BIG MEDIUM SOFTWARE
LICENSE AGREEMENT
December 16, 2007

READ CAREFULLY - THIS IS A BINDING LEGAL AGREEMENT

Use of Big Medium software (the "Software") is subject to all of the terms and conditions of this License Agreement (the "Agreement") between you (the "End User," either an individual or an entity) and Global Moxie LLC ("Global Moxie"). By downloading, copying, installing or using the Software at any time, you agree to be bound by all of the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, the Software may not be copied, installed or used and must be removed from your computer systems. 

1. LICENSE GRANT

1.1 Subject to the terms and conditions of this Agreement, Global Moxie hereby grants to the End User, commencing on the date of the End User's first receipt of the Software (the "Effective Date") and continuing for the term of this Agreement, a non-exclusive, non-transferable, revocable, limited license to install and use the Software, in the form provided by Global Moxie with all proprietary notices intact, and to use any documentation provided in connection with the Software (the "Documentation"): (i) on a single production server to create, publish and maintain an unlimited number of Web sites ("sites") for an unlimited number of users; and (ii) on an unlimited number of other computer systems solely for the purposes of testing, training, development, quality assurance, validation, backup and/or disaster recovery. For the purposes of this Agreement, the rights granted in this Section 1.1 are collectively referred to as the "License Grant".

1.2 Global Moxie provides a free 30-day trial of the Software, after which the End User must register and pay the applicable license fee ("Registration") to continue using the Software under the terms of the Agreement.

2. RIGHTS RESERVED. Global Moxie owns all right, title and interest in and to the Software and the Documentation, associated icons and graphics, and the Global Moxie and Big Medium logos, marks and trade dress. Global Moxie reserves all rights to the Software and Documentation that are not expressly granted in this Agreement. Nothing in this Agreement will be construed as granting the End User any property rights, by license or otherwise, to the Software or any Documentation, or to any invention or any patent, copyright, trademark, or other intellectual property right that has been issued, or that may issue, based on the Software and/or Documentation. The Software and Documentation are licensed hereby, not sold.

3. RESTRICTIONS. 

3.1 The End User will use the Software in compliance with any and all applicable laws, rules and regulations of the jurisdictions in which the End User uses the Software. In addition, the End User may not under any circumstances:

3.1.1 Create and/or distribute derivative works based on the Software (however, the creation and/or distribution of plugins and other extensions to the Software making use of application programming interfaces published by Global Moxie is permitted);

3.1.2 Reproduce the Software and/or the Documentation except as described in this Agreement. (The documentation manual, "Big Medium 2: The Complete Guide," may be copied, redistributed and adapted under the following conditions: You may not use this work for commercial purposes without the permission of Global Moxie, and you must attribute the original work to Josh Clark. The manual is licensed under the Creative Commons Attribution-Noncommercial 3.0 Unported license.)

3.1.3 Sell, lease, assign, license, sublicense, disclose, distribute or otherwise transfer or make available the Software and/or the Documentation, in whole or in part or any copies thereof, in any form to any third parties, except as described in this Agreement.

3.1.4 Place the Software onto a server so that it is accessible via a public network such as the Internet, except as provided for above in the License Grant.

3.1.5 Remove or alter any proprietary notices on the Software.

3.2 The End User acknowledges that any violation of this Section 3 will cause Global Moxie immediate and irreparable harm and that the damages which Global Moxie will suffer may be difficult or impossible to measure. Therefore, upon any actual or impending violation of this Section 3, Global Moxie shall be entitled to the issuance of a restraining order, preliminary and permanent injunction without bond, restraining or enjoining such violation by the End User, the End User's successors or assigns or any entity or person acting in concert with the End User. Such remedy shall be additional to and not in limitation of any other remedy which may otherwise be available to Global Moxie by law.

4. SERVICE PLAN AND UPDATES. Subject to the terms and conditions of this Agreement, Global Moxie will provide a service plan (the "Service Plan") for a period of one year from Registration to make any software updates available to the End User. During the effective period of the Service Plan and while the Agreement remains in effect, Global Moxie will make available to the End User all updates to the Software released by Global Moxie. The End User may renew the Service Plan at any time for a fee to be determined at the sole discretion of Global Moxie.

5. TRANSFERS. You may assign all your license to use the Software and Documentation to another person or legal entity (the "Assignee"), provided however, that prior to such assignment, the Assignee undertakes in writing to be bound by your obligations under this Agreement. Any attempt to assign or transfer the license to the Software, the Documentation or this Agreement shall be ineffective, unless the assignment complies with the terms of this paragraph. Upon assignment of your license hereunder, you agree to transfer to the Assignee all of your copies of the Software and Documentation, including all copies of updates and prior versions of the Software and Documentation and you further agree and that you will retain no copies, including, without limitation, electronic copies stored on computer discs or drives.

6. TERM AND TERMINATION. This Agreement takes effect upon the End User's acceptance of the terms of this Agreement and remains effective until terminated by either party in accordance with this Agreement. The End User may terminate this Agreement at any time by destroying all copies of the Software and Documentation in the End User's possession and giving Global Moxie prompt notice of same. This Agreement will automatically terminate if the End User fails to comply with any term or condition of this Agreement. Upon termination of this Agreement, the End User warrants and represents that the End User will immediately destroy all copies of the Software and Documentation or other materials provided to the End User hereunder, if any, that are still in possession and provide Global Moxie prompt written assurance of same. 

7. WARRANTIES AND REMEDIES; DISCLAIMERS. 

7.1 Global Moxie warrants that the Software does not contain any instructions intentionally designed to modify, damage, destroy, record or transmit information within a computer, computer system or computer network without the intent or permission of the owner of the information. This warranty does not apply to any "open source" code included in or incorporated into the Software. During the term of this Agreement, if any portion of the Software (other than "open source" code) is found to be in violation of this warranty, Global Moxie will, at its sole expense, make reasonable commercial efforts to modify or replace the Software so that it complies with this warranty, without any material loss of the Software's functionality, and the End User will permit Global Moxie a commercially reasonable amount of time to effect such modification or replacement prior to pursuing any other remedy for breach of this warranty.

7.2 Global Moxie warrants that the Software does not infringe any intellectual property rights of any third party. This warranty does not apply to any "open source" code included in or incorporated into the Software. During the term of this Agreement, if any portion of the Software (other than "open source" code) is found to be in violation of this warranty, Global Moxie will, at its sole expense, make reasonable commercial efforts to modify or replace the Software so that it complies with this warranty, without any material loss of the Software's functionality, or to obtain the right for the End User to continue to use the Software consistent with this Agreement and the End User will permit Global Moxie a commercially reasonable amount of time to effect such modification or replacement or obtain such right prior to pursuing any other remedy for breach of this warranty.

7.3 EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, GLOBAL MOXIE MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, GLOBAL MOXIE'S PRODUCTS AND SERVICES ARE PROVIDED "AS-IS" AND GLOBAL MOXIE DISCLAIMS ANY REPRESENTATION THAT ITS PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SOFTWARE AND DOCUMENTATION INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE SOFTWARE AND ASSUMES ALL RISKS ASSOCIATED WITH ITS USE.

8. INDEMNIFICATION. The End User will indemnify, defend and otherwise hold harmless Global Moxie, its officers, directors, employees, agents and subsidiaries from and against any claim or suit brought against Global Moxie relating to, or resulting from the End User's use of the Software. Global Moxie will promptly notify the End User of any and all such claims and will reasonably cooperate with the End User with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Global Moxie in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Global Moxie's written consent (to be granted or withheld at Global Moxie's sole discretion) and Global Moxie may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim.

9. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH THE BREACH ANY OF THE PROVISIONS LISTED IN SECTION 3, "RESTRICTIONS", ABOVE, OR THE INDEMNIFICATION OF THIRD PARTY CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THIS AGREEMENT. IN NO EVENT WILL GLOBAL MOXIE'S TOTAL CUMULATIVE LIABILITIES EXCEED ONE HUNDRED US DOLLARS ($100 USD).

10. GENERAL.

10.1 This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles. If the End User is outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.

10.2 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.

10.3 The manufacture and sale of the Software is subject to the export control laws of the United States of America, including the U.S. Bureau of Industry and Security regulations, as amended, and hereby agree to obey any and all such laws.

10.4 Failure by a party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.

10.5 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.

10.6 This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

10.7 Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, failure of suppliers and governmental action, which are beyond its reasonable control.

10.8 The section titles and numbering of this Agreement are displayed for convenience and have no legal effect.

10.9 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
