ClearContext™  License AND SUBSCRIPTION Agreement
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT BY CHECKING THE BOX BELOW.
This License Agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“Licensee”), and ClearContext Corporation (“ClearContext”) that governs Licensee’s acquisition and use of the ClearContext™ software, service and any accompanying documentation (the “Product”).  Licensee must accept the terms of this Agreement before downloading, copying, or otherwise using the Product.  By checking the box below indicating acceptance of the terms of this Agreement, or by downloading, copying, or otherwise using the Product, Licensee is indicating that Licensee has read and understood, and that Licensee assents to be bound by, the terms of this Agreement.  If Licensee does not agree to the terms of the Agreement, do not check the box below and do not use the Product.  If Licensee does not agree to the terms of the Agreement, Licensee is not granted any rights whatsoever in the Product and must permanently delete all copies of the Product in Licensee’s possession. 
1. 	License Grant.  Subject to the terms of this Agreement, ClearContext grants to Licensee a personal, non-exclusive, non-transferable, revocable license, without the right to sublicense, to install and execute one (1) copy of the Product, in accordance with its documentation, on up to five (5) computers that are utilized to access a single Licensee’s email account(s). Licensee may download, install and use the Product free of charge on any computer during the 30 days immediately after the Product is installed (“Evaluation Period”), if an evaluation is offerred.  If no Evaluation Period is offerred, or after an available Evaluation Period, Licensee’s continued use of the Product will be subject to payment of all applicable fees as described in Section 4 below.

2.	Restrictions on Use.  Except as expressly permitted in Section 1 (License Grant) (if at all), Licensee may not (a) copy, translate, modify, create derivative works of, or otherwise use the Product or any part thereof, (b) distribute, sell, assign, pledge, sublicense, lease, loan, use for service bureau purposes, rent, or otherwise transfer the Product or any part thereof in any form to another person, (c) remove from the Product, or alter, any of the trademarks, trade names, logos, patent or copyright notices or other proprietary notices or markings, or add any other notices or markings to the Product.  ClearContext does not grant to Licensee any express or implied licenses or rights to any enabling technologies or systems that may be necessary to use the Product.

3.	Ownership.  The Product is licensed, not sold, and Licensee agrees that the Product and all intellectual property and proprietary rights therein are owned by ClearContext.  ClearContext reserves title and all right and interests in and to the Product not expressly granted to Licensee in Section 1 (License Grant), including without limitation all patent rights, copyrights, trademarks, trade names, trade secrets and other intellectual property and proprietary rights.  There are no implied licenses under this Agreement, and all rights not expressly granted are reserved by ClearContext.

4.	Registration.   If Licensee uses the Product after the Evaluation Period, or if no Evaluation Period is available, Licensee agrees to obtain a registered license from ClearContext and pay all applicable fees for use of the product. In the case of a subscription arrangment, continued validity of the license and access to the Product are contingent on continued payment of fees and any non-payment will constitute a revocation of the license grant. Unless Licensee and ClearContext have entered into a separate agreement, fees shall be the then current fees set forth on ClearContext’s website at www.clearcontext.com, or at a successor site.  

5. 	Beta software.  For versions of the software designated as a Beta version, Licensee agrees to terminate use of the software within 30 days of the official release date of the Product.  In consideration for receiving a copy of the Product for testing, Licensee agrees to serve as a tester for the Product and will notify ClearContext of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to ClearContext all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, trademark or other intellectual property rights. Product designated as a Beta version is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Product may not operate correctly and may be substantially modified prior to first commercial shipment, or withdrawn. 
6. 	Privacy and data collection Policy.  ClearContext may collect usage data and other information from Licensees, including data about their usage of the Product and its various features and email volume data for use in aggregate usage data statistics.  No information regarding the content, senders, or recipients of email will be collected without Licensee’s consent.  ClearContext may in the future offer features and/or services that allow Licensees to share information with other Licensees that may involve disclosure of personal information. ClearContext will post on its website at www.clearcontext.com or at a successor site a list of any features and/or services requiring disclosure of personal information for usage, and will either provide Licensees with an opportunity to opt out of the disclosure or will seek Licensee’s consent prior to making the disclosure. ClearContext may amend this privacy and data collection policy from time to time. If ClearContext does so, the revised privacy policy will be posted on ClearContext’s website at www.clearcontext.com or at a successor site.

7.	No Warranties.  THE PRODUCT IS PROVIDED AND LICENSED TO LICENSEE  “AS IS”.  LICENSEE assumeS the entire risk as to, and acknowledgeS that LICENSEE relIES solely at LICENSEE’S own risk on, results and performance arising out of the use of the Product.  Should the Product prove to have defects in any way, LICENSEE assumeS the entire cost of all servicing, repair or correction arising in connection with such defects.
CLEARCONTEXT DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OF THE PRODUCT.  WITHOUT LIMITING THE FOREGOING, CLEARCONTEXT SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE PRODUCT, CLEARCONTEXT’S EFFORTS, OR ANY SYSTEM WITH WHICH LICENSEE WILL USE THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS, FULFILL ANY OF LICENSEE’S PARTICULAR PURPOSES OR NEEDS, OR THAT THE OPERATION OF THE PRODUCT OR WILL BE UNINTERRUPTED OR ERROR FREE.  LICENSEE ASSUMES THE RESPONSIBILITY FOR THE SELECTION OF LICENSEE’S REQUIREMENTS, PRODUCT, AND HARDWARE TO ACHIEVE LICENSEE’S INTENDED RESULTS.  Some jurisdictions do not allow the disclaimer of implied warranties, so the above disclaimer may not apply to Licensee, in which case the duration of any such implied warranties is limited to thirty (30) days from the date the Product is first used or downloaded by Licensee.  In case of breach of such implied warranties, ClearContext’s sole and exclusive obligation and liability and Licensee’s sole and exclusive remedy will be, at ClearContext’s sole discretion, to (i) repair, correct, or work around any defect; (ii) provide a replacement copy of the Product; or (iii) terminate this Agreement and issue Licensee a refund of any fees that Licensee may have paid ClearContext for the Product (if any).

8.	Limitation of Liability.  CLEARCONTEXT SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY INNACURACY OF THE PRIORITIZATION, FILING AND MANAGEMENT PROCESS OF E-MAILS, TASKS, APPOINTMENTS AND OTHER DATA. THIS INCLUDES, BUT IS NOT LIMITED TO, THE LOSS OF MAIL MESSAGES SENT TO LICENSEE AND OTHER DATA. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL CLEARCONTEXT BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE PRODUCT. CLEARCONTEXT’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY LICENSEE HEREUNDER IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY.

9.	Indemnification.  Licensee agrees to indemnify and hold ClearContext harmless from and against all damages, liabilities, losses, costs and expenses arising from or relating to Licensee’s use or misuse of the Product or Licensee’s breach of this Agreement.

10.	Term and Termination.  The term of this Agreement will commence upon Licensee’s checking of the box to indicate acceptance of terms and will continue until terminated as specified in this Section 10 (Term and Termination).  The license granted under this Agreement shall terminate 30 days following installation of the Product unless Licensee registers the Product and pays all applicable fees as described in Section 4 above.  The license for Beta versions of the software will automatically terminate 30 days after the official release of the Product. The license will automatically terminate earlier if Licensee fails to comply with the limitations described herein. Licensee may terminate this Agreement any time by destroying all copies of the Product in Licensee’s possession,by discontinuing all use of the Product, and if applicable, notifying ClearContext to discontinue the subscription.  ClearContext may terminate this Agreement and without prior notice take appropriate technical measures to effect such termination in the following cases: (a) Licensee fails to comply with the terms of this Agreement;  (b) Licensee distributes the Product without prior authorization by ClearContext; (c) Licensee’s use of the Product gives rise to any legal action against ClearContext or its officers, directors, employees or agents.  Any termination by ClearContext pursuant to this Section 6 (Term and Termination) will be exercised without limiting any other rights or remedies of ClearContext.  Upon termination of this Agreement, the license granted in Section 1 (License Grant) will terminate and Licensee must immediately destroy all copies of the Product in Licensee’s possession or control.  Sections 2, 3, and 7 through 13 of this Agreement will survive termination.

11.	U.S. Government Use.  The Product consists of components that are a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212.  Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, ClearContext provides the Product to U.S. Government end users only pursuant to the terms and conditions herein.
12.	Export Control. Licensee agrees and acknowledges that the Product may be subject to U.S. export control law, and Licensee will comply with all applicable laws and regulations in Licensee’s use of the Product under this Agreement, including without limitation all export laws and regulations of the U.S. Department of Commerce and all other U.S. agencies and authorities, including the Export Administration Regulations promulgated by the Bureau of Industry and Security (as codified in 15 C.F.R. Parts §§ 730-774).  Without limiting the foregoing, Licensee expressly agrees not to export or re-export the Product in violation of such laws or regulations, or without all required licenses and authorizations.

13.	Miscellaneous.  Nothing contained herein will be construed to create any agency, employment, partnership, principal-agent relationship, or other form of joint enterprise between the parties.  No waiver or modification of the Agreement will be valid unless signed by each party.  The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.  The headings in this Agreement do not affect its interpretation.  Licensee may not assign or transfer any of Licensee’s rights or obligations under this Agreement to a third party without the prior written consent of ClearContext.  Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.  ClearContext may assign this Agreement without consent to any third party.  If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect.  Notices to ClearContext must be sent to the following address, and will be deemed effective three (3) days after certified mailing, return receipt requested:  ClearContext Corp, 3531 S Logan St, STE D-175, Englewood, CO 80113; notices to Licensee may be sent to Licensee’s e-mail address and will be deemed effective upon arrival at Licensee’s e-mail server.  This Agreement is governed by the laws of the State of Colorado without reference to conflict of laws principles that would require the application of the laws of any other jurisdiction.  The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.  All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state courts located in Arapahoe County, Colorado and federal courts located in Denver County, Colorado, and the parties irrevocably consent to the personal and exclusive jurisdiction and venue of these courts. This Agreement is the final, complete, and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.