IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. IF YOU HAVE ENTERED INTO ANOTHER AGREEMENT WITH DIGITAL RIVER FOR SERVICES AND/OR HAVE AGREED TO DIGITAL RIVER'S GENERAL TERMS AND CONDITIONS, AND TO THE EXTENT ANY PROVISION OF THOSE AGREEMENTS ARE IN CONFLICT WITH ANY OTHER TERM AND/OR CONDITION OF THIS LICENSE AGREEMENT, YOUR PRIOR AGREEMENTS WITH DIGITAL RIVER SHALL SUPERCEDE AND CONTROL.

THIS LICENSE AGREEMENT EXPLAINS WHEN AND HOW YOU MAY USE BOTH THE TRIAL AND PURCHASED COPIES OF THE FOLLOWING SOFTWARE PRODUCTS ("SOFTWARE"):
- ARMADILLO/SOFTWAREPASSPORT PROFESSIONAL (32 BIT)
- ARMADILLO/SOFTWAREPASSPORT PROFESSIONAL (64 BIT)

DIGITAL RIVER, INC. ("DR") IS WILLING TO LICENSE THIS SOFTWARE TO THE INDIVIDUAL OR THE LEGAL ENTITY THAT WILL USE THIS SOFTWARE ("YOU"), CONDITIONED UPON YOUR ACCEPTANCE OF ALL TERMS CONTAINED IN THIS AGREEMENT. BY CLICKING "ACCEPT" AND/OR DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ACKNOWLEDGE YOUR AGREEMENT TO THESE TERMS, INCLUDING IN PARTICULAR THE LIMITATIONS ON USE CONTAINED IN SECTION 4 AND 5; DISCLAIMER OF WARRANTIES IN SECTION 6; LIABILITY LIMITATION IN SECTION 8; AND RESTRICTIONS ON ASSIGNMENT/SUBLICENSING IN SECTION 14. YOU FURTHER AGREE THAT THIS AGREEMENT IS LEGALLY BINDING AND ENFORCEABLE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MUST CLICK "I DO NOT ACCEPT" OR "NO", OR OTHERWISE INDICATE YOUR LACK OF ASSENT AND YOU MUST NOT DOWNLOAD, INSTALL AND/OR OTHERWISE USE THIS SOFTWARE.

You desire to enter into an agreement with DR to allow You to utilize the Software (as defined below) to distribute certain Products (as defined below) modified by the Software to give limited access rights to end users of the Products.

NOW THEREFORE, the parties hereby agree as follows:

1. DEFINITIONS

- "You" and "Your" means the individual or legal entity using the Software.
- "Trial Copy" is a copy of the Software distributed by DR or by our authorized agents for evaluation purposes and which is described as a trial, shareware, or unregistered copy in the Software's sign-on messages or About box.
- "Purchased Copy" is a copy of the Software purchased from DR or from a DR- authorized dealer, and which is not described as a trial, shareware, or unregistered copy in the Software's sign-on messages or About box (see the Purchase page for details).
- "Key" refers to the unique registration code that You receive when You purchase the Software or that may be provided to You via automated means.
- "Software" means (a) all contents of the files provided by DR under this License to You, including but not limited to the object code version of the SoftwarePassport software application, related third party components bundled with such object code, and related Documentation.
- "Documentation" is explanatory written or electronic materials.
- "Updates" include minor enhancements, patches, and/or point releases (those that do not include material enhancements or significant added functionality) that improve the usability or performance of the Software, if any (collectively, "Updates").
- "Use" or "Using" means to download, install, access, copy or otherwise benefit from the Software.
- "Computer" is an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
- "Products" are software applications in computer readable form available for electronic delivery for which You have all required rights to sell, license, and/or otherwise distribute.

2. TRIAL COPY
You may Use a Trial Copy of the Software for evaluation only, in order to determine whether the program meets Your needs before purchasing it. While You are evaluating the Software, You may Use it on as many computers as are required to perform Your evaluation.

After Your purchase, You may continue to Use the Trial copy on as many computers as You wish for the term of the trial period. You may NOT install Your Key on more than one computer, except as outlined below.

3. PURCHASED COPY
You agree not to install, Use or allow automated activation of any Key on more than one computer at a time. However, You may install an individual copy simultaneously on one computer at work, one computer at home, and one portable computer, IF (and ONLY if) all these computers are used primarily by the same individual, and there is no possibility that the computers will be in use at the same time except while You are actively transferring files between them. This provision is only for individual Keys and does not apply to multi-system Keys. If the Software was purchased by Your employer You agree to get Your employer's explicit permission before installing the Key on multiple computers as described here.

If You purchased multiple licenses-, You agree not to install or Use the Software or Programs on more computers than the number included in Your license as shown on Your order, payment, invoice, or other similar documentation; the program sign-on screen or About box; or other electronic or printed documents received from DR or our dealer.

When You purchase the Software, You will receive a unique registration code, or Key. You may not publish or distribute this Key by any means without direct authorization from us. If You do, Your license to Use the Program is automatically terminated, You must remove the Software from Your computer(s), and You may be liable for legal damages.

4. SOFTWARE LICENSE
For as long as You comply with the terms of this Agreement, DR grants to You a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license (a) to apply Digital Rights Management (DRM) functionality to Your Products, thereby creating a "Wrapped Product"; (b) to reproduce and distribute the DRM functionality embedded in or packaged with Wrapped Products, in computer readable object-code form solely as part of a Wrapped Product installer package; and (c)to Use the Armadillo engine.

You may Use the Software for Your internal business purposes in the country in which the Software was furnished to You, however, You are expressly prohibited from using the Software to protect malicious code, including but not limited to viruses, worms and Trojans, as well as any program that contains code to defeat data encryption or unauthorized surveillance, such as keystroke logging or any other form of "malware" or spyware as they are defined according to generally accepted industry standard definitions of such programs. You may make a reasonable number of copies of the Software for backup and archival purposes, provided that You reproduce all copyright and other proprietary notices that are on the original copy of the Software. The Software is licensed, not sold, to You for Use only upon the terms of this Agreement and DR and/or its suppliers reserve all rights not expressly granted to You. These include, without limitation, all right, title, and interest, in and to the Software and any copies thereof, including without limitation intellectual property rights such as copyrights and trademark rights.

5. DIGITAL RIGHTS MANAGEMENT (DRM)
Proper use of the Software enables You to embed DRM functionality into your Product, thereby imposing technological restrictions on the use of Your Product, including the ability to specify a maximum useable period for that Product and to disable certain functionality within that Product.

6. RESTRICTIONS ON USE
This Agreement is a license of the Software only. You may install and Use a copy of the Software on Your compatible Computer.

The Software is protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties. You will not remove or alter any copyright or other notices or legends on any copies of the Software or portion thereof. This Agreement does not grant You any rights in connection with any trademarks or service marks of DR. You will not: disclose, modify, decompile, translate, disassemble, or otherwise reverse engineer the Software or any part thereof, or in any way derive from the Software any source code or algorithms underlying it, or Use any components of the Software to prepare derivative works or develop other software.

You acknowledge that the Software is comprised of information that is deemed confidential and proprietary to DR and other third parties. You represent that You will handle the Software with the same care that You treat Your own confidential information, which in no case will be less than reasonable care.

7. SUPPORT
DR will provide basic technical support via our Frequently Asked Questions page (FAQs) (http://www.siliconrealms.com/support) and in response to email requests. E-mail support requests must be sent to support@siliconrealms.com. DR is not responsible for Your failure to receive our response to Your support inquiry, based upon Your use of junk mail controls and filters.

8. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS LICENSED "AS IS," AND YOU AND YOUR AUTHORIZED END USERS ARE ASSUMING ALL RISK AS TO ITS QUALITY AND PERFORMANCE. DR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, COMPATIBILITY WITH ALL HARDWARE AND SOFTWARE CONFIGURATIONS, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, NEGLIGENCE, AND THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR USE OR PURPOSE. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT (1) DR DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, OR THAT ALL PRODUCT ERRORS WILL BE CORRECTED; AND (2) DR DOES NOT MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

9. TERM
This Agreement shall be effective from the date You accept this Agreement until terminated. The agreement and license will automatically terminate if You fail to comply with any provisions in this agreement. This agreement shall also terminate on the date You cease Using the Software voluntarily. Upon termination, You agree to fully and permanently cease all Use of the Software and delete all copies of the Software (including backup copies) in Your possession, and to certify such deletion of Software in writing upon DR's request.

10. LIMITATION OF LIABILITY
YOU AGREE THAT IN NO EVENT SHALL DR (INCLUDING WITHOUT LIMITATION, ITS CURRENT OR FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON, FIRM, CORPORATION, OR ENTITY WHATSOEVER FOR: LOSSES, DAMAGES INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST BUSINESS, SAVINGS, LOSS OF DATA, AND COSTS OF RECREATING LOST DATA), CLAIMS, PENALTIES, COSTS, OR EXPENSES INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF CUSTOMERS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS INCLUDING COVER AND RELIANCE, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, IN ANY WAY, INCLUDING BUT NOT LIMITED TO ANY DELAY, INACCURACIES, ERRORS, OR OMISSIONS AND WHETHER OCCASIONED BY ANY CAUSE WHATSOEVER, WHETHER RESULTING FROM NEGLIGENCE OR OTHERWISE EVEN IF DR, ITS RESELLERS, SUPPLIERS, OR ITS AGENT(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE HELD INVALID OR INEFFECTIVE BY A COURT OR OTHER ENTITY OF COMPETENT JURISDICTION, DR (INCLUDING WITHOUT LIMITATION ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) WILL NOT BE LIABLE IN ANY EVENT, INCLUDING THEIR OWN NEGLIGENCE, BEYOND AN AGGREGATE AMOUNT EQUAL TO THE PURCHASE PRICE OF THE SOFTWARE.

YOU AGREE THAT DR SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SOFTWARE THAT HAS BEEN: ALTERED, MODIFIED, CONVERTED, OR FOR DAMAGES RESULTING FROM ACCIDENT, ABUSE, OR MISAPPLICATION, OR FOR PROBLEMS DUE TO THE MALFUNCTION OF EQUIPMENT OR SOFTWARE NOT SUPPLIED BY DR.

YOU AGREE THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE ALLOCATION OF RISKS AND LIMITATIONS OF LIABILITY AND DAMAGES ARE DELIBERATE AND THE CONSIDERATION WAS DETERMINED ACCORDINGLY.

11. INDEMNITY
You agree to indemnify, hold harmless and defend DR (including its subsidiaries, current and former shareholders, directors, officers, employees, and agents) from and against all losses, damages, expenses, and costs (including reasonable costs and attorneys' fees) based upon any claim or action arising from the Use of the Software provided to You, or the alleged or actual breach of any of Your obligations under this Agreement.

12. EXPORT RESTRICTIONS
The United States export control laws and regulations, including the Export Administration Regulations (EAR) of the U.S. Department of Commerce, and other applicable laws and regulations specify what and how software products may be exported from the United States. By using the Software listed on this site, You agree to comply with all export laws, regulations and restrictions of the United States and any foreign agency or authority and assume sole responsibility for any such unauthorized exportation.

13. EXPORT CLASSIFICATION
Digital River's software products listed on this web site (www.siliconrealms.com) are available for Your Use to package Your electronically deliverable content. Digital River's Software products listed on www.siliconrealms.com are categorized under ECCN 5A992 and are subject to export and/or re-export restrictions in North Korea and Sudan. It is Your responsibility, as the user of Digital River's software products to ensure that Your Products, including Wrapped Products, are in compliance with all applicable export compliance laws and regulations.

Even though the Digital River Software described herein is categorized under ECCN 5A992, Your Use of such Software does not mean that Your Product or Wrapped Product will also be categorized under ECCN 5A992. It is Your responsibility to seek proper categorization of Your Product and/or Wrapped Product and ensure that Your company and Your Product and/or Wrapped Product comply with all applicable export laws. By Using Digital River's products represented on www.siliconrealms.com, You agree that: (1) ensuring compliance with all applicable export regulations is Your responsibility; (2) that You will comply with all export laws, rules, regulations and restrictions of the United states and any applicable foreign agency, authority or jurisdiction, and (c) that You are solely liable for any and all unauthorized or unlawful exportation.

14. CONTROLLING LAW
This Agreement will be governed by, and construed in accordance with, the laws of the State of Minnesota, United States of America, without regard to conflict of law rules. The parties hereto consent to the exclusive jurisdiction of Hennepin County, Minnesota, for any dispute or claim arising out of or in relation to this Agreement, or the interpretation, making, performance, breach or termination thereof.

15. U.S. GOVERNMENT RESTRICTED RIGHTS
This Software has been developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in the license agreement under which Software was obtained pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 or in FAR 12.212, as applicable.

16. ASSIGNMENTS AND SUBLICENSES
You may not sublicense, assign, rent, lease, lend, grant a security interest in, or otherwise transfer rights to this Software, this Agreement or any rights granted to You under it. Any purported assignment or transfer shall be void upon attempt. You agree that DR may assign or transfer this Agreement at any time, without notice to You.

17. MISCELLANEOUS
This Agreement is the complete and exclusive statement of the agreement between You and DR and supersedes any and all other proposals or agreements, written or oral, and any other communications between You and DR relating to Your Use of the Software. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions. No waiver by DR of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. DR shall be entitled to all costs and reasonable attorneys' fees in any successful action to enforce this agreement. Each provision of this Agreement that should by its nature be reasonably expected to survive the termination or expiration of this Agreement will survive the termination or expiration of this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

THE SOFTWARE PRODUCT IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

This EULA © 2006-2009 Digital River, Inc. All rights reserved. ARMADILLO(tm) and SOFTWARE PASSPORT(tm) are both trademarks of Digital River, Inc.