JOTSPOT
SOFTWARE LICENSE AGREEMENT

 PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE").  THE SOFTWARE IS MADE AVAILABLE TO YOU IN SOURCE CODE FORM.

THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") GOVERN USE OF THE SOFTWARE UNLESS YOU AND JOTSPOT ("JOTSPOT") HAVE EXECUTED A SEPARATE AGREEMENT.

 JotSpot is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement.  By clicking on the "I accept" button below or by downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms.  If you do not accept all the terms of this Agreement, then JotSpot is unwilling to license the Software to you.
1.    Grant of License.  Subject to your compliance with the terms and conditions of this Agreement, JotSpot grants you a non-exclusive and non-transferable license to install the Software in a single JotSpot Webspace (defined in the JotSpot Subscription User Agreement) and to use, reproduce and modify such Software solely for your internal business purposes in your JotSpot Webspace.  JotSpot reserves all rights in the Software not expressly granted to you in this Agreement.  

2.    Restrictions.  Except as expressly specified in this Agreement, you may not: (a) copy or modify the Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; or (c) make the functionality of the Software available to multiple users through any means, including, without, limitation, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services.  You acknowledge and agree that portions of the Software, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of JotSpot and its licensors.  

3.   Ownership.  The Software is licensed, not sold.  JotSpot retains ownership of the Software, including all intellectual property rights therein.  The Software is protected by United States copyright law and international treaties.  You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you.

4.    Term.  This Agreement remains effective until terminated.  You may terminate it at any time by completing uninstalling and deleting the Software from your JotSpot Webspace.  This Agreement will automatically terminate without notice if you breach any term of this Agreement.  Upon termination, you must promptly destroy all copies of the Software in your possession or control.

5.    DISCLAIMER.    JOTSPOT DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS THAT YOU MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED.  JOTSPOT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM JOTSPOT OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.  Some jurisdictions do not allow limitations on how long an implied warranty last, so the above limitation may not apply to you.  All warranties implied by statute are limited to the duration of the express warranty set forth above.
6.    Limitation of Liability.  JOTSPOT'S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO JOTSPOT BY YOU FOR THE SOFTWARE.  IN NO EVENT WILL JOTSPOT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT JOTSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

7.    Government Users.  Any use, duplication, or disclosure of the Software by the U.S. government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.  JotSpot, Inc. 167 Hamilton Street, 2nd Floor, Palo Alto, CA 94301.

8.    Export Law.  You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

9.    General.  This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles.  The United Nations Convention on Contracts for the International Sale of Goods will not apply.  You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without JotSpot's prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt.  All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.  The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.  Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties.  If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.  This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and JotSpot have executed a separate agreement.  Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by JotSpot and will be deemed null and of no effect.

10.    Contact Information.  If you have any questions regarding this Agreement, you may contact JotSpot at support@jot.com.

Version Dated: July 19, 2006