CAUTION: CAREFULLY READ THE TERMS OF THIS AGREEMENT (THE "AGREEMENT") BEFORE OPENING THIS PACKAGE OR INSTALLING, COPYING OR OTHERWISE USING THE ACCOMPANYING SOFTWARE OR DOCUMENTATION (COLLECTIVELY, "SOFTWARE"). IF YOU OR YOUR AGENT OPENS THIS PACKAGE OR INSTALLS, COPIES OR OTHERWISE USES THE SOFTWARE, YOU ACCEPT ALL THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE NOT ACCEPTABLE TO YOU OR YOUR AGENT THEN (1) DO NOT OPEN THIS PACKAGE AND; (2)DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE. PLEASE NOTE THAT THIS AGREEMENT CONTAINS A DISPUTE ARBITRATION AGREEMENT.

PROVIDED THAT YOU OR YOUR AGENT HAS ACCEPTED AND AGREED TO THE TERMS OF THIS AGREEMENT, KICKSTAND LLC (THE "COMPANY") GRANTS YOU OR YOUR AGENT (COLLECTIVELY, THE "LICENSEE") A LICENSE TO USE THE SOFTWARE AS INDICATED BELOW:

LICENSE GRANT.
Subject to the terms and conditions of this Agreement, the Company hereby grants the Licensee a nonexclusive right to install, have installed, execute and run the Software on the number of computers designated on the ordering document accompanying this Agreement, solely for use in connection with the Licensee's internal business operation.

Ownership.
The Company retains all right, title and ownership of the Software and all intellectual property rights therein. Licensee acknowledges that the Software contains the intellectual property of the Company and that the Software is protected by one or more U.S. or non-U.S. intellectual property laws or treaties. Licensee bears all risk of loss of the Software while it is in Licensee's possession or control. Licensee agrees that it shall immediately notify the Company in writing of any unauthorized possession or use of the Software. Licensee may use the trademarks of the Company only to identify output produced by the Software, in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark does not give Licensee any rights of ownership in that trademark.

This Agreement is not a sale of the Software or any copy thereof and Licensee has only acquired a license to use the Software on the terms set forth herein.

SCOPE OF LICENSE GRANT.
This license applies to the registered version of the Software. One registered copy of the Software may be installed on a single workstation used non-simultaneously by multiple people. You may access the registered version of the Software through a network, provided that you have obtained individual licenses for the Software covering all workstations that will access the Software through the network. For example, if 8 different workstations access the Software on the network, each workstation must have its own license, or use a multiple license scheme, regardless of whether they use the Software at different times or concurrently.

Licensee may:
* with "node-locked licenses", use the Software on the computer designated by the MAC address originally associated with that computer.
* with "floating licenses", use the Software on any computer in the facility up to the number of floating licenses purchased by the Licensee.
* create one copy the Software for archival purposes, provided such copy contains all of the original Software's proprietary notices.

Licensee may not:
* permit other individuals to use the Software except under the terms listed herein;
* make, or have made, any form of copy, whether digital, printed, photographic or otherwise, of the Software;
* use, or have used, the Software in any form which implies any form of endorsement by the Software, the Company (or its suppliers or its licensors) or any individual or entity depicted in the Software;
* modify, adapt, translate, rent, lease, loan or create derivative works from the Software;
* publish, broadcast, retransmit, reproduce, repackage, frame or commercially exploit the Software;
* modify, translate, reverse engineer, decompose, decompile, disassemble, or otherwise deconstruct all or any portion of the Software; or
* remove any proprietary notices or labels contained on or in the Software.

DISCLAIMER OF WARRANTY.
THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY FUNCTIONALITY OR ITS BEING VIRUS FREE. THE LICENSEE RECOGNIZES THAT THE "AS IS" CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH THE COMPANY WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SOFTWARE SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF THIRD PARTIES WHATSOEVER. THE LICENSEE ACKNOWLEDGES THAT HE OR SHE HAS RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN.

TERMINATION.
This license terminates automatically under conditions of non-compliance with the limitations described herein. You agree to permanently remove and destroy all copies of the Software upon termination from all storage mediums.

EXPORT CONTROLS.
None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (1) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.

LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL THE COMPANY BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES EVEN IF THE COMPANY HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU. UNDER NO CIRCUMSTANCES SHALL THE COMPANY'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE LICENSEE UNDER THIS AGREEMENT.

ARBITRATION.
LICENSEE agrees to RESOLVE by arbitration any controversy arising between LICENSEE and THE COMPANY AND/OR any of THE COMPANY'S respective CONTROL PERSONS, predecessors, subsidiaries, affiliates, successors, assigns and employees. With respect to the resolution of any such controversy, Licensee further acknowledges that: (1) arbitration is final and binding on the parties, (2) the parties are waiving their right to seek remedies in court, including the right to jury trial, (3) pre-arbitration discovery is generally more limited than and different from court proceedings and (4) the arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. Any arbitration under this Agreement shall be conducted in New York City before a panel of three (3) arbitrators pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, except to the extent that such rules are modified by this User Agreement. Arbitration is initiated by a party serving the other party with a written demand for arbitration or a written notice of intention to arbitrate. No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (a) the class certification is denied; (b) the class is decertified; or (c) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.

MISCELLANEOUS.
Company may assign this Agreement in whole or in part at any time without the Licensee's consent. Licensee may not assign or transfer this Agreement or the license granted herein. Any transaction pursuant to which legal or equitable title to more than fifty percent of the capital stock (or other equity interest) of Licensee is transferred or more than fifty percent of the business or assets of Licensee is sold, or any change in control of Licensee, direct or indirect, or any other sale or other transfer in whole or in part of Licensee's business shall be deemed an assignment in violation of this Section.

This Agreement represents the complete agreement by the parties concerning the license granted hereunder and supersedes all prior negotiations, representations and agreements, whether written or oral, between the parties. No other agreement, statement or promise not contained in this Agreement, and no changes or modifications to this Agreement, shall be effective unless it is in writing and executed by both parties. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. All other issues shall be governed by New York law, without giving effect to its conflict of laws, except for Section 5-1401 of the New York General Obligations law which shall apply. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

Nothing in this Agreement, either express or implied is intended or shall be construed to confer upon or to give any person, firm or corporation, except the parties hereto, any rights or remedies under or by reason of this Agreement.

If you have any questions regarding this Agreement, you may contact Kickstand LLC by e-mail at info@kickstandlabs.com.

ELECTRONIC SIGNATURE.
PLEASE NOTE THAT THIS AGREEMENT CONTAINS A DISPUTE ARBITRATION AGREEMENT.

THE ABOVE DISCLOSURES SHOULD BE CAREFULLY READ, UNDERSTOOD AND ACCEPTED BY YOU BEFORE YOU SIGN THIS AGREEMENT.

PLEASE CLICK "I AGREE" BELOW TO SIGN THIS AGREEMENT AND THEREBY LEGALLY BIND YOURSELF TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

CLICKING "I AGREE" IS THE EQUIVALENT OF YOU MANUALLY SIGNING THIS AGREEMENT.