REALLEGAL SOFTWARE (“SOFTWARE”) END USER LICENSE AGREEMENT


REDISTRIBUTION NOT PERMITTED
IMPORTANT - READ CAREFULLY BEFORE USING THE SOFTWARE:

This is a legal Agreement between You (either an individual or an entity) and LiveNote Inc. ("Licensor") and its suppliers and licensors.

By clicking on the "ACCEPT" button, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, click on the "CANCEL" button and do not install the Software.

If an individual is accepting or using this Agreement in such individual's capacity as an employee or other representative of an entity, then such individual shall be deemed to be accepting this Agreement on behalf of such entity, and such individual hereby represents to Licensor that he/she has the authority to enter into binding agreements on behalf of such entity.

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE SOFTWARE IS HEREBY LICENSED (NOT SOLD). LICENSOR DOES NOT SELL OR TRANSFER TITLE TO THE SOFTWARE TO YOU.

1.Definition of Software and Documentation. "Software" means the object code version of the software marketed by RealLegal and licensed by You hereunder, together with any fixes, updates, modifications, enhancements, and new versions (if any) as may, from time to time, be provided to You by Licensor. "Software" also includes any documentation and other written materials provided along with the Software, together with such additional documentation and materials as may, from time to time, be provided to You for use in connection with the Software (collectively, the "Documentation").

2.Grant of License. Subject to Your compliance with this Agreement and Your procurement of an appropriate, active software subscription plan from the RealLegal division of LiveNote Inc., Licensor grants You a nonexclusive, nontransferable, limited license to install and use one (1) copy of the Software on a single computer on the terms and conditions set forth in this Agreement and in accordance with the program requirements and other restrictions stated in the Documentation.

3.Ownership. All title, copyrights and other proprietary rights in and to the Software and the media containing the Software are owned by Licensor, and/or its licensors, and the Software's structure, organization and code are the valuable trade secrets of Licensor and/or its licensors. You agree that no title, rights or interest in or to the Software is transferred to You, and that You do not obtain any rights, express or implied, in the Software or media other than the rights expressly granted in this Agreement.

4.Restrictions. You may not, and You may not authorize or permit third parties to, (a) use, copy, modify, or prepare derivative works of the Software or any part thereof, except as expressly authorized in this Agreement; (b) distribute, lease, sublicense, lend, give, transfer, assign or otherwise make all or any portion of the Software available to any third party; or (c) reverse engineer, decompile or disassemble the Software or cause or allow discovery of the source code of the Software or attempt to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law.

5.Term and Termination. This Agreement shall terminate automatically if You fail to comply with the limitations described in this license or if You allow Your software subscription plan from the RealLegal division of LiveNote Inc. to lapse. No notice shall be required from Licensor to effectuate such termination. LiveNote Inc. may terminate this Agreement upon thirty (30) days written notice to You if the Software is no longer commercially offered or available. Upon termination, You must destroy all copies of the Software and the Documentation.

6.DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, LICENSOR MAKES NO, AND HEREBY DISCLAIMS ALL, WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE. WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR HAS NO RESPONSIBILITY FOR ANY ERRORS OR PROBLEMS WITH IMAGES OR OTHER OUTPUT CAUSED BY ANYTHING OTHER THAN THE SOFTWARE ITSELF, INCLUDING, WITHOUT LIMITATION, DATA RECEIVED FROM OR THROUGH HARDWARE OR OTHER SOFTWARE PRODUCTS OR MALFUNCTIONING OPERATING SYSTEMS. Some states/jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to You. Any supplements or updates to the Software, provided to You after the expiration of the Limited Warranty period, are not covered by any warranty or condition, express, implied, or statutory.

7.LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, AND OTHER PECUNIARY LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT OR USE OF THE SOFTWARE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF LICENSOR OR ANY SUPPLIER, AND EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE RESPONSIBLE FOR STORING AND BACKING-UP ANY DATA AND FOR THE PROTECTION OF PERSONAL INFORMATION IN ACCORDANCE WITH APPLICABLE LAWS.

8.Government Restricted Rights. The Software is to receive the maximum protection afforded to Licensor's proprietary rights for commercial software under applicable law. For example, in the United States, if You are licensing the Software or Documentation on behalf of the US Government, it is classified as "Commercial Computer Product" and "Commercial Computer Documentation" developed at private expense, contains confidential information and trade secrets of Licensor, and is subject to "Restricted Rights" as that term is defined in the Federal Acquisition Regulations.

9.Governing Law. This Agreement shall be governed by the laws of the State of Minnesota, U.S.A. without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Minnesota will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sales of Goods is specifically excluded from application to this Agreement.

10.Export. You agree that You will not export or re-export the Software, including without limitation undertaking any actions that would constitute a deemed export, outside of the jurisdiction in which You obtained the Software without obtaining the consent of Licensor and the appropriate United States or foreign government approvals and permits.

11.Assignment. Licensor may freely assign its rights or obligations under this Agreement. You may not transfer or assign Your rights or obligations under this Agreement without Licensor's prior written consent.

12.Miscellaneous. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. All waivers must be express and in writing. This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all previous communications, negotiations and agreements, whether oral or written, between the parties with respect to such subject matter. Any obligations that by their nature should continue after the expiration of this Agreement shall remain binding upon the parties.