RE DESIGNS SOFTWARE END-USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”) is between you (either an individual or an entity, referred to hereinafter as “you” or “your”) and RE Designs (“RE Designs”) for the RE Designs software that accompanies this EULA (“Software Product”).  The Software Product includes computer software, and may include associated media, printed materials, and online or electronic documentation.  The Software Product also includes any software updates, maintenance releases, fixes, upgrades, new versions or enhancements that may be subsequently issued to you, as well as any related installation services, customization services, technical support services, e-commerce services, or other add-ons that may be provided to you in the future.  Do not use the Software Product until you have carefully read the EULA.  By purchasing, installing, copying, accessing, downloading, or otherwise using the Software Product (or authorizing any other person to do so), you agree to be bound by the terms of this EULA, indicate that you are 18 years of age or older (any parent or guardian of a person under the age of 18 may accept this Agreement on behalf of a user), are capable of entering into a legally binding agreement, and have read and understand this EULA and accept its terms and conditions.  If you do not agree with the terms and conditions of this EULA, do not install, copy, access, download or use the Software Product.

SOFTWARE PRODUCT LICENSE

The Software Product is protected by United States copyright laws and international copyright treaties, trademark laws, and other intellectual property laws and treaties.  RE Designs retains the copyright to the Software Product.  The Software Product is licensed, not sold. 

GRANT OF LICENSE.  RE Designs grants you a single, non-exclusive, non-transferable license (“License”) to use the Software Product in accordance with the terms and conditions of this EULA.  Any rights not expressly granted are reserved by RE Designs.  Any modification of the Software Product intended to circumvent the aforementioned is prohibited and will result in revocation of the License. 

INSTALLATION/DEPLOYMENT.  You may install, download and use a single instance of the Software Product on a single server for usage on a single website through a single installation, in accordance with the terms and conditions of the EULA.  Each License may run one instance of the Software Product on one domain name (“Domain Name”).  Domain Name must be disclosed to RE Designs upon purchase or within 48 hours of purchase.  Each License is granted, designated only to, and will perform only on the Domain Name disclosed to RE Designs with the Software Product purchase.  Software Product may not be installed or used on adult content websites or domain names.

REGISTRATION DATA.  You must register to use the Software Product and Services and provide true, accurate, current and complete information as prompted by the sign-up process (“Registration Data”) and maintain and promptly update the Registration Data to keep it accurate, current, and complete. 

REVERSE ENGINEERING.  You shall not decompile, disassemble, or reverse engineer the software.

SEPARATION OF COMPONENTS.  The Software Product is licensed as a single product.  Its component parts may not be separated for use.

CO-BRANDING AND ASP HOSTING.  You may not co-brand or otherwise extend the Software Product to any other website.  You are prohibited from allowing access to features of the Software Product such that the Software Product appears to reside on servers or be part of a website in any way other than the EULA grants permission.  The prohibited conduct includes but is not limited to using the Software Product to host its functionality for other websites as an Application Service Provider (ASP), regardless of whether you charge other websites or users for access to such hosted functionality.  Such usage is expressly prohibited under this EULA.  If you are interested in such usage of this Software Product, you must contact RE Designs to make arrangements for obtaining a license for this type of usage.  RE Designs shall have no obligation to grant you a license for such usage.

BACK-UP COPY.  You may not give copies of the Software Product to another person, or duplicate the Software Product by any other means, including electronic transmission.  You may make a single back-up copy of the Software Product for backup purposes only, provided that the backup copy includes all copyright or other proprietary notices contained on the original. 

RENTAL, SALE, DISTRIBUTION.  You may not rent, lease, sublicense, assign, resell, lend, distribute, publish, or network the Software Product.or related materials or create derivative works based upon the Software Product or any part thereof.  If you are interested in the sale/distribution of this Software Product, you must contact RE Designs to make arrangements for obtaining a license for this type of usage.  RE Designs shall have no obligation to grant you a license for such usage.

TRANSFER.  You may not assign all or any part of your rights or obligations under this EULA without the prior written consent of RE Designs.  Any attempt otherwise will be void and constitute a material breach of this EULA.  RE Designs may withhold such consent in its sole discretion.  A transfer of this EULA will terminate any right to your continued possession or use of the Software Product and you must promptly destroy all remaining copies of the Software Product in your possession or under your control.  No transfer shall be allowed unless the recipient agrees to the terms and conditions of this EULA.

NONDISCLOSURE AGREEMENT.  You agree not to disclose or divulge any information about the Software Product not accessible by a non-licensed user.  You agree to use due diligence to safeguard and protect the Software Product as the valuable trade secret and exclusive property of RE Designs. You agree to use due diligence to safeguard and protect all confidential and proprietary information pertaining to the Software Product.

INTELLECTUAL PROPERTY OWNERSHIP.  All title and intellectual property rights in and to the Software Package (including but not limited to any source code, images, video, audio, text, files, or any other materials comprising the Software Package) are owned by RE Designs.  The Software Package is owned by RE Designs and is copyrighted and licensed, not sold.  RE Designs retains the copyright, title, trade secret rights, ownership, and all intellectual property rights in and to the Software Package.  Your possession, installation, or use of the Software Package does not transfer to you any title to the intellectual property in the Software Product, and you will not acquire any rights to the Software Product except as specifically set forth in this EULA.  The creation of derivative works based on or through the use of any or all of the Software Product is prohibited.  You acknowledge and agree that you will ensure that all marks and proprietary notices that appear on and in the Software Product will remain intact and visible at all times.  All rights not expressly granted under this EULA are reserved by RE Designs.

TRADEMARKS.  This EULA does not grant you any rights in connection with any trademarks or service marks of this product or of RE Designs.

COPYRIGHT NOTICE.  You are prohibited from altering or removing any of the copyright notices contained in the Software Product or the web pages generated by the Software Product, including any Copyright and “Powered by” notices, such that they are no longer visible to the human eye in normal usage of the Software Product and web pages generated by the software (for example, using a white or light grey font for the copyright notice on a white background).  Such removal or alteration of said copyright notices by you shall constitute a material breach of this EULA.  Furthermore, in such event you shall automatically be liable to RE Designs in the amount of $1,000 U.S. Dollars per incident, and $250 U.S. Dollars per day for each additional day that the violation continues after having received the violation notice from RE Designs.  You understand that these amounts are intended as compensation for damages and thus constitute a resolution and not a penalty.  You shall also be liable to RE Designs for all Enforcement Costs as defined in the section below.  In the event that you violate this section, you hereby agree to waive all rights to any judicial appeal of this section and stipulate that a court of competent jurisdiction shall enter judgment against you in the applicable amounts as determined above.  Exercise of this section by RE Designs shall in no way authorize you to continue such violation or limit the right of RE Designs to terminate your License for subsequent violations.  Furthermore, you acknowledge and agree that this EULA section shall in no way limit or infringe upon the rights of RE Designs to pursue other legal remedies against you or to collect other reparations for additional grounds of action, including but not limited to defamation, interference with business, fraud, copyright infringement, trademark infringement, theft, or other legal grounds of action.  This section shall be applicable and enforceable regardless of whether RE Designs pursues any other such legal resolutions, and regardless of the outcome of any such actions.

COPYRIGHT INFRINGEMENT.  For the purposes of this EULA, copyright infringement includes, but is not limited to, the following actions by you or any third party with the Software Product, including but not limited to any files, source code, images, text, or other materials comprising the Software Product:  (a) Reverse engineering of all or any part of the Software Product, (b) Selling, licensing, giving away, or otherwise distributing all or any part of the Software Product, (c) Any copying or use of all or any part of the Software Product beyond the single license granted under this EULA, (d) Use of any or all of the Software Product to create derivative works or integrate as part of another program that you or any third party sells, licenses, gives away, or otherwise distributes via any method, (e) Appropriating any of the concepts, methods, or techniques of the Software Product.  Access to the Software Product and its files shall constitute proof of copyright infringement under this EULA should any of the aforementioned conditions have been met.

In the event that you or any third party (hereinafter referred to the “infringing party”) unlawfully infringes upon the copyright, ownership, proprietary, or other intellectual property rights of RE Designs in the Software Product, the infringing party hereby agrees that it shall automatically be liable to RE Designs in the amount of $1,000 U.S. Dollars per incident, and $250 U.S. Dollars per day for each additional day that the infringement continues after having received the infringement notice from RE Designs.  The parties understand that these amounts are intended as compensation for damages and thus constitute a resolution and not a penalty.  Any copies, modifications, customizations, or revisions of the Software Product by the infringing party, as well as any programs that contain any such copies, modifications, customizations, or revisions of the Software Product, shall immediately become the intellectual property of RE Designs.  The infringing party shall also be liable to RE Designs for all Enforcement Costs as defined in the section below.  The infringing party hereby agrees to waive all rights to any judicial appeal of this section and stipulate that a court of competent jurisdiction shall enter judgment against such party in the applicable amounts as determined above.  Furthermore, the infringing party acknowledges and agrees that this EULA section shall in no way limit or infringe upon the rights of RE Designs to pursue other legal remedies against such party or to collect other reparations for additional grounds of action, including but not limited to defamation, interference with business, fraud, copyright infringement, trademark infringement, theft, or other legal grounds of action.  This section shall be applicable and enforceable regardless of whether RE Designs pursues any other such legal resolutions, and regardless of the outcome of any such actions.

THIRD PARTIES.  Any third party or subsequent entity that purchases, downloads, copies, installs, accesses, or otherwise uses the Software Product, whether or not such actions were performed legally and in accordance with the terms and conditions of this EULA, shall be bound by the terms and conditions of this EULA, as amended from time to time by RE Designs and posted online by RE Designs.  Performing any of the aforementioned actions shall constitute agreement to be bound by the terms of this EULA.

SOFTWARE USE.  You may not use the software Product to engage in or allow others to engage in any illegal activity where the Software Product is accessed or used.  You may not use the Software Product to engage in any activity that violates the rights of third parties, including, but not limited to, through the use, display, reproduction, distribution, or modification of materials that infringe copyrights, trademarks, privacy rights, or other proprietary rights.

AMENDMENTS.  RE Designs reserves the right to change or add to the terms of this EULA at any time (including but not limited to Internet-based services, pricing, technical support options, and other product-related policies), and to change, discontinue, or impose conditions on any feature or aspect of the Software Product or any services provided or made available to you through use of the Software Product.  Such amendments will become effective upon notification by posting on the RE Design website or any website designated by RE Designs.  You agree that it shall be your responsibility to monitor the license agreement posted online and ensure you remain compliant with its terms and conditions.  Should you disagree with any amendments posted under this section, your sole recourse shall be to terminate this License and your usage of the Software Product, under the terms of the Termination clause below.  Your continued use of the Software Package will indicate your agreement to any such change.

UPGRADES.  You may use and install to your server and declared Domain Name upgrades of the Software Package for which you were granted a License as a single product package, replacing the previous installed version, and may not separate for use on more than one computer, web server, or website.  You may use a single copy of the complete, upgraded Software Product on a single server for usage on a single website, on your declared Domain Name.  You may not continue to use the original Software Product if you accept and use the upgraded Software Product.

RE Designs does not warrant or guarantee any upgrades to the Software Product whatsoever.  Upgrades to the Software Product may be provided by RE Designs at its option, but you hereby acknowledge and agree that this License does not require RE Designs to provide any upgrades whatsoever, and that upgrades are provided at the sole discretion of RE Designs.  You agree to pay any applicable upgrade fees conditional to accepting any upgrades to the Software Product offered by RE Designs, and furthermore acknowledge and agree that you are thereby accepting all terms and conditions of the End User License Agreement that shall accompany such products.

PRODUCT SUPPORT.  Electronic support services (“Support”) are available for a period of thirty (30) days from the date of original purchase of the Software Product.  Extended support may be purchased for the Software Product by contacting RE Designs.  RE Designs does not warrant or guarantee extended product support whatsoever.  RE Designs may provide extended support for the Software Product at its option, but you hereby acknowledge and agree that this License does not require RE Designs to provide any extended support whatsoever, and that any extended support is provided at the sole discretion of RE Designs.

PRICING AND PAYMENT.  You agree to pay RE Designs the applicable license fee as published by RE Designs at the time the Software Product was ordered.  Payment of the license fee entitles you to use the licensed program in accordance with this EULA during the stated term.  Unless otherwise stated on the invoice provided by RE Designs, the applicable fees, including but not limited to all sales, use, property or other governmental tax or levy associated with this transaction, and any applicable fees for installation, customization, or other product support, are payable by you promptly upon purchase.  If you fail to pay any amount when due, your License to use the Software Product will automatically terminate and you will liable for all costs of enforcement, including reasonable legal fees.

MARKETING.  You hereby grant to RE Designs the right to reference your company and/or website as a customer site in its marketing materials, including but not limited to the RE Designs websites, product brochures or other printed media, or in any other media and type of media.  Such usage may include but is not limited to listing your website, linking to your website, and displaying your website screenshot or company logo.

TERMINATION.  This EULA is effective until terminated.  This EULA will terminate automatically if you fail to comply with any term or condition of this EULA.  In such event, you must immediately destroy all copies of the Software Product and all of its component parts and cease all further use of it.  You agree that RE Designs shall have the sole discretion of determining whether you are in breach of this agreement and that in such event RE Designs has the right to use any and all means necessary to enforce its, including but not limited to the right to repossess the software electronically by disabling it remotely over the Internet.  You further agree that termination will not entitle you to any refund of the purchase price or any other amounts paid under any circumstances whatsoever.  Termination only terminates your License of the Software Product and will have no effect on your obligation to safeguard and protect proprietary rights of RE Designs, disclaimers and warranties, restrictions, including but not limited to the EULA sections regarding Nondisclosure Agreement, Intellectual Proprietary Ownership, Trademarks, Copyright Notice, Copyright Infringement, Enforcement Costs, or the Refund Policy.

ENFORCEMENT COSTS.  In the event that you breach any term or condition of this EULA, including but not limited to the sections regarding Reverse Engineering, Nondisclosure Agreement, Intellectual Proprietary Ownership, Trademarks, Copyright Notice, Copyright Infringement, you agree to reimburse RE Designs for all expenses related to the enforcement by RE Designs of its legal rights under this agreement, including but not limited to its attorney fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by RE Designs that are associated with enforcing its legal rights under this EULA.

INDEMNIFICATION.  You agree to defend, indemnify, and hold RE Designs and its officers, directors, employees, agents, or affiliates, harmless from and against any and all claims, losses, liability costs, and expenses (including but not limited to attorney fees) arising from your use of the Software Product or any thirdy party's use of the Software Product, laws or regulations, sustained by you or any third parties as a result of the terms and conditions of this EULA (including but not limited to the right of RE Designs to terminate this License under the abovementioned provisions), or any third party's right, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights.  This obligation will survive the termination of this EULA.

DISCLAIMER OF WARRANTY.
THIS SOFTWARE PRODUCT AND THE ACCOMPANYING FILES ARE LICENSED TO YOU “AS IS” AND RE DESIGNS MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY, INCLUDING WITHOUT LIMITATION, WARRANTY OF PERFORMANCE, FITNESS FOR A PARTICULAR REASON, MERCHANTABILITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  IN NO EVENT SHALL RE DESIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF RE DESIGNS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  YOU BEAR ALL RISKS OF PERFORMANCE OF THE SOFTWARE PRODUCT.  RE DESIGNS DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERRROR FREE, OR THAT THE SOFTWARE PRODUCT OR ANY RELATED SERVICES OR CONTENT IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES IT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE.  YOU ASSUME ALL RESPONSIBILITY AND RISK AS TO THE RESULTS, QUALITY, AND PERFORMANCE OF THE SOFTWARE PRIDUCT.  RE DESIGNS IS NOT RESPONSIBLE IF THE SOFTWARE PRODUCT DOES NOT OPERATE ON YOUR SERVER OR COMPUTER, NOR IS RE DESIGNS RESPONSIBLE FOR MAKING THE SOFTWARE PRODUCT OPERATIONAL.  SHOULD THE SOFTWARE PRODUCT PROVE DEFECTIVE, YOU, AND NOT RE DESIGNS, ASSUME THE ENTIRE RISK OF USING THE PROGRAM AND THE ENTIRE COST OF ANY SERVICE AND REPAIR.  FAILURE TO INSTALL THE PROGRAM IS NOT A VALID REASON FOR REQUESTING A REFU\ND OF THE PURCHAE PRICE.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND APPLIES TO ANY PRODUCT SUPPORT.  RE DESIGNS WOULD NOT HAVE BEEN ABLE TO PROVIDE THE LICENSE TO THE SOFTWARE TO YOU WITHOUT SUCH DISCLAIMER OF WARRANTY.

LIMITATION OF LIABILITY. 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RE DESIGNS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER FINANCIAL LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS PRODUCT, EVEN IF RE DESIGNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE LIMITATIONS OF THE DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND RE DESIGNS WOULD NOT HAVE BEEN ABLE TO PROVIDE THE LICENSE TO THE SOFTWARE TO YOU WITHOUT SUCH DISCLAIMER OF WARRANTY.

REFUND POLICY.
BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT THERE SHALL BE ABSOLUTELY NO REFUNDS FOR ANY REASON WHATSOEVER, INCLUDING FAILURE TO INSTALL THE PROGRAM, A CHANGE IN MARKET CONDITIONS, A CHANGE IN BUSINESS OR WEBSITE STRATEGY, A CLAIM THAT THE PRODUCT DOES NOT SUIT YOUR NEEDS OR IS NOT WHAT YOU EXPECTED, MODIFICATIONS OF THE SOFTWARE PRODUCT IMPLEMENTED BY YOU OR ANY OTHER THIRD PARTY THAT ALTER THE FUNCTIONALITY OF THE SOFTWARE PRODUCT OR THAT ARE NOT IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE SOFTWARE PRODUCT, THE UNAVAILABILITY OF RE DESIGNS FOR CUSTOMIZATIONS TO THE SOFTWARE PRODUCT, OR FOR ANY OTHER REASON.

BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED DUE DILIGENCE IN ASCERTAINING THAT THE SOFTWARE PRODUCT WILL RUN ON YOUR WEB SERVER AND THAT IT WILL MEET YOUR NEEDS.

SOLE AGREEMENT.
This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral.

LAW.
This End User License Agreement shall be governed and construed in accordance with the laws of the State of California, USA.  Any disputes arising from this contract will be litigated or arbitrated in San Mateo County, California.  You agree to waive any claims or rights under the laws of your state or country of residence, or under the laws of any other state or country other than the State Of California.  In addition, by licensing the Software Product under this EULA, you represent and warrant that you are legally authorized to and hereby do waive all claims to legal rights or protections rights under the laws of your state or country of residence, or under the laws of any other state or country other than the State Of California, including but not limited to any applicable “consumer protection” laws, and to subject yourself under this EULA to the laws of the State of California.  Since this representation on your part is an essential element of the consideration necessary for RE Designs to license the Software Product to you, should this representation prove to be false, you hereby agree to compensate RE Designs for $25,000 (U.S. Dollars), plus all losses incurred by RE Designs as a result of this misrepresentation and for all expenses related to the enforcement by RE Designs of its legal rights under this agreement, including but not limited to its attorney fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by RE Designs that are associated with enforcing its legal rights under this EULA.

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.  Waiver of any provision hereof in one instance shall not preclude enforcement of it on subsequent occasions.  The EULA headings are for reference purposes only and have no substantive consequence.

Web Hosting Policies
By purchasing RE Designs Web Hosting Services Package you are acknowledging your agreement to the above as well as the terms and policies of the partner Web Hosting company, WEBMASTERS.COM, its Service Usage Policy and Internet Service Agreement.  RE Designs reserves the right to change the Web Hosting Company used at any time and amend this section (please refer to Amendments section above). 

Domain Name Registration Policies
By purchasing RE Designs Domain Registration Package you are acknowledging your agreement to the above as well as the terms and policies of the registrar used, GoDaddy, its Registration Agreement.  RE Designs reserves the right to chage the Domain Registrar used at any time and amend this section (please refer to Amendments section above).  Your domain name will be registered for you in your Billing Account Name.