End User License Agreement for Flypaper Software Products

Licensor: Flypaper Studio, Inc. ("Flypaper")

FLYPAPER SOFTWARE LICENSE AGREEMENT; IMPORTANT-READ CAREFULLY:

This Software License Agreement ("License") is a legal agreement between You (either an individual or a single entity) and Flypaper for the accompanying Software. At the end of this agreement (the "License"), You will be asked to accept this License and continue to install or, if You do not wish to accept this License, to decline this License, in which case You will not be able to Use the Software. BY CLICKING THE ACCEPTANCE BUTTON, DOWNLOADING, COPYING OR INSTALLING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A REFUND.

1. Definitions

"Computer" means a single computer device. A hardware partition, virtual machine, or blade is considered to be a separate device.
"Evaluation Period" means, if the Software is provided at no cost for evaluation by You, the period beginning upon installation and ending 30 days thereafter, or such shorter or longer period as specified by Flypaper in the trial or beta program in which You participate (the "Evaluation Period").
"Flypaper Authoring File" means any editable file (or set of files) generated by Your use of the Software that requires a licensed version of the Software in order to open, view or modify the file. Typically a Flypaper Authoring File will include an .fl* or .fp* extension, such as .fly (Flypaper Story File), .fpm (Flypaper Model File), or .fpt (Flypaper Theme File).
"Flypaper Publishing File" means any file (or set of files) generated by Your use of the Software and published to an output format that does not require use of the Software to open and use the file. Examples of a Flypaper Publishing File include (1) a web story output folder that includes files necessary (including the Flypaper Run-Time) to play a presentation on a web site, (2) a Learning Management System (LMS) output folder or CD-ROM that includes files necessary (including the Flypaper Run-Time) to run a logic-based educational program, or (3) a Shockwave Flash Object (.swf) output file.
"Flypaper Run-Time" means that portion of the Software that is included in a Flypaper Publishing File and required in order for certain the Flypaper Publishing Files to operate on hardware on which the Software itself is not installed.
"Free Use" means a limited version of the Software that Flypaper may offer to the general public without charge from time to time.
"Full Use" means any version of the Software that includes features and capabilities not available in the Free Use version of the Software and for which Flypaper charges a one-time license or renewable subscription fee. Flypaper may offer multiple versions of Full Use Software, with some versions having premium features not included with other Full Use versions.
"Licensed Content" means any clip art, images, photographs, sounds, music, animations, video clips, other content in print, and other content templates included with the Software.
"Software" means the computer software product that accompanies this License in any medium, any associated media, any activation codes or other protection devices provided with the Software, any corrections, updates and upgrades thereto provided to You by Flypaper, and any Licensed Content, printed materials, and any printed or electronic documentation ("Documentation") included with such software product.
"Support" means any product updates, upgrades, telephone or e-mail support that Flypaper chooses to make available for the Software, as set forth from time to time on the support section of the www.flypaper.com website.
"Use" means: installing a copy of the Software on a hard disk drive within a single Computer, and the loading and executing or displaying the Software.

2. License Terms

2.1 License Type.
2.1(a) Evaluation Use or Beta License. The terms of this Section 2.1(a) apply to You if You have downloaded or otherwise obtained an evaluation or beta license to the Software. Subject to the terms of this License, Flypaper grants to You a non-exclusive, non-transferable license, without right of sublicense, to install and Use the evaluation or beta version of the Software, in object code form for evaluation and trial Use (which includes the Uses described Section 2.2) during the Evaluation Period. When the Evaluation Period expires You must stop Using the Software, provided, however that if the evaluation version of the Software reverts to a Free Use version at the end of the Evaluation Period you may continue to Use the Free Use version. If You are evaluating beta Software, You acknowledge that the Software is a pre-release version, does not represent a final product from Flypaper, and may contain bugs, errors, and other problems that could cause system failures. All beta and evaluation versions of the Software are is provided to You "AS IS," and Flypaper disclaims any warranty or liability obligations to You of any kind. You also acknowledge that any Flypaper Authoring Files created using beta Software may not be compatible or usable with general release versions of the Software.

2.1(b) Free Use and Full Use License. The terms of this Section 2.1(b) apply to You if You have purchased a subscription term or perpetual license to the Full Use version of the Software or obtained a license to the Free Use version of the Software. Subject to the terms of this License, Flypaper grants to You a non-exclusive, non-transferable license, without right of sublicense, to install and Use the production version of the Software, in object code form. If and when the license expires You must stop Using the Software.

2.2 License Scope. Subject to Section 2.4, You may Use the Software for personal, professional and commercial purposes including the design, development, testing and production of presentations, web-based materials and other Flypaper Publishing Files, for personal, professional or commercial purposes. You may also Use the Software to create Flypaper Authoring Files and publish and share them with other licensed users of the Software. You may install and Use one copy of the Software on a single primary Computer. The primary User of the Computer on which the Software is installed may make a second copy of the Software for his or her exclusive use on a portable Computer, and a third copy of the Software for his or her exclusive use on either a work Computer (if the primary copy is installed for use on such individual's home Computer) or home Computer (if the primary copy is installed for use on such individual's work Computer), provided, in each case, that the Software is not used at the same time on more than one Computer. Notwithstanding the permissions set forth in this Section, the Software may not be installed on a network server or otherwise shared or Used concurrently on different Computers by multiple Users, except pursuant to a separate multi-User license agreement or amendment executed between You and Flypaper.

2.3. License Restrictions. (a) The copies of Software provided to You under this License are licensed, not sold, to You by Flypaper, which reserves all rights not expressly granted. (b) In addition to the copies specified in Section 2.2, You may make a single archival copy of Software, but otherwise may not copy, modify, or distribute Software except as expressly permitted by this License. (c) You may not rent, lease, lend or encumber the Software or host the Software on Your Computer for others to use. (d) The terms and conditions of this License will apply to any Software updates, provided to You at Flypaper's discretion, that replace and/or supplement the original Software, unless such update contains a separate license. (e) Unless otherwise specified pursuant to Section 7 below, if Software is delivered with embedded or bundled software that enables functionality of Software, You may not use such software on a stand-alone basis or use any portion of such software to interoperate with any program(s) other than the Software. (f) the Software may contain programs that perform automated collection of system data and/or automated software updating services. System data collected through such programs may be used by Flypaper, its subcontractors, and its service delivery partners for the purpose of providing You with remote system services and/or improving Flypaper's software and systems. (g) You may not cause or permit the disassembly, reverse compilation or other decoding of any Software (including the Flypaper Run-Time), or otherwise attempt to obtain, derive or modify the source code or architecture of the Software. If notwithstanding the foregoing applicable law expressly grants You the right to decompile the Software to the extent necessary to obtain information to achieve interoperability with an independently created computer program, You may exercise such right if Flypaper shall fail, upon Your prior written request, to provide the relevant interoperability information within a reasonable amount of time. (h) You may make copies of Flypaper Authoring Files and Flypaper Publishing Files (and the associated Flypaper Run-Time), and distribute those copies; provided, however, that (i) the Flypaper Run-Time may not be distributed or used other than as bundled with the Flypaper Publishing File, (ii) You shall make Use of the Flypaper Run-Time by each of Your end user distributees subject to the end user's agreement that no title to, or ownership right in, the Flypaper Run-Time is transferred, and that the Flypaper Publishing File, including the Flypaper Run-Time, shall not be reverse compiled or disassembled, and (iii) You and Your end user are prohibited from modifying any Flypaper Authoring File in a manner that either strips out or circumvents any software code so as to permit use or modification of the Flypaper Authoring File on a software program or engine not licensed by Flypaper. Notwithstanding the restrictions listed in this Section 2.3, if the Documentation accompanying the Software lists specific portions of Software (such as header files, class libraries, sample code, sample application code, reference source code, and/or redistributable files) that may be handled differently, You may do so, but only as expressly provided in such Documentation.

2.4 Term of License. If You have acquired an evaluation Use or beta license, then the term of the License shall coincide with the Evaluation Period, and shall terminate upon the expiration of such term. If You have acquired a Free Use or Full Use license, then the term of the License shall be perpetual unless the terms of Your initial purchase of a Full Use license were for an annual subscription (in which case the term of the License shall coincide with the designated subscription term, and shall terminate upon the expiration of such term unless You and Flypaper renew the License).

2.5 Transfer of License. You may transfer this License to another Computer controlled by You only on a permanent basis (that is, with no intent to transfer again) provided the Computer, workstation, or other device from which You have transferred this License no longer Uses the Software, and the Software is Used thereafter in accordance with the terms of this License.

3. Product Registration and Activation, Licensed Content; Support
3.1 Product Registration and Activation Required. There are technological measures in the Software that are designed to prevent unlicensed or illegal use of the Software. You agree that Flypaper may use these measures to protect Flypaper against software piracy. The Software may contain enforcement technology that limits the ability to use the Software on multiple Computers. The Software is set to default install as a Free Use version and may require activation for Use even as a Free Use version. The Software will and requires registration and activation to convert the Software to a Full-Use version. After the time recommended for activation expires, Your rights to Use the Software may be limited until the Software is activated. During activation to convert the Software to a Full Use version, You must provide a unique product serial number over the Internet or via the telephone to verify the authenticity of the Software and Your purchase of a License, after which You will be given an activation code that will enable the Software and convert it to a Full –Use version. In the event You are not able to activate the Software over the Internet, or through any other method specified during the activation process, You may contact Flypaper Support using the information provided by Flypaper during activation, or as may be set forth in the Documentation. During registration and activation of the Software, You may be requested to provide Flypaper with certain business contact information. For details regarding how Flypaper uses customer business contact information, please see our Privacy Policy at www.flypaper.com/legal/privacy.aspx.

3.2 Billing and Payment. Unless You purchase a perpetual Full Use license through a separate signed perpetual license order with Flypaper, Your purchase of a Full Use license will be based on an annual subscription basis. If you have agreed to permit Flypaper to automatically renew your subscription to the Software by charging a valid credit card number that you have provided to Flypaper, then your subscription will be automatically renewed thirty (30) days prior to the expiration of Your first annual subscription term and each anniversary thereafter for a fee no greater than Flypaper's then-current price, excluding promotional and discount pricing. You may cancel a renewal by notifying Flypaper at least thirty (30) days prior to the end of a subscription term that You wish to have Your subscription expire at the end of the current subscription term (you may provide this notice through the "My Account" section of the www.flypaper.com website or by calling the following toll free telephone number [insert number for billing]. As a current practice, Flypaper will send You a notice through Your e-mail address (as registered by You with Flypaper), approximately 60-90 days prior to the end of Your then–current Subscription term, alerting You to the automatic renewal, and the fees that will be charged to Your credit card on record upon such renewal. Even if you initially agree to permit Flypaper to automatically renew your subscription, you may prospectively opt out of the automatic renewal program at any time by changing your preferences at the "My Account" section of the www.flypaper.com website.

3.3 Licensed Content. To support Your Use of the Software the Software may include Licensed Content. Except as otherwise provide in any license files that accompany specific Licensed Content (which may include specific rights and restrictions with respect to such materials), Your License includes the right to copy, modify, use, publish and distribute the Licensed Content templates provided with the Software (and identified for such use) in both Flypaper Authoring Files and Flypaper Publishing Files that You create. However, You may not separately market or distribute any Licensed Content templates or works on a stand-alone basis (i.e., in circumstances in which the Licensed Content files constitute the primary value of the product being distributed). Licensed Content files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material, or of any material that infringes upon any third party intellectual property rights or in any otherwise unlawful manner.

3.4 Additional Online Content. Flypaper may from time to time make additional content, including Flypaper Authoring Files, available at its website for use with the Software, or make community and marketplace areas at its website available where end users of the Software can post and share such content for use by other end users. The posting and use of such content shall in each case be subject to the Terms of Use set forth on the website.

3.5 Other Support. Any other Support offered by Flypaper for the Software shall be set forth from time to time at Flypaper's website and is subject to any Terms of Use set forth on the website. You must have a valid License for a supported version of the Software to be eligible to receive Support.

4. Intellectual Property Rights.

Flypaper and its licensors retain all title, trade secrets, copyrights, patents and other intellectual property rights to the Software and any copies made by You. You acknowledge the foregoing and that the Software, including its structure, organization and code, are owned by, proprietary to and valuable trade secrets of Flypaper and its licensors, and are protected by United States copyright law and international treaties. You agree to duplicate in all copies and not to remove or destroy any copyright notices, other proprietary markings or confidentiality legends placed upon or contained within the Software.

5. Limited Warranty; Disclaimers
5.1 Limited Media Warranty. Flypaper warrants to You for a period of 60 days after delivery, that the media on which the Software is furnished (if any) will be free from defects that prevent You from loading the Software on a Computer. Except for the foregoing, the Software is provided to You on an "AS IS" basis without any warranty of any nature. Your exclusive remedy and Flypaper's entire liability under this limited warranty will be at Flypaper's option to replace Software media or refund the fee paid for Software. Some states do not allow limitations on certain implied warranties, so the above may not apply to You. This limited warranty gives You specific legal rights. You may have others, which vary from jurisdiction to jurisdiction. Any replacement Software or media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

5.2 Disclaimer of Other Warranties. UNLESS SPECIFIED IN THIS LICENSE, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED.

6. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL FLYPAPER OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, COST OF COVER, LOST DATA OR COMPUTER HARDWARE OR SOFTWARE DAMAGE, FAILURE OR MALFUNCTION, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE. THIS LIMITATION WILL APPLY EVEN IF FLYPAPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. In no event will Flypaper's liability to You, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by You for the Full Use Software under this License. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to You.

7. Third Party Components.

The Software is distributed with certain open source or other third party components each of which, when included, is provided pursuant to the terms of the applicable third party license governing the component's use and distribution. You may Use any third party software products or modules supplied by Flypaper solely with the Software, except as expressly otherwise provided in the third party's license. Please see www.flypaper.com/eula/thirdparty.htm for the copyright notices and third party license terms. The licenses granted under this License do not alter any broader rights and obligations that You may have under such third party licenses; however, the disclaimer of warranty and limitation of liability provisions in this License will apply to all software components included in the Software.

8. Termination.

You may terminate this License at any time. Your rights under this License will terminate immediately without notice from Flypaper if You materially breach it or take any action in derogation of Flypaper's and/or its licensors' rights to the Software. Sections 2.3, 4, 6, 8 and 9 will survive termination of the License.

9. General Provisions
9.1 Entire Agreement. This License and the additional Terms of Use set forth from time to time at www.flypaper.com constitute the entire agreement between Flypaper and You relating to Your Use of the Software and supersede any other communications or advertising with respect to the Software. This License may not be altered, modified or amended, in whole or in part, except by written agreement executed by both You and Flypaper. Nothing contained in any purchase order form submitted by You on a pre-printed form, other than order dates, identity, location, quantity and price, shall in any way serve to modify or add to the terms of this License.

9.2 Severability. To the fullest extent possible each provision of this License shall be interpreted in such fashion as to be effective and valid under applicable law. If any provision of this License is declared void or unenforceable for particular facts or circumstances, such provision shall remain in full force and effect for all other facts or circumstances. If any provision of this License is declared entirely void or unenforceable, such provision shall be deemed severed from this License, which shall otherwise remain in full force and effect.

9.3. Export Regulations. All Software, documents, technical data, and any other materials delivered under this License are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with these laws and regulations and acknowledge that You have the responsibility to obtain any licenses to export, re-export, or import as may be required after delivery to You. By downloading or Using the Software you are certifying that you are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods, and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals maintained by United States export control agencies.

9.4. U.S. Government Restricted Rights. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying Documentation will be only as set forth in this License; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions), or other comparable regulations of other government agencies, as applicable.

9.5 Governing Law. The validity and performance of this License shall be governed by and construed in accordance with the laws of the United States and the State of Arizona , excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods, if applicable.

Should You have any questions concerning this License, please contact us at Flypaper Studio, Inc. (Flypaper), 2999 N. 44th Street, Suite 200, Phoenix , AZ. 85018 U.S.A., tel. +1.602.801.3200, or through our website at www.flypaper.com. Flypaper's contact information may change over time, so please check our website for new contact information.

YOUR ACCEPTANCE OF THE FOREGOING LICENSE WAS INDICATED DURING INSTALLATION.

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