Two Southpaws, Inc. Plug-In Software License Agreement

THIS IS AN AGREEMENT ("AGREEMENT") BETWEEN YOU ("LICENSEE") AND TWO SOUTHPAWS, INC. (dba "SITECRAFT"). BY INDICATING YOUR ACCEPTANCE BELOW OR BY USING ANY COMPONENT OF THE SITECRAFT PLUG-IN SOFTWARE, INCLUDING WITHOUT LIMITATION INSTALLING OR OTHERWISE USING THE SITECRAFT PLUG-IN SOFTWARE, PRINTED MATERIALS OR ANY ONLINE OR ELECTRONIC DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE"), YOU AGREE TO ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE, COPY OR INSTALL THE SOFTWARE AND YOU MUST IMMEDIATELY DELETE THE SOFTWARE FROM YOUR COMPUTER.

1. Developer License. Subject to Licensee's compliance with the terms and conditions of this Agreement, if Licensee has purchased a Developer License, Sitecraft hereby grants to Licensee a non-exclusive, non-transferrable, non-assignable, limited, worldwide license to (i) use the Software to develop applications that perform file compression and expansion functions in FileMaker Pro™ ("Developer Application"); and (ii) to distribute the Software solely as incorporated in Developer Application for use on no more than one hundred (100) sites, with access over a network by no more than ten (10) end users per site. Licensee shall purchase an additional Developer License from Sitecraft for distribution of the Software for use on more than one hundred (100) sites. Licensee shall purchase additional User Licenses for use of the Software by more than ten (10) end users per site, if the end user has not already independently obtained the appropriate User License from Sitecraft. For larger volume Distribution Licenses, contact Sitecraft at www.sitecraft.com.

2. User License. Subject to Licensee's compliance with the terms and conditions of this Agreement, if Licensee has purchased a User License, Sitecraft hereby grants to Licensee a non-exclusive, non-transferrable, non-assignable, limited license to use the number of copies of the Software on the number of Computers for which Licensee paid a license fee to Sitecraft. One (1) copy of the Software may be loaded into the permanent memory of each computer, solely for use on that computer. Licensee shall purchase additional User Licenses for use of the Software by additional end users.

3. Restrictions. All rights not expressly granted herein are reserved by Sitecraft. Except as required to carry out the license granted in this Agreement, Licensee will not copy, reproduce, perform, display, sell, sublicense, distribute or otherwise transfer the Software to any third party or modify the Software. Under no circumstances will Licensee create derivative versions of the Software, sell or distribute the Software as stand-alone, reverse engineer, reverse compile or otherwise seek to derive source code from the Software.

4. Ownership. Licensee acknowledges and agrees that Sitecraft owns all right, title and interest in and to the Software, including all intellectual property rights therein.

5. Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Sitecraft from and against any suits, liabilities, obligations, claims, demands, damages, penalties, settlements, causes of action, costs and expenses, including, without limitation, reasonable attorneys' fees, asserted by any and all third parties (collectively "Claims") alleging or resulting from Licensee's (i) breach of any term or condition of this Agreement; or (ii) infringement of the intellectual property or other violation of the rights of a third party as a result of (a) Licensee's unauthorized alteration of the Software; (b) Licensee's combination of the Software with other software or materials not originating with or authorized by Sitecraft; or (c) Licensee's use of the Software not in compliance with this Agreement or any documentation provided with the Software.

6. Termination. Licensee acknowledges and agrees that this Agreement and all license to use the Software shall automatically terminate upon notice to Licensee from Sitecraft if Licensee (i) violates the terms of Section 2 ("Restrictions"); or (ii) breaches the terms of this Agreement.

7. Effect of Termination. Upon termination of this Agreement for any reason, Licensee shall immediately cease all use of the Software. At the request of Sitecraft, Licensee shall return or certify the destruction of all copies of the Software in its possession.

8. Warranty Disclaimer. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR OTHERWISE. SITECRAFT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SITECRAFT DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.

9. Limitation of Liability. IN NO EVENT SHALL SITECRAFT BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

10. Survival. The following provisions shall survive termination of this Agreement for any reason: Sections 3 ("Restrictions"); 4 ("Ownership"); 5 ("Indemnification by Licensee"); 7 ("Effect of Termination"); 8 ("Warranty Disclaimer"); 9 ("Limitation of Liability"); 10 ("Survival"); and 11 ("General").

11. General.

10.1 Compliance With Laws. Licensee agrees that it will comply with all applicable laws and regulations in its use of the Software, including any applicable export licensing requirements.

10.2 Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

10.3 Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

10.4 Governing Law. This Agreement will be governed by the laws of the State of Oregon without application of Oregon conflicts of law principles and the United Nations Convention on Contracts for the International Sale of Goods. Licensee irrevocably consents to the exclusive jurisdiction of the state and federal courts in Portland, Oregon, for any action, suit or proceeding in connection with the Software or this Agreement. The prevailing party in a suit shall be entitled to reimbursement for its costs and expenses, including any costs incurred in collecting overdue payments and attorneys' fees at trial and on appeal.

10.5 Entire Agreement. This is the entire agreement between the parties which supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement.

10.6 Trademarks. Sitecraft® is a registered trademark of Two Southpaws, Inc. FileMaker Pro® is a registered trademark of FileMaker, Inc. All trademarks and service marks are the sole property of their respective owners.