User Name Password By clicking the login button below you agree to the following license agreement: SOFTWARE LICENSE AGREEMENT Important Notice When logging into the system, you will be asked to accept the terms of this Agreement. This Agreement is a legal contract that specifies the terms of the license and warranty limitation between you and Internet Business Solutions, Inc. ("IBS") for the Total User Control software and Octigon L.L.C. ("Octigon") for the Octane8 software and related documentation. You should carefully read the following terms and conditions before installing or using the software. Unless you have entered into a separate written license agreement with IBS and Octigon providing otherwise, installation or use of the software indicates your agreement to be bound by these terms and conditions. If you do not agree to these terms, do not login and promptly delete or destroy all copies of the software and related documentation in your possession. IBS and Octigon's willingness to license you the software is expressly conditioned on your acceptance of all of the terms of this Software License Agreement. UPON USING, ORDERING OR INSTALLING ANY VERSION OF THE SOFTWARE, YOU ARE REAFFIRMING THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. License To Use Software Scope of License You are hereby granted a non-exclusive, non-transferable right and license to use IBS and Octigon's software in accordance with the terms of this Agreement. IBS and Octigon retains all title, ownership and copyrights of their software, including all backup or other copies of the software that you make (regardless of the form or media used) and all modifications or additions to the software created by you. Source code and all other information pertaining to the logic design of the software are specifically excluded from the license and from you. If the software and related documentation are provided as an upgrade patch or update to an earlier licensed release of the software, then you must have a valid license to operate such earlier release of the same version and edition as the upgrade to use or install the upgrade. All software being upgraded is deemed to be part of the software and is subject to this Agreement. Description of Software Octane8 is a Website development, deployment and content management system. Total User Control is a system which may incorporate Octane8 as well as IBS developed applications and other systems. Your registered users may access the software via your Internet connection, local area network or by remote dial-in or other means of remote access. Registered Users; User Licenses The software is licensed for use only by a designated number of registered users, who must utilize user licenses to access the software. You may allocate or distribute your user licenses among your employees and other persons at your discretion. You are responsible for, and liable for, any breaches or violations by your registered users of your covenants in this Agreement under the heading "Prohibited Activities," whether these registered users are employers or representatives of your company, your customers or other third parties. As you have the right to allocate and distribute your user licenses to the persons you select, you must ensure that they know of, and comply with, all of your covenants provided for in this Agreement. You may increase the number of your registered users through the payment of additional license fees. Prohibited Activities The software and documentation are protected by the copyright laws of the United States and international treaty provisions. There are severe penalties, both civil and criminal, for copyright infringement. You may not copy all or any part of the software or related documentation, except that you may make no more than two (2) copies of the software solely for backup or archival purposes. You may not modify or translate the software or related documentation, or decompile, reverse assemble, disassemble, reverse engineer or otherwise reproduce the software or documentation without the written approval of IBS and Octigon. You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the software, without the written approval of IBS and Octigon. Except as provided under the heading "Provisions Applicable to Developers," or unless agreed otherwise in a separate distribution agreement, this Agreement does not authorize you to use IBS or Octigon's name or any of its trademarks (which include, but are not limited to the word "Octigon," the Octigon logo, the word Octane8 and the Octane8 logo). Except as provided below under the heading "Provisions Applicable to Developers," you may not sell, assign or otherwise distribute the software or this Agreement or any right under this Agreement without IBS and Octigon's prior written consent, and any purported assignment by you will be null and void and a breach of this Agreement. Any transaction or series of related transactions that results in a "Change of Control" (as defined below) of you shall be deemed to be an assignment of this Agreement by you, and shall be subject to and governed by the immediately preceding sentence. A "Change of Control" of you shall include any merger, consolidation, or sale or exchange of capital stock or equity interests which has the result of the holders of your capital stock or equity interests, immediately prior to the transaction, having less than 50% of the outstanding capital stock or equity interests, immediately after the transaction, of either (i) you, (ii) the corporation or other entity surviving the merger or consolidation, or (iii) the corporation or other entity that acquires your capital stock or equity interests, whichever is applicable. This Agreement imposes no restriction upon the distribution of applications developed by you using this software. Any products developed by you in conjunction with the software will remain your sole property. However, you may not distribute copies of the software or related documentation with your application(s)., unless otherwise agreed in a separate distribution agreement. You acknowledge that any violation by you or your registered users of your covenants in this Agreement under the subheading "Prohibited Activities" would result in damage to IBS and Octigon that is largely intangible but nonetheless real, and that is incapable of complete remedy by an award of damages. Accordingly, any such violation shall give IBS and Octigon the right to a court-ordered injunction or other appropriate order to specifically enforce those covenants. You agree to pay to IBS and Octigon any reasonable expenses, including, without limitation, attorney fees, incurred in obtaining such specific enforcement (in addition to any other relief to which IBS and Octigon may be entitled in the event you are determined to be in violation of this order). No Additional Rights or Licenses You acknowledge and agree that except for the rights granted in this Agreement, all other rights, and all title and interest in and to the software (as an independent work and as an underlying work serving as a basis for any application you may develop) and related documentation remains the sole and exclusive property of IBS and Octigon, including all patent, copyright, trade secret, trademark and other proprietary rights therein, and that you will not derive or assert any title or interest in or to the software or related documentation. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trademarks, or rights to the software or related documentation. Term and Termination The license granted by this Agreement will commence upon installation of the software on your computer hardware ("Installation Date") and will continue indefinitely, unless it is terminated pursuant to this paragraph. Either party may terminate any license granted herein if either party fails to comply with the terms of this Agreement and fails to cure such non-compliance within 30 days after written notice from the other party. Upon the termination of a license for any reason, you must promptly return to IBS and Octigon or destroy all copies of the software and related documentation covered by the license. Limited Warranties, Remedies and Disclaimers Except as provided in the following sentence, IBS and Octigon shall deliver the software and documentation on an AS-IS WHERE-IS basis. IBS and Octigon warrants that for a period of 90 days from the Installation Date under normal use, (a) the software and the documentation will be free from defects in materials and workmanship, and (b) the software will be free from significant defects that prevent the software from performing substantially in the manner described in the applicable user manual. IBS and Octigon's sole obligation to you under the limited warranty set forth in the preceding sentence shall be, at IBS and Octigon's option, (i) to replace defective physical media or documentation, as the case may be, (ii) to use reasonable efforts to correct significant defects in the software without charge, or (iii) to refund the license fee paid by you for the applicable version of the software qnd period of time and terminate all licenses granted to you for such version. Any replacement software will be warranted for the remainder of the original warranty period or 30 days, whichever is longer. THESE REMEDIES ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION. IBS AND OCTIGON EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESSED OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SOFTWARE AND THE RELATED DOCUMENTATION OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, IBS AND OCTIGON EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN YOU WITH RESPECT TO THE SOFTWARE AND THE RELATED DOCUMENTATION OR ANY PART THEREOF. By way of example, without limitation, IBS and Octigon provides no warranties of any kind to any end-users accessing or otherwise using applications developed or otherwise obtained by you. YOU HEREBY EXPRESSLY WAIVE ANY CLAIMS AGAINST IBS OR OCTIGON FOR LOSS, INJURY OR DAMAGE OF ANY KIND, DIRECTLY OR INDIRECTLY RESULTING FROM YOUR USE OF THE SOFTWARE OR FROM ANY DEFECTS THEREIN, EXCEPT AS PROVIDED IN THE PRECEDING PARAGRAPH. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE WARRANTY LANGUAGE ABOVE MAY NOT APPLY TO YOU. IN SUCH CASE, IBS AND OCTIGON'S LIABILITIES SHALL BE LIMITED BY THE PROVISION BELOW ENTITLED "LIMITATION ON LIABILITY." The warranties do not cover damage or defects caused by or related to misuse, accident, negligence or misapplication. Because programs such as this are inherently complex, IBS and Octigon does not warrant that the software is error-free or will operate without interruption. Furthermore, IBS and Octigon does not warrant that the software will work with any given database, network or network application. You acknowledge that due to the complexity of the software, it is possible that use of the software could lead to the unintentional loss or corruption of data. You assume all risks of such data loss or corruption; the warranties provided in this Agreement do not cover any damages or losses resulting from data loss or corruption. Altering, modifying, maintaining or servicing the software by anyone other than IBS and Octigon shall relieve IBS and Octigon of any obligation under this Agreement. IBS and Octigon shall have no liability for any failure of the software due to your failure to use the software in accordance with the related documentation, for any failure of the software due to your modifications of database modules, or if the software is not workable because of the malfunction of your hardware or operating system or the failure of such hardware or operating system to perform as represented, or for any other cause beyond IBS and Octigon's control. Limitation on Liability IN NO CASE SHALL IBS AND OCTIGON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, WHETHER SUCH DAMAGES ARE BASED UPON A BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY, THIS IS TRUE EVEN IF IBS AND OCTIGON IS ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO CASE WILL IBS AND OCTIGON'S LIABILITY EXCEED THE AMOUNT OF THE LICENSE FEE ACTUALLY PAID BY YOU. Miscellaneous The internal laws of the State of Alabama shall control this Agreement. This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods and will be deemed a contract under seal. This Agreement is the complete agreement between you and IBS and Octigon concerning the software and related documentation. The failure or delay of IBS and Octigon to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach. No IBS and Octigon dealer, agent or employee is authorized to make any amendment to this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. If you have any questions concerning this Agreement or the software or related documentation, you may contact IBS and Octigon's customer service at www.business-internet-solutions.com. Provisions Applicable to Developers If you host websites or Intranet applications developed by you with the software for your customers, you may allocate user licenses to such customers so they may have access to the software to revise or expand their websites or Intranets hosted by you. As discussed under "Scope of License - Registered Users; User Licenses," however, you are responsible for, and liable to IBS and Octigon for, any breaches or violations by your registered users of your covenants in this Agreement under the heading "Prohibited Activities," even if these registered users are employers or representatives of your customers or other third parties. If you develop websites or Intranet applications using the software for customers who wish to host these websites or Intranets, such customers must obtain and hold their own license for the software and user licenses. IBS and Octigon hereby grants to you a non-exclusive, non-transferable right to demonstrate and market the software to prospective end-users and customers. IBS and Octigon makes no warranties with respect to the software except for the limited warranties specifically set forth in this Agreement. You covenant and agree not to make or pass on to customers any warranty or representation on behalf of IBS or Octigon other than such limited warranties.