The Pixel Farm Ltd. PFAccount

THE PIXEL FARM LTD.
END USER SOFTWARE LICENSE AGREEMENT for "Enterprise Accounts"

The Pixel Farm End-User License Agreement

IMPORTANT - READ CAREFULLY:

This End-User License Agreement For Enterprise Account Customers ("EULA") is a legal agreement between you and The Pixel Farm Ltd.("PF"), or the applicable subsidiary or reseller ("Licensor"), for the software product identified above, which includes computer software and associated media and printed materials and "online" or electronic documentation ("SOFTWARE PRODUCT" or "SOFTWARE"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by all the terms and conditions set forth below. You also agree that your consent given electronically has the same value and carries the same obligations as if signed by you.

In order to use the SOFTWARE PRODUCT you must have set up a pre approved Pixel Farm Account. The account is essential for the operation and management of the SOFTWARE and must be set up by you prior to purchasing any entitlements and/or accessing the SOFTWARE. In addition, support services, licensing and software downloads are all accessed and managed from this account by the account administrator and sub managers.

Operation of the SOFTWARE PRODUCT without a license removes the availability of certain functions provided by the SOFTWARE PRODUCT and requires a persistent internet connection to PF servers.

More information is available via the link www.thepixelfarm.co.uk/enterprise-account-info

All of your approved Account Terms and any entitlements you purchase are governed by this EULA.

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

1. GRANT OF LICENSE. This EULA grants you the following rights:

* Installation. If not already installed, you may install the SOFTWARE PRODUCT on your workstations or storage devices, such as network servers used to install the SOFTWARE PRODUCT on workstations. You will require an internet connection to be able to download and administer the SOFTWARE PRODUCT.
You have purchased a license to use on a single server whose usage is restricted to the single entity whom you notified to PF. You will need to install the SOFTWARE onto all workstations or storage devices which form part of the internal network on which you intend to use the SOFTWARE subject to the number of licenses/entitlements which you have bought.
* Use. You may use one copy of the SOFTWARE PRODUCT, or in its place, any prior version for the same operating system, on a single workstation.
* Responsibility for Users. You shall be responsible for and shall procure compliance by any users with the terms of this EULA. In particular you shall be responsible for all license and other fees associated with this license irrespective of whether you or any users within your licensed entity actually use and/or access the SOFTWARE.
* Super User. As an enterprise licensee you may appoint one person who works for the entity licensed to use the SOFTWARE and notify such person to PF to be a Super User who may perform various agreed administrative tasks connected to the usage of the PF SOFTWARE.
* PF Account. You must open a PF account prior to entering into this EULA. You must use the PF account to activate licenses on a license server and install the SOFTWARE on each individual workstation desktop required to run software. You must use PF Account to manage/increase entitlements in your account and obtain administrator support for any licensing, installation or purchasing queries. You must use the SOFTWARE on each individual workstation to obtain user support for any operational support questions.
* Additional License(s). If you have purchase additional licenses, you may use the number of additional copies of the computer software portion of the SOFTWARE PRODUCT as specified by Licensor.
Licenses with annual maintenance will include support and any upgrades made available for one year after purchase, but will not include any upgrades or support after that period has ended.
Perpetual licenses will include any upgrades made available after purchase. Support will be included for one year after purchase.

For the avoidance of doubt you will be deemed to have accepted the SOFTWARE as soon as you start downloading the SOFTWARE.

2. YOUR RESPONSIBILITIES

* Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble or modify the SOFTWARE PRODUCT, 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 the SOFTWARE PRODUCT without the prior agreement of PF save that but such rental shall at all times be subject to the terms of this EULA.
* Entity and personnel restriction. You have purchased a license restricted to one identified server. Only your employees or consultants working engaged by you and under your control may use and/or access the SOFTWARE. Neither any of your affiliates, nor any associated companies within your Group (as defined by the Companies Act) including any employees or consultants engaged by such entities may use and/or access the SOFTWARE.
* Not For Resale Software. You may not resell the SOFTWARE PRODUCT unless you are a reseller who has executed a Reseller Agreement with Pixel Farm whether directly or indirectly.
* Software Transfer. You may not transfer any of your rights under this EULA, including any rights to receive annual maintenance of the SOFTWARE, which you may have acquired, without Licensor prior written approval and upon payment of applicable transfer charges. You may also be required to execute a written declaration confirming that you have not retained any copy of the transferred SOFTWARE PRODUCT. In the case Licensor accepts such transfer and all conditions above have been fulfilled, the recipient of such transfer shall agree to be bound by the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade, any transfer must include all prior versions of the SOFTWARE PRODUCT.

In addition you shall:
(a) ensure that the number of persons using the SOFTWARE does not exceed the number of licenses or users you have paid for
(b) keep a complete and accurate record of your copying and disclosure of the SOFTWARE and its users, and produce such record to the Licensor on request from time to time;
(c) notify the Licensor as soon as you become aware of any unauthorized use of the SOFTWARE by any person;
(d) pay, for broadening the scope of the licenses granted under this license to cover the unauthorized use, an amount equal to the fees which the Licensor would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorized use on the date when such use commenced together with interest at 2% above the base rate of Barclays Bank PLC.
(e) adhere to any other restrictions (such as educational use only) that were agreed when you purchased the license.

Further you shall not:
(a) sub-license, assign or novate the benefit or burden of this license in whole or in part;
(b) allow the SOFTWARE to become the subject of any charge, lien or encumbrance; and
(c) deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of the Licensor

3. UPGRADES. If the SOFTWARE PRODUCT is an upgrade (whether acquired through maintenance or a separate acquisition), you now may use only that upgraded product, in accordance with this EULA. PF may apply a charge to upgrade the SOFTWARE PRODUCT at its sole discretion.

4. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by PF. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material except that you may either (a) make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes or (b) install the SOFTWARE PRODUCT on a single computer provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.

5. COMPLIANCE. You acknowledge and agree that the Licensor shall log any relevant IP addresses and related machine identifiers to monitor your compliance with the terms of this EULA

6. MISCELLANEOUS

From time to time it may be necessary for the Licensor to change the terms of this EULA and/or its relationship with you to reflect for example changes in law or its business requirements. The Licensor will notify you of any changes and you will be required to accept such changes when you next log in to your account. If you do not accept such changes you will not be able to access your account and/or the Pixel Farm software and your account may in turn be deleted at the discretion of the Licensor.
This EULA is governed by the laws of England and the parties subject to the non-exclusive jurisdiction of the courts of England.

Should you have any questions concerning this EULA, or if you desire to contact Licensor for any reason, please contact The Pixel Farm Ltd. or The Pixel Farm Ltd. subsidiary serving your country, or write:

The Pixel Farm Ltd.
Sales Dept.
Unit 1 Pattenden Business Park,
Pattenden Lane,
Marden,
Tonbridge,
Kent.
TN12 9QS.
England
+44 (0)1622 808670

This application may connect to our server to check release and license status. Only information relating to the application will be transmitted and no information transmitted will be stored or retransmitted by The Pixel Farm other than that needed to confirm the status of the application.

7. LIMITED WARRANTY. Licensor warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of thirty (30) days from the date of purchase. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days.

8. CUSTOMER REMEDIES. Licensor's and its suppliers' entire liability and your exclusive remedy shall be, at Licensor's option, either (a) return of the price paid, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet Licensor’s Limited Warranty and which is returned to Licensor with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted in the reasonable opinion of the Licensor from accident, abuse, modification or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

9. NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Licensor and its suppliers disclaim all other warranties, either express or implied, including, but not limited to, implied warranties of merchantability AND fitness for a particular purpose, with regard to the SOFTWARE PRODUCT. This limited warranty gives you specific legal rights. You may have others, which vary from state/jurisdiction to state/jurisdiction. Licensor does not warrant that your use of the SOFTWARE PRODUCT will be uninterrupted or error free.

10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Licensor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT, even if Licensor has been advised of the possibility of such damages.

11. LIMITATION OF LIABILITY. The maximum liability of Licensor arising out of the license of the Software or the use thereof, whether based upon warranty, contract, tort or otherwise, shall not exceed the actual payments received by Licensor.
As some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.

12. TERMINATION. Without prejudice to any other rights, Licensor may terminate this EULA (including your license to use the SOFTWARE with immediate effect if:

a) if you fail to comply with or breach any of the terms and conditions of this EULA ; or,
b) you file a petition in bankruptcy; file a petition seeking any reorganization, arrangement, composition or similar relief under any law regarding insolvency or relief for debtors; or make an assignment for the benefit of creditors; or
c) a receiver, trustee or similar officer is appointed for the business or property of you; or
d) any involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against you and not stayed, enjoined, or discharged within sixty (60) days; or
e) you adopt a resolution for, or undertakes to effect a, discontinuance of your business or dissolution

In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

13. CONFIDENTIALITY and PRIVACY

Each party shall, during the term of this license and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this license) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this license, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavors to prevent the unauthorized disclosure of any such information.

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

Each party shall comply with the Pixel Farm Privacy policy as may be updated from time to time.

14. EXPORT. Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

Each party undertakes:
(a) contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and
(b) if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

15. BOILERPLATE

Entire Agreement.
This EULA together with your license purchase details as submitted to the Licensor constitutes the entire agreement between you and the Licensor and except as expressly set out herein, shall not be amended, altered or changed except by a written agreement signed by the parties hereto. Any terms and conditions in any purchase order or other instrument issued by you in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement shall not be binding on the Licensor and the terms of this Agreement shall prevail. You acknowledge that you are not entering into this Agreement on the basis of any representations not expressly contained herein. You shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligent or innocent) of any person other than as expressly set out herein, in which event the only remedy available to you shall be for breach of contract.

Severability.
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, so far as permissible, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

Assignability of Agreement.
This Agreement shall not be assigned by either party, whether voluntarily or by operation of law, and you may not delegate your duties without the prior written consent of THE PIXEL FARM. However, THE PIXEL FARM may assign this Agreement to a subsidiary or entity controlled by or under common control with THE PIXEL FARM or to any entity that acquires all or substantially all of its business. Any change of 50% or more of the ownership or control of you shall be deemed an "assignment" for purposes hereof. You undertake to promptly notify THE PIXEL FARM in advance of any such change in ownership or control.

Third Party Rights.
To the maximum extent legally permissible, no provision of this Agreement shall be enforceable by any third party under any express provision of law or otherwise.

Waivers.
Either party's delay or failure to exercise any of the rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.

Force Majeure.
Neither party shall be liable for failure to perform or delays in performing where such failure or delay shall have been due wholly or in part to unforeseen circumstances or due to causes beyond its reasonable control, including, but not limited to government regulation, work stoppages, fires, civil disobedience, embargo, war, riots, rebellions, earthquakes, strikes, floods, water and the elements. However, this subsection shall not relieve or excuse the RESELLER as regards any payment obligation.

Confidentiality of Terms of Agreement.
Except where expressly agreed or legally compelled by any governmental or judicial authority, the parties agree not to disclose to any third party the terms or existence of this Agreement.