS AND WITH ALL FAULTS, AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU, AND THAT SHIRTSOFTWARE LLC DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; and (2) that ShirtSoftware LLC and its suppliers, affiliates, and agents MAKE NO, AND DISCLAIM ALL OTHER WARRANTIES OF EVERY NATURE, INCLUDING BUT NOT LIMITED TO: ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR ANY PURPOSE OR OF SYSTEM INTEGRATION, OR CREATED BY TRADE USAGE OR COURSE OF DEALING; ALL DUTIES OF REASONABLE WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE, and; ANY (IF ANY) IMPLIED OR SIMILAR OBLIGATIONS REGARDING TRANSMISSION, AVAILABILITY, ACCURACY, FUNCTIONALITY OR LACK OF VIRUSES OR HARMFUL CODE. Also, THERE IS NO WARRANTY OF TITLE OR AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR ANY SUPPORT SERVICE OR AGAINST INTELLECTUAL PROPERTY INFRINGEMENT OR THE LIKE.

EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

TO THE FULL EXTENT ALLOWED BY LAW, SHIRTSOFTWARE LLC AND ITS SUPPLIERS, AFFILIATES AND AGENTS ARE NOT LIABLE FOR ANY:

(i) CONSEQUENTIAL OR INCIDENTAL DAMAGES;
(ii) DAMAGES OR LOSS OF ANY NATURE WHATSOEVER RELATING TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR PRIVACY OR CONFIDENTIALITY, ANY INABILITY TO USE ALL OR PART OF THE SOFTWARE, PERSONAL INJURY, OR ANY FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF NEGLIGENCE, GOOD FAITH OR OF WORKMANLIKE EFFORT); OR
(iii) INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE OR SUPPORT SERVICES. THE FOREGOING APPLIES EVEN IF SHIRTSOFTWARE LLC OR ANY SUPPLIER, AFFILIATE OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, MISREPRESENTATION OR OTHER REASON.

LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY. Your exclusive remedy for any breach of the Limited Warranty is set forth in the Limited Warranty. AS FOR ALL OTHER BREACHES OF THIS AGREEMENT BY SHIRTSOFTWARE LLC, ITS SUPPLIERS, AFFILIATES OR AGENTS, YOU AGREE THAT YOUR SOLE REMEDY FOR ANY SUCH BREACH AND FOR ANY OTHER CAUSE OF ACTION OF ANY NATURE RELATING TO PARTS 1 OR 3 OF THIS AGREEMENT OR TO THE SOFTWARE, OR SUPPORT SERVICES SHALL BE, AT SHIRTSOFTWARE LLC'S OPTION, (1) repair or replacement of all or part of the SOFTWARE or Support Service (including without limitation, repair or replacements with non-ShirtSoftware LLC items); or (2) refund of the amount You actually paid to Shirtsoftware LLC for the respective SOFTWARE or Support Service causing Your damages, which refund amount shall not exceed the actual damages incurred by You; or (3) with respect to Support Services, any lesser and different remedy or limitation contained in the contract for those services. You agree that the damage exclusions in this Agreement and this limitation of liability shall apply even if any remedy fails of its essential purpose.

YOUR WARRANTIES. You have full capacity and authority to enter into this Agreement. You do not reside in any country or jurisdiction to which export of US products are prohibited or restricted, and you may not ship or export the SOFTWARE into any country in any manner prohibited by law or regulation. You will not use the SOFTWARE in any manner not permitted by this Agreement, and Your use of the SOFTWARE will not violate any law or third party rights. The information you are providing in conjunction with this Agreement is true and accurate. You and Your affiliates, partners, associates, contractors, sub-contractors and anyone with whom You have a business relationship ("AFFILIATES") are not competitors of ShirtSoftware LLC and are not developers of software that is similar to the SOFTWARE or software that may be used to create customized clothing. Furthermore, You warrant that You and Your AFFILIATES will not create any Internet website or other electronic means for creating customized clothing during and after the duration of this Agreement.

SECURITY. There are technological measures in this SOFTWARE that are designed to prevent unlicensed or illegal use of the SOFTWARE. You agree that ShirtSoftware LLC may use these measures to protect ShirtSoftware LLC against software piracy. This SOFTWARE may contain enforcement technology that limits the ability to access, install or uninstall the SOFTWARE.

GOVERNING LAW; EXCLUSIVE FORUM. If You acquired SOFTWARE in the United States of America, all parts of this Agreement (including the Limited Warranty) shall be construed under and controlled by the laws of the State of Arizona, U.S.A., and You irrevocably consent to exclusive jurisdiction and venue in the federal courts sitting in Maricopa County, AZ unless no federal subject matter jurisdiction exists, in which case You irrevocably consent to exclusive jurisdiction and venue in the Superior Court of Maricopa County, AZ.

QUESTIONS. Should You have any questions concerning this agreement, or if You desire to contact ShirtSoftware LLC for any reason, please use the address information on the World Wide Web at www.ShirtSoftware.com.

Part 6: LIMITED WARRANTY

A. WARRANTIES.

1. Express Warranty. Subject to the terms and conditions of this Limited Warranty and in lieu of any other (if any) express warranties, ShirtSoftware LLC warrants that under normal use and service, on the date of acquisition as shown on Your receipt or similar proof of payment and for the next 60 days that the SOFTWARE will substantially conform with the accompanying ShirtSoftware LLC documentation. As to any defects discovered after the Warranty Period, there is no warranty or condition of any kind.

This Limited Warranty does not cover, and no warranty of any kind is provided with respect to any subjective or aesthetic aspects of the SOFTWARE. The express warranty stated above is the only express warranty made to You and is provided in lieu of all other express or implied warranties and conditions (except for any non-disclaimable implied warranties that exist), including any created by any other documentation. No information or suggestions (oral or in a record) given by ShirtSoftware LLC, its agents, affiliates or suppliers or its or their employees or agents, shall create a warranty or condition or expand the scope of this Limited Warranty. The "Governing Law; Exclusive Forum" provision of Part 2 of the Agreement applies to this Limited Warranty and is incorporated herein by this reference.

2. Limitation on Duration of Implied Warranties. If You are a consumer, You may also have an implied warranty and/or condition under the laws of some jurisdictions, which is hereby limited to the duration of the Warranty Period.

B. EXCLUSIVE REMEDY. Subject to applicable law and the following, and provided that You return the SOFTWARE to ShirtSoftware LLC with a copy of Your receipt or other bona fide proof of payment during the Warranty Period, ShirtSoftware LLC will, at its option and as Your exclusive remedy for breach of this Limited Warranty and any implied warranties: repair or replace all or part of the defective SOFTWARE.

The above remedy is subject to the following:

ShirtSoftware LLC does not provide any warranties regarding any other services provided under this Limited Warranty and disclaims all duties (if any) of workmanlike effort or of lack of negligence regarding such services.

C. EXCLUSION OF OTHER DAMAGES. TO THE FULL EXTENT ALLOWED BY LAW, SHIRTSOFTWARE LLC AND ITS SUPPLIERS, AFFILIATES AND AGENTS ARE NOT LIABLE FOR ANY:

(i) CONSEQUENTIAL OR INCIDENTAL DAMAGES;
(ii) DAMAGES OR LOSS OF ANY NATURE WHATSOEVER RELATING TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR PRIVACY OR CONFIDENTIALITY, ANY INABILITY TO USE ALL OR PART OF THE HARDWARE DEVICE OR SOFTWARE, PERSONAL INJURY, OR ANY FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF NEGLIGENCE, GOOD FAITH OR OF WORKMANLIKE EFFORT); OR
(iii) INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE. THE FOREGOING APPLIES EVEN IF SHIRTSOFTWARE LLC OR ANY SUPPLIER, AFFILIATE OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, MISREPRESENTATION OR OTHER REASON.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusions many not apply to You.

D. EXCLUSIONS FROM COVERAGE. This Limited Warranty shall not apply and ShirtSoftware LLC has no liability under this Limited Warranty if the SOFTWARE:

- is modified or tampered with;

- is damaged by Acts of God, power surge, misuse, abuse, negligence, accident, wear and tear, mishandling, misapplication, or other causes unrelated to defects in the SOFTWARE;

- is damaged by programs, data, viruses, or files, or during shipments or transmissions;

- is not used in accordance with the accompanying documentation and use instructions; or

- is repaired, modified or altered by other than a ShirtSoftware LLC authorized agent.

This Limited Warranty does not include any warranty regarding legal rights or abilities, such as any warranty regarding title, quiet enjoyment or lack of infringement.

E. REGISTRATION. You need not register Your acquisition of the SOFTWARE for the Limited Warranty to be effective.

F. BENEFICIARY. To the extent allowed by applicable law, the Limited Warranty is only made to You, the first licensed user of the SOFTWARE, and there are no third party beneficiaries of the Limited Warranty. Except as required by law, this Limited Warranty is not intended for and does not apply to anyone else, including anyone to whom You make any transfer as authorized in the Agreement.

G. FURTHER INFORMATION. ShirtSoftware LLC is the warrantor under this Limited Warranty. To receive instructions for obtaining performance of this Limited Warranty You must either contact the ShirtSoftware LLC subsidiary serving Your country, or write to: ShirtSoftware LLC, 905 N. Scottsdale Rd, Tempe, AZ 85281, USA, or visit ShirtSoftware LLC on the World Wide Web at http://www.ShirtSoftware LLC.com.

This Limited Warranty gives You specific legal rights and You may also have other rights which vary from jurisdiction to jurisdiction. Where any term of this Limited Warranty is prohibited by such laws, it shall be null and void, but the remainder of the Limited Warranty shall remain in full force and effect if its allocation of risks is not materially disturbed.