This agreement is by and between Alessandro Zifiglio and customer (as identified on the order form). This agreement and the order form collectively make up the entire agreement of the parties concerning product (the "Agreement"). This agreement is effective as of the effective date of the order form.

1. Definitions:

"Distributor" means a third party authorized to distribute an integrated Product as permitted in this agreement.

"Download website" means http://jiffycms.codeplex.com/, or an alternative site as Alessandro Zifiglio may notify to Customer from time to time with respect to subsequent product downloads.

"End user" means an end user of an integrated product.

"GPL License" means version 3 of the GNU General Public License published by the Free Software Foundation.

"Integrated Product" means the product resulting from integrating a copy of the Product with a Customer Application.

"SOFTWARE" means a complete and unchanged copy of the object code of Jiffycms.Net.Toolkit software product(s) limited to the then-current version during purchase and to the code obtained by Customer from the download Website.

"Support Fee" means the nonrefundable annual fee payable to Alessandro Zifiglio for Support. The first year Support Fee is as set forth on the Order Form. Support Fees for subsequent years during the the Term shall be as provided on the relevant price list.

2. License Grant.

2.1 In respect of one and only one of the following models specified in section 2.1a,2.1b or 2.1c at Customers choice during purchase, subject to the terms and conditions of this Agreement, Alessandro Zifiglio grants to Customer a limited, worldwide (subject to applicable export restrictions), non-exclusive, royalty free and non-transferable license to :

( a ) Developer license: Grants a single developer within Customers organization to install and use the Software on any workstations for development and to deploy the SOFTWARE on unlimited domains and sub-domains on unlimited servers provided that the solutions are deployed at end–user's sites and not sold as a PACKAGED PRODUCT.

( b ) Enterprise license: Grants up to twenty five (25) developers within Customers organization a license to install and use the Software on any workstations used exclusively by such developers and for Customer to install and to deploy the SOFTWARE on unlimited domains and sub-domains on unlimited servers provided that the solutions are deployed at end–user's sites and not sold as a PACKAGED PRODUCT.

( c ) OEM: You may integrate the SOFTWARE in one of your software products. The "Product" name must be specified at the moment of the purchase.

2.2 Prohibited use

UNDER NO CIRCUMSTANCES MAY Customer USE THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE SOURCE CODE THEREOF) AS THE BASIS FOR OR IN CONNECTION WITH A PRODUCT THAT CONTAINS THE SAME, OR SUBSTANTIALLY THE SAME, FUNCTIONALITY AS THE SOFTWARE.

3. Delivery

Customer shall obtain the Product by download.

4. Term and Termination.

5. Proprietary Rights.

The intellectual property and proprietary rights of whatever nature in the Product and related documentation, including derivative works, are and shall remain the exclusive property of Alessandro Zifiglio. Except as expressly set forth in this Agreement, nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. Alessandro Zifiglio reserves any and all rights not expressly granted in this Agreement.

6. Support.

7. Disclaimer of Warranties.

THE SOFTWARE AND SUPPORT ARE PROVIDED TO CUSTOMER "AS IS," WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES CONCERNING THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE OR SUPPORT. Alessandro Zifiglio DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.

Alessandro Zifiglio DOES NOT WARRANT THAT THE SOFTWARE OR SUPPORT WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. Without limiting the generality of the foregoing disclaimer, Software is not specifically designed, manufactured or intended for use in the planning, construction, maintenance, control, or direct operation of nuclear facilities; aircraft navigation, control or communication systems; weapons systems; or direct life support systems.

8. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY OR THEIR SUPPLIERS HAVE ANY LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) ANY LOST PROFIT OR LOST SAVINGS (WHETHER RESULTING FROM IMPAIRED OR LOST DATA, SOFTWARE OR COMPUTER FAILURE, SUPPORT FAILURE, OR ANY OTHER CAUSE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER’S AND ANY DISTRIBUTOR’S INFRINGEMENT OR MISAPPROPRIATION OF Alessandro Zifiglio’S INTELLECTUAL PROPERTY RIGHTS, IN ANY EVENT, AND NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF A PARTY FOR ANY REASON AND UPON ANY CAUSES OF ACTION UNDER THIS AGREEMENT SHALL BE LIMITED TO (i) FOR Alessandro Zifiglio’S LIABILITY, THE AMOUNT PAID TO Alessandro Zifiglio UNDER THIS AGREEMENT; AND (ii) FOR CUSTOMER’S LIABILITY, THE AMOUNT PAID OR OWING TO Alessandro Zifiglio UNDER THIS AGREEMENT

Minimum End User License Agreement Terms

1.Restrict the End User’s license to a limited, non-exclusive, non-transferable license to run one copy of the object code version of the Product on one machine or instrument solely as integrated with.

2.Permit the End User to make copies of the Product only for backup and archival purposes.

3.Indicate that all third party licensors and suppliers retain all right, title and interest in third party software and all copies thereof, including all copyright and other intellectual property rights.

4.Require End User to immediately destroy all copies of the Product upon termination of the EULA