In consideration of the License Fee set forth below TurboAjax Group ("Licensor") hereby grants to the Licensee identified below ("Licensee") a non-exclusive worldwide license ("License") to and in the software described below (the "Licensed Software") only within the scope described below and on the terms and conditions of this Software License Agreement.

The Licensee is the person or firm which downloaded the Licensed Software from the Licensor's web site and has provided all identifying information requested on the Licensor's web site and read this Software License Agreement. By downloading the Licensed Software, or making any use of the Licensed Software, Licensee agrees to all the terms and conditions of this Software License Agreement.

The Licensed Software is TurboGrid version 3 and any upgrades, improvements, modification or additions as may be identified by Licensor as a refinement of this version and which Licensor generally makes available to licensees of the Licensed Software without additional fee or charge. If the Licensed Software is a beta version, the Licensed Software includes any final release version generally distributed by Licensor. It's is the Licensee's responsibility to download upgrades at Licensee's discretion. The Licensed Software does not include any subsequent or improved software which is identified by Licensor as a new version. This is a license only for a single License.

1. Developer License: Subject to the one-time payment of the Developer License fee established on Licensor's web site, Licensee is entitled: (i) to authorize one individual developer under the employ or supervision of Licensee to use the Licensed Software for Licensee's development purposes, (ii) to use the Licensed Software for Licensee's business purposes on an unlimited number of web servers, either within the Licensee's enterprise or on Licensee's web site(s), and (iii) to integrate the software with Licensee's products and distribute these products to no more than eighty (80) customers, all upon the terms and conditions of this Software License Agreement.
2. Team License: Subject to the one-time payment of the Team License fee established on Licensor's web site, Licensee is entitled: (i) to authorize five individual developers under the employ or supervision of Licensee to use the Licensed Software for Licensee's development purposes, (ii) to use the Licensed Software for Licensee's business purposes on an unlimited number of web servers, either within the Licensee's enterprise or on Licensee's web site(s), and (iii) to integrate the software with Licensee's products and distribute these products to no more than four hundred (400) customers, all upon the terms and conditions of this Software License Agreement.
3. Unlimited License: Subject to the one-time payment of the Unlimited License fee established on Licensor's web site, Licensee is entitled: (i) to authorize an unlimited number of individual developers under the employ or supervision of Licensee to use the Licensed Software for Licensee's development purposes, (ii) to use the Licensed Software for Licensee's business purposes on an unlimited number of web servers, either within the Licensee's enterprise or on Licensee's web site(s), and (iii) to integrate the software with Licensee's products and distribute these products to an unlimited number of customers, all upon the terms and conditions of this Software License Agreement.

Additional use requires the purchase of additional licenses. Except as explicitly stated in this agreement, Licensee shall not sub-license, assign, sell, convey, transfer, pledge, lease or grant any rights to use, any of the Licensed Software or its source code, and any attempt to do so shall be null and void. Licensee warrants that it will not use the Licensed Software for hobby purposes.

Licensee is granted a license to modify, enhance, and alter the Licensed Software and its source code, subject to the other terms and conditions of this Software License Agreement, with the following restrictions. Licensee shall NOT:

1. Remove any html links in the examples of uses of the Licensed Software or the Licensed Software documentation.
2. Change the title of the Licensed Software or change images or text containing such title.
3. Remove any attributions references to Licensor in the source code or any files in the Licensed Software.
4. Change any copyright or licensing information in the source code.
5. Change or remove this Software License Agreement.

Licensee is granted a license to create products which incorporate the Licensed Software ("Licensee's Products"). Licensee's Products may be sold to third parties ("Licensee's Customer") which are Licensee's customers under the following conditions:

1. Licensee may distribute Licensee's Products to no more than the number of Licensee's Customers allowed by this license.
2. Licensee may distribute to Licensee's Customer only the specific parts of the Licensed Software that are required to allow Licensee's Product to function.
3. Licensee must ensure that the Licensed Software is not reused by or with any applications other than Licensee's Products. For example, Licensee's Customer may not use the Licensed Software separate from or independent of Licensee's Product, and must be informed as such.
4. Licensee's Product must have substantially different functionality than the Licensed Software.

Licensor may make refinements and improvements of the Licensed Software available to Licensees for download from Licensor's web site. Support beyond this will be provided only under the terms of a mutually-agreed written support agreement.

1. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, partners, shareholders and employees from and against any claims, liabilities, losses and costs (including attorneys' fees) resulting from or asserted to result from: (i) any claim of infringement or other claim by any third-party resulting from or related to the use or distribution by Licensee of the Licensed Software, or any part thereof, which has been modified or used in conjunction with or, as part of, any other software (whether or not such modification or use is permitted by this Software Agreement), except to the extent such infringement or claim would exist independent of such modification or use in combination with other software, or (ii) the breach by Licensee of any term of condition of this Software License Agreement.
2. This Software License Agreement is the only agreement related to the subject matter hereof and supersedes all prior discussions, representations and agreements.
3. Licensor's failure to enforce any rights hereunder or its copyright in the Licensed Software shall not be construed as amending this Software License Agreement or waiving any of Licensor's rights hereunder or under any provision of state of federal law.
4. This License shall be interpreted and enforced under the laws of the State of California and applicable federal law. Licensee agrees that all controversies pertaining to the Licensed Software or this Agreement shall be brought exclusively in the courts of the State of California or federal courts located in the State of California. Licensee hereby submits to the jurisdictions of such courts.
5. In any legal action is brought to interpret or enforce this Software License Agreement the prevailing party shall be entitled to recover its costs of suit and attorneys' fees, including on appeal.

EXCEPT FOR THE SPECIFIC lICENSE GRANTED IN THIS SOFTWARE LICENSE AGREEMENT, LICENSOR CLAIMS AND RETAINS ALL COPYRIGHTS AND ALL OTHER RIGHTS TO AND IN THE LICENSED SOFTWARE AND ANY RELATED DOCUMENTATION. USE BEYOND THE SCOPE OF THIS LICENSE SHALL CONSTITUTE COPYRIGHT INFRINGEMENT.

THE LICENSE GRANTED HEREIN IS CONDITIONED UPON THE FULL COMPLIANCE BY LICENSEE OF ALL THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT. THIS LICENSE AND ALL OBLIGATIONS OF LICENSOR SHALL TERMINATE WITHOUT NOTICE UPON LICENSEE'S BREACH OF ANY SUCH TERMS AND CONDITONS.

THE LICENSED SOFTWARE AND ANY RELATED DOCUMENTATION ARE PROVIDED "AS-IS." THE LICENSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE AND RELATED DOCUMENTATION, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED.

Limitation of Liability

LICENSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOST DATA, REVENUE OR PROFITS, OR FOR ANY DIRECT OR INDIRECT DAMAGES, INJURIES OR LIABILITIES, CAUSED DIRECTLY OR INDIRECTLY BY THE USE OF THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.