THIS IS A LICENSE AGREEMENT (THE "AGREEMENT") BETWEEN THE INDIVIDUAL OR THE LEGAL ENTITY ACCEPTING THIS LICENSE AGREEMENT THAT WILL USE THIS SOFTWARE ("YOU") AND DIGITAL RIVER, INC. ("DR").

THIS LICENSE AGREEMENT EXPLAINS WHEN AND HOW YOU MAY USE BOTH THE TRIAL AND PURCHASED COPIES OF THE FOLLOWING SOFTWARE PRODUCTS ("SOFTWARE"):

• ARMADILLO/SOFTWAREPASSPORT FOR WINDOWS (32-BIT)
• ARMADILLO/SOFTWAREPASSPORT FOR WINDOWS (64-BIT)
• ARMADILLO/SOFTWAREPASSPORT FOR MAC (32-BIT)
• ARMADILLO/SOFTWAREPASSPORT FOR MAC (64-BIT)

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. DR IS WILLING TO LICENSE THIS SOFTWARE TO 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 SECTIONS 3, 4 AND 5; DISCLAIMER OF WARRANTIES IN SECTION 12; AND LIABILITY LIMITATION 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.

IF YOU HAVE ENTERED INTO ANOTHER AGREEMENT WITH DR, TO THE EXTENT ANY PROVISION OF ANY SUCH OTHER AGREEMENT IS IN CONFLICT WITH ANY TERM AND/OR CONDITION OF THIS LICENSE AGREEMENT, THE TERM IN THIS LICENSE AGREEMENT SHALL CONTROL. THIS LICENSE AGREEMENT SUPERSEDES ANY PREVIOUS LICENSE AGREEMENTS YOU HAVE ENTERED INTO FOR THE USE OF THE SOFTWARE, AND YOU AGREE AND ACKNOWLEDGE THAT THIS LICENSE AGREEMENT WILL GOVERN YOUR USE OF ANY OTHER VERSIONS OF THE SOFTWARE.

1. DEFINITIONS. The following definitions shall apply to this Agreement. Any other capitalized terms used in this Agreement shall have the meanings afforded to them where defined.

a. "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.

b. "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, that allows You to activate a Purchased Copy of the Software for the number of users permitted under Your license.

c. "License" is a non-excusive, non-transferable, non-sublicensable, non-assignable, revocable (in accordance with the terms of this Agreement) right, purchased by You, to Use the Software: (i) pursuant to a single-user license, by one (1) user; or (ii) pursuant to a corporate license, by up to the number of concurrent users associated with the License You purchased.

d. "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.

e. "Purchased Copy" is a copy of the Software purchased from DR or from a DR-authorized reseller, 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).

f. "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.

g. "Software" means all contents of the files provided by DR to You, including but not limited to the object code version of the Armadillo/SoftwarePassport software application, related third party components bundled with such object code, and related documentation, which may be used pursuant to Your purchased License.

h. "Updates" include minor enhancements, patches, and/or maintenance releases (those that do not include material enhancements or significant added functionality) that improve the usability or performance of the Software, if any.

i. "Use" or "Using" means to download, install, access, copy or otherwise benefit from the Software.

j. "Wrapped Product" means a software product with which certain components and functionality of SoftwarePassport have been packaged through Use of the Software, the result of which is the imposition of technological digital rights management ("DRM") restrictions on the use of such software product, including the ability to specify a maximum useable period for that product and to disable certain functionality within that product.

2. GRANT OF LICENSE. Subject to Your compliance with Your obligations under this Agreement, for the Term of this Agreement, DR hereby grants to You, and You hereby accept from DR, a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited right and license (a) to Use the Software on compatible Computers (not to exceed the maximum number of concurrent users allowed by Your License) to create Wrapped Products; and (b) to reproduce and distribute the DRM functionality used by the Software to create Wrapped Products solely in connection with Wrapped Products, in Computer-readable object code form solely as part of a Wrapped Product installer package.

You are purchasing a License to Use the Software only, and this Agreement or Your purchase of a License does not constitute a transfer of ownership to the Software itself to You, which shall remain the sole and exclusive property of DR at all times, subject to Your rights of Use set forth in this Agreement during the term of this Agreement.

3. USE LIMITATIONS. You may Use the Software for internal business purposes in the country in which the Software was furnished, however, You are expressly prohibited from using the Software in connection with (i) any Product that contains malicious code, including but not limited to viruses, worms, and Trojans, or (ii) any other Product 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 one (1) copy of the Software to maintain as a backup copy if the original copy fails or becomes unusable. You will not disclose, decompile, reverse engineer, modify, adapt, translate, disassemble or otherwise attempt to discover the source code of the Software or algorithms underlying it, or Use any components of the Software to prepare derivative works or develop other software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; nor will You allow others to do the aforementioned. Your Use of the Software is further limited by the terms set forth in Section 4 and 5 below.

Absent express written authorization from DR, under no circumstances may You distribute, rent, sublicense, sell, offer to sell, lend, lease, assign, or otherwise transfer, in whole or in part, any of Your rights and/or obligations under this Agreement, and/or the Software, to a third party, and any attempt to do so shall be deemed void. In the event DR authorizes the same, You understand and will ensure that the License and this Agreement are transferred with the Software to any subsequent owner of Your License regardless of the manner of transference. You shall notify DR immediately in the event of any unauthorized use, copying, or disclosure of the Software to any third party, and further agree to take such reasonable action as may be necessary to prevent any further use, copying, or disclosure in violation of this Agreement. You may not transfer the Software from one computer to another without completely uninstalling the Software from the original computer.

4. 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. You may not use a Trial Copy of the Software to create Wrapped Products that are distributed to third parties. While You are evaluating the Software, You may Use it on as many Computers as are required to perform Your evaluation. Upon Your purchase of Purchased Copy of the Software, Your evaluation period will automatically terminate, and You will be governed by the terms of this Agreement applicable to Purchased Copies of the Software.

5. PURCHASED COPY. When You purchase a License to the Software, You will receive a Key for Your License which will activate Your Purchased Copy. You may not publish or distribute this Key by any means without direct authorization from us. If You do, Your License to Use the Software, and this Agreement, shall automatically terminate without notice to You, You must remove all installed copies of the Software from Your Computer(s), and You may be liable for legal damages for continued Use of the Software. You agree not to install, Use or allow automated activation of any Key on more than one Computer at a time for a single user License on more than ten (10) Computers at a time for a corporate License, provided that 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.

If You purchased a corporate License to Use the Software, You agree not to install or Use the Software on more computers than the number included in Your License.

6. COPYRIGHT AND TRADEMARKS. All title, all rights, all trademarks and all copyrights in and pertaining to the Software or incorporated into the Software, are owned by DR or its affiliated companies. The Software is protected by U.S. and international copyright, trademarks, and other intellectual property laws and treaty provisions. You must treat the Software like any other copyrighted product for archival purposes, and You may not copy the printed materials and documentation accompanying the Software. You may not remove, modify or alter any DR copyright or trademark notice from any part of the Software. Unauthorized use or copying of the Software, including Software that has been modified, merged, or included with other software, is expressly forbidden. All copies that You are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software and related documentation. This Agreement does not grant You any rights in connection with any trademarks or service marks of DR. All use of the Software by You shall inure to the benefit of DR.

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. DR shall use commercially reasonable efforts to timely respond to email support requests during regular business hours. 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. TERM AND TERMINATION. The term of this Agreement shall commence upon Your acceptance of this Agreement, and shall continue until the earlier of (a) the date on which You permanently cease use of the Software, or (b) the date on which this Agreement is terminated by DR, or (c) the date on which this Agreement terminated in accordance with its terms. 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.

If You fail to perform or observe any of Your obligations under this Agreement, or if a receiver or trustee in bankruptcy is appointed, this Agreement and Your License(s) to Use the Software shall immediately terminate without notice to You and without prejudice to any other rights of DR. Upon termination of this Agreement for any reason, Your License to Use the Software shall automatically terminate. Upon any termination, You shall immediately return to DR or destroy all originals and all copies of the Software and all other materials supplied to You by DR in connection with the Software. This Agreement takes precedence over any terms and conditions of any other agreement between DR and You regarding the Software.

9. CONFIDENTIAL INFORMATION. Software may embody Confidential Information of DR or a third party. All Software shall be considered Confidential Information of DR and You will use the same degree of caution and care in protecting the Confidential Information as You would Your own Confidential Information, but in no event with less than reasonable care.

You acknowledge that, in the event of a breach of Your obligations hereunder relating to Confidential Information, DR will be entitled to equitable relief to protect its interests therein, including but not limited to, temporary and permanent injunctive relief, as well as any other remedies to which it may be entitled, at law or in equity. You hereby acknowledge that remedies other than equitable relief are inadequate to fully protect DR’s rights to the Software and Confidential Information. Unless otherwise stated herein, the rights and remedies of either party set forth in this Agreement are not exclusive and are in addition to any other rights and remedies provided by law.

10. COMPLIANCE WITH LAWS. You represent and covenant to DR that Your Use of the Software shall be in compliance with all applicable laws, rules and regulations.

11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in the Federal Acquisition Regulations relating to Rights in Technical Data and Computer Software clause, as applicable.

12. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS LICENSED "AS IS, WITH ALL FAULTS" 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.

13. INDEMNITY. You agree to indemnify and hold harmless DR, its subsidiaries, and their current and former shareholders, directors, officers, employees, and agents from and against any and all demands, judgments, losses, costs, expenses, obligations, liabilities, damages, fines, recoveries and deficiencies, including without limitation interest, penalties, reasonable attorneys’ fees and costs, which any such party may incur or suffer which are based upon, arising from, or related to the Use of the Software provided to You, or the alleged or actual breach of any of Your obligations under this Agreement.

14. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL DR OR ITS SHAREHOLDERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR OTHER PARTIES UNDER ITS CONTROL BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DR’S MAXIMUM AGGREGATE LIABILITY IN CONNECTION WITH ANY AND ALL CAUSES OF ACTION OR OTHER MATTERS OF ANY KIND ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE SOFTWARE IS LIMITED TO THE AMOUNT(S) ACTUALLY PAID BY YOU HEREUNDER FOR YOUR LICENSE TO USE THE SOFTWARE.

THE TERMS WITHIN SECTIONS 12, 13 AND 14 REFLECT AN AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES SUPPORTED BY (AMONG OTHER THINGS) THE PRICING AGREED TO BETWEEN THE PARTIES, AND IS A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN THEM. THE LIMITATIONS UPON DAMAGES AND CLAIMS SET FORTH IN SECTIONS 12, 13 AND 14 ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

15. EXPORT CONTROL. You will not disclose, export, re-export, or divert the Software, any system incorporating the Software, to any country or person to whom such disclosure, export, re-export or diversion is restricted by U.S. law unless all necessary and appropriate authorization has been obtained from the U.S. government. DR will provide You with reasonable assistance in determining if U.S. government authorization is necessary for such disclosure, export, re-export or diversion. This provision shall survive termination of these Terms.

The Software is exported under ECCN: 5D992; License Exception Code: NLR; C-CATS: G072180; HTS: 8523.40.2010. It is Your sole responsibility to seek proper categorization of Your software products (including Wrapped Products) and to ensure that Your company and Your software products (including Wrapped Products) comply with all applicable export laws, rules and regulations. By using the Software, You agree (a) that ensuring compliance with all applicable export regulations is Your sole 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, (c) You will not use the Software for any prohibited end use, and (d) that You are solely liable for any and all unauthorized or unlawful exportation.

16. GOVERNING 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.

17. MISCELLANEOUS. This Agreement sets forth the entire understanding between the Parties with respect to Your License and Your Use of the Software, and supersedes any and all prior or contemporaneous proposals, communications, agreements, negotiations, and representations, whether written or oral, related thereto. No amendment to this Agreement will be valid unless made in writing and physically signed by DR. There are no third party beneficiaries of this Agreement. No waiver of any provision or breach of this Agreement (a) shall be effective unless made in writing, or (b) shall operate as or be construed to be a continuing waiver of such provision or breach. In the event any portion of this Agreement is held to be invalid or unenforceable, such portion shall be construed as nearly as possible to reflect the original intent of the Parties, or if such construction cannot be made, such provision or portion thereof shall be severable from this Agreement, provided that the same shall not affect in any respect whatsoever the remainder of this Agreement. DR shall be entitled to all costs and reasonable attorneys’ fees in any successful action to enforce this agreement.

BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE AND CONFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE AND COMPETENT TO ENTER INTO A CONTRACT, AND 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.

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