Proposal Kit License Agreement /

IMPORTANT – READ CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE:

This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Proposal Kit, Inc. for the Proposal Kit ("SOFTWARE"). The SOFTWARE includes computer software, documents, the associated media, and all documentation in any format. By installing, copying or otherwise using the SOFTWARE, you acknowledge that valuable consideration has been exchanged, and agree to be bound by the terms of this Agreement.IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE IN ANY MANNER.

THIS AGREEMENT APPLIES TO ALL VERSIONS OF THE SOFTWARE IDENTIFIED ABOVE.

Any personal information (your name, age, email and postal address and other personal information) that you provide to Proposal Kit, Inc. is subject to the Proposal Kit Privacy Policy posted at: Privacy Policy

SOFTWARE LICENSE

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.

1. GRANT OF LICENSE. This Agreement grants you the following non-exclusive rights in the SOFTWARE:

Software: You may install and use one copy of the SOFTWARE on up to five (5) computers at a time for use in the day to day operations of your business by up to five (5) individuals at a time. If you license the SOFTWARE and sell copies of individual forms to others, you must purchase a license for each individual to whom you distribute or otherwise make the forms available. No other distribution of the SOFTWARE or the forms is permitted. It is your responsibility to inform end-users of the forms of the terms of this license and that they are not permitted to distribute the forms in any way. The translation, adaptation, arrangement or any other alteration of the SOFTWARE is expressly prohibited.

Storage/Network Use: You may not store or install a copy of the computer software portion of the SOFTWARE over an internal network or distribute the SOFTWARE to your other computers over an internal network or other storage media/drive. Additional licenses must be purchased for installation on additional computers and/or network access.

Back-up Copy: You may make a single back-up copy of the SOFTWARE. You may use the back-up copy solely for archival purposes.

The rights granted under the terms of this License include any software upgrades that replace and/or supplement the original SOFTWARE, unless such upgrade is distributed for a fee.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. Limitations on Reverse Engineering, Decompilation and Disassembly: Except as and only to the extent expressly permitted in this License or by applicable law, you may not reverse engineer, disassemble or decompile or otherwise reverse engineer or attempt to reverse engineer or derive code from the SOFTWARE (including, without limitation, data packets over the Internet), and you hereby expressly waive any legal rights you may have to do so, including any claim that such activities constitute “Fair Use” or are for “interoperability purposes” under the Digital Millennium Copyright Act. Any such attempt shall exceed the “authorized access” you have to the System as term is defined under 18 U.S.C. § 1030. You may not create derivative works of the SOFTWARE, or any part thereof.

Separation of Components: The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer at a time.

Distribution: You may not distribute to the public, rent, lease, lend or sublicense the SOFTWARE or any templates contained within the SOFTWARE.

3rd-Party Systems: You may not upload Proposal Kit documents or content to web-based or SAAS 3rd-Party systems without express permission.

3rd-Party Licenses: The software and templates contain licensed content (logos, fonts, stock photography) from 3rd-parties. Any logos, fonts and stock photography included in the software and templates is only licensed for use within the template and may not be separated from the templates or software and may not be used for any other purposes than with the software or templates.

Proprietary Notices: You may not remove or modify any proprietary notices on or in the SOFTWARE or documentation.

You agree to comply with all applicable laws, statutes and regulations with respect to your use of the SOFTWARE and templates, including all copyright and other intellectual property laws, and all trade regulations. The SOFTWARE may not be downloaded or exported (a) into (or to a national or resident of) Cuba, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List.

PROPOSAL KIT, INC. RETAINS ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT.

3. SUPPORT. You are solely responsible for ensuring that your computer and internet connections meet the minimum requirements necessary to install and use the SOFTWARE. Proposal Kit, Inc. has no obligation to provide support or maintenance for the SOFTWARE.

4. USE OF SOFTWARE. You are solely responsible for the suitability and use of the SOFTWARE and templates in your own business. Any documents used in the course of your business should be reviewed by your own attorney. It is your responsibility to ensure that any materials or documents you use conform to the laws of the applicable locality, state, country or province.

5. PAYMENT OBLIGATIONS. The License granted in this Agreement shall be immediately revoked in the event of a returned order or fraudulent charge back. You shall be billed back for continued use of returned or charged back products. Proposal Kit, Inc. reserves the right to notify the proper authorities in the event of fraudulent credit card orders or abuse of the License granted herein.

6. UPGRADES. To obtain upgrades and updates visit www.ProposalKit.com.

7. NO LEGAL ADVICE PROVIDED. Proposal Kit, Inc. sells the SOFTWARE as a service for law firms and others. Proposal Kit, Inc. does not provide legal advice and is not creating an attorney client relationship with any individual or entity. Proposal Kit, Inc. advises you to consult an attorney for any questions requiring legal advice. The SOFTWARE and any forms are to be used at your own risk and Proposal Kit, Inc. accepts no responsibility for any uses of the SOFTWARE or forms.

8. WARRANTY DISCLAIMER. THE SOFTWARE, DOCUMENTATION AND ALL COMPONENT PARTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED AND NO DISTRIBUTOR, AGENT OR EMPLOYEE OF PROPOSAL KIT, INC. IS AUTHORIZED TO MAKE ANY WARRANTY WITH RESPECT TO THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROPOSAL KIT, INC. AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL 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, DOCUMENTATION AND ALL OTHER MATERIALS; ALL OF THE ABOVE ARE PROVIDED WITH ALL FAULTS, AND YOU ASSUME ALL RISK ARISING FROM OR RELATING TO USE OF THE SOFTWARE OR ANY ASSOCIATED DOCUMENTS OR TEMPLATES, COMPATIBILITY WITH YOUR COMPUTER SYSTEMS, SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

As your sole remedy and Proposal Kit, Inc.’s sole liability for any problems or issues with the SOFTWARE, in Proposal Kit, Inc’s sole discretion it will refund the amount you actually paid, if any, for the SOFTWARE.

9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT, CONTRACT OR OTHERWISE SHALL PROPOSAL KIT, INC. OR ITS SUPPLIERS, LICENSORS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATING TO USE OF THE SOFTWARE OR ANY ASSOCIATED DOCUMENTS OR TEMPLATES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF PROPOSAL KIT, INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE HEREIN, PROPOSAL KIT, INC.’S LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT AND/OR THE SOFTWARE SHALL NOT EXCEED THE LICENSE FEE YOU ACTUALLY PAID FOR THE SOFTWARE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

10. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Proposal Kit, Inc., its licensors and suppliers, and each of their officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to your breach of this Agreement or your use of the SOFTWARE or any templates.

11. TERMINATION. Without prejudice to any other rights or remedies of Proposal Kit, Inc., this Agreement and the rights granted to you shall terminate immediately and without further notice if you fail to comply with any term or condition of this Agreement. You may terminate this Agreement upon written notice to Proposal Kit, Inc. Upon termination of this Agreement for any reason, you must immediately discontinue all use of the SOFTWARE and destroy all copies of the SOFTWARE and all of its component parts and associated templates and permanently delete all such files (including your backup copy) from your computer and digital storage devices. Your payment obligations and the provisions of Sections 4 – 10 shall survive termination of this Agreement for any reason.

12. DISPUTES. You agree that any dispute or claim under or in relation to this Agreement and/or the SOFTWARE shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), including the AAA Rules for Emergency Measures of Protection, before a single arbitrator in Seattle, Washington. The decision of the arbitrator may be entered and enforced in any court of competent jurisdiction. Any demand for arbitration must be filed within one (1) year of the date the party asserting the claim knows or reasonably should know of the act, omission or default giving rise to the claim, and there shall be no right or remedy for any claim not asserted within such period (or the shortest period in excess of one year permitted under applicable law, if such law prohibits a one-year limitations period.) The parties agree that an arbitration claim is an action for purposes of any applicable statutes of limitation found in Washington law, and that any such statutes of limitation apply to this Agreement.

13. INJUNCTIVE RELIEF. Notwithstanding anything else herein, you agree that Proposal Kit, Inc. may seek and obtain injunctive relief in any court of competent jurisdiction and without requirement to post bond for any breach of Proposal Kit, Inc.’s or its suppliers’ or licensors’ intellectual property rights, because such injury could not be adequately compensated by money damages.

14. RESTRICTED RIGHTS. The SOFTWARE is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software--Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. The manufacturer of the SOFTWARE is Proposal Kit, Inc., 17410 NE 40th Place, Redmond, Washington 98052.

15. MISCELLANEOUS. This Agreement constitutes the complete agreement between you and Proposal Kit, Inc. with respect to its subject matter, notwithstanding any purchase order or other writing. This Agreement may only be modified by a writing signed by you and Proposal Kit, Inc.’s authorized representative. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. Waiver of any breach of any provision of this Agreement shall not be deemed a waiver of any subsequent or continuing breach. This Agreement shall be governed exclusively by the laws of the State of Washington, without regard to conflicts of law provisions, and you hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Washington (subject to the arbitration provisions of this Agreement.)