1. USE OF SOFTWARE

Subject to these Terms and Conditions, Exceptional Software Strategies, Inc. (“Exceptional Software Strategies”) grants you a non-exclusive, non-transferable license to use the Software distributed with this Agreement during the term of this Agreement on a single designated computer. You may make one copy of the Software in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original. Such license shall be, at Exceptional Software Strategies's sole discretion, and shall be terminable as provided in these Terms and Conditions. Your rights in the Software are limited to those expressly granted in this Section 1. Your rights in the Software do not cover any broadcast or media use without execution of a separate agreement with Exceptional Software Strategies allowing you to do so. The geographical information made available for display using the Software is provided under a nonexclusive, non-transferable license for printing and use only by you. Any animations, movies, prints or screen outputs generated with the Software are for your use only. You may not use the Software in any manner that could damage, disable, overburden, or impair Exceptional Software Strategies' services (e.g., you may not use the Exceptional Software Strategies Software in an automated manner), nor may you use Software in any manner that could interfere with any other party's use and enjoyment of Exceptional Software Strategies' services.

2. PRIVACY POLICY

Protecting users' privacy is very important to Exceptional Software Strategies. As a condition of downloading and using the Software, you agree to the terms of the Exceptional Software Strategies Privacy Policy at http://www.exceptionalsoftware.com, which may be updated from time to time and without notice. Information collected by Exceptional Software Strategies in connection with your use of the Software may be stored and processed in the United States or any other country in which Exceptional Software Strategies or its agents maintain facilities. Accordingly, by using the Software you consent to any transfer of such information outside of your country. You acknowledge and agree that Exceptional Software Strategies may access, preserve, and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms and Conditions, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, or (e) protect the rights, property or safety of Exceptional Software Strategies, its users, and the public. Exceptional Software Strategies will not be responsible or liable for the exercise or non-exercise of rights under these Terms and Conditions.

3. PROPRIETARY RIGHTS

You acknowledge that (a) the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Exceptional Software Strategies owns all right, title and interest in and to the Software and software provided through or in conjunction with the Software, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Software, (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Exceptional Software Strategies' copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software.

4. AUTOMATIC UPDATES

The Software may communicate with Exceptional Software Strategies’ servers from time to time to check for available updates to the Software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). By installing the Software, you agree to automatically request and receive Updates.

5. U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and any related documentation are deemed "commercial computer software" and "commercial computer software documentation," respectively, within the meaning of the applicable civilian and military Federal acquisition regulations and any supplement thereto. If the user of the Software is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, including technical data or manuals, is restricted by the terms, conditions and covenants contained in these Terms and Condition. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Software is further restricted by these Terms and Conditions.

6. EXPORT RESTRICTIONS

The Software may be subject to export controls or restrictions by the United States or other countries or territories. You agree to (i) comply with the requirements of the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR) (see http://www.bis.doc.gov) and all applicable international, national, state, regional and local laws, and regulations, including without limitation any applicable import and use restrictions, (ii) not export, or re-export, directly or indirectly, the Software to any country outlined in the EAR, nor to any person or entity on the DOC Denied Persons, Entities and Unverified Lists, the U.S. Department of State's Debarred List, or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity not approved under the EAR, or to any other entity for any military purpose, and (iv) not license, sell, provide or distribute the Software for use in connection with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons.

7. COMPLIANCE WITH LAWS AND EXCEPTIONAL SOFTWARE STRATEGIES’ POLICIES

You agree to comply with all federal, international and local laws and regulations regarding the download, installation and/or use of the Software. You agree to comply with any applicable policies or guidelines that Exceptional Software Strategies may make available from time to time in its sole discretion. By way of example, and not as a limitation, you agree that when using the Software, you will not:

• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful Content;
• upload, post, email or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such Content;
• download any file posted by another that you know, or reasonably should know, that cannot be legally distributed in such manner;
• impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
• restrict or inhibit any other user from using and enjoying Exceptional Software Strategies services;
• use Exceptional Software Strategies services for any illegal or unauthorized purpose
• remove any copyright, trademark or other proprietary rights notices contained in or on Exceptional Software Strategies services;
• interfere with or disrupt Exceptional Software Strategies services or servers or networks connected to Exceptional Software Strategies services, or disobey any requirements, procedures, policies or regulations of networks connected to Exceptional Software Strategies services;
• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of Exceptional Software Strategies services or collect information about users for any unauthorized purpose;
• submit Content that falsely expresses or implies that such Content is sponsored or endorsed by Exceptional Software Strategies;
• create user accounts by automated means or under false or fraudulent pretenses;
• promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
• transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

8. TERMINATION

You may terminate these Terms and Conditions at any time by permanently deleting the Software in its entirety. Your rights automatically and immediately terminate without notice from Exceptional Software Strategies if you fail to comply with any provision of these Terms and Conditions. In the event of breach by you of any of these Terms and Conditions, you acknowledge your duty to immediately remove the Software. To the maximum extent permitted by law, Exceptional Software Strategies reserves the right to terminate this agreement at any time and for any reason.

9. SURVIVAL

The provisions of Sections 3, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive any termination or expiration of these Terms and Conditions.

10. INDEMNITY

You agree to hold harmless and indemnify Exceptional Software Strategies and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to your use of the Software or your violation of these Terms and Conditions, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Exceptional Software Strategies will provide you with written notice of such claim, suit or action.

11. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPTIONAL SOFTWARE STRATEGIES EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. EXCEPTIONAL SOFTWARE STRATEGIES MAKES NO WARRANTY (I) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE, (III) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE, AND (IV) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
4. NONE OF THE SOFTWARE IS INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EXCEPTIONAL SOFTWARE STRATEGIES OR ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

12. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXCEPTIONAL SOFTWARE STRATEGIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EXCEPTIONAL SOFTWARE STRATEGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SOFTWARE; (II) THE INABILITY TO USE THE SOFTWARE TO ACCESS CONTENT OR DATA; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (V) ANY OTHER MATTER RELATING TO THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

13. EXCLUSIONS AND LIMITATIONS

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 11 AND 12 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND EXCEPTIONAL SOFTWARE STRATEGIES'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. NO THIRD PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in these Terms and Conditions, there shall be no third party beneficiaries to these Terms and Conditions.

15. EXCEPTIONAL SOFTWARE STRATEGIES’ SERVICES AND THIRD PARTY PRODUCTS AND SERVICES

Some of the Exceptional Software Strategies’ Software is designed to be used in conjunction with other services. Accordingly, your use of such Exceptional Software Strategies Software is also defined by Exceptional Software Strategies' Terms of Use located at http://www.Exceptional Software Strategies.com/accounts/TOS and Exceptional Software Strategies's Privacy Policy located at http://www.Exceptional Software Strategies.com/privacy.html.

16. MISCELLANEOUS PROVISIONS

1. Entire Agreement. These Terms and Conditions constitute the entire agreement between you and Exceptional Software Strategies relating to the Software and govern your use of the Software, superceding any prior or contemporaneous agreements between you and Exceptional Software Strategies regarding the Software.
2. Choice of Law and Forum. These Terms and Conditions and the relationship between you and Exceptional Software Strategies shall be governed by the laws of the State of Maryland without regard to its conflict of law provisions. You and Exceptional Software Strategies agree to submit to the personal and exclusive jurisdiction of the courts located within Anne Arundel County, Maryland or the U.S. District Court for the District of Maryland.
3. Waiver and Severability of Terms. The failure of Exceptional Software Strategies to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions shall remain in full force and effect.
4. Headings. The section headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.

BY CLICKING THE ACCEPT BUTTON BELOW I CONFIRM THAT: (1) I have read and understand this license agreement; and (2) I agree to abide by the Terms and Conditions stated therein.