End User License AgreementEnd User License Agreement

This End User License Agreement (this "Agreement") is a legal contract between you, as either an individual or a single business entity, and CMS Website Services, LLC and its affiliates ("CMS").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING CMS’S SOFTWARE (DEFINED BELOW) OR OTHERWISE USING THE CMS SOFTWARE. THE COMMERCIAL TERMS AND LICENSE SCOPE APPLICABLE TO YOUR USE OF THE CMS SOFTWARE ARE FURTHER DEFINED IN AN ELECTRONIC ORDER (AN “ORDER”) ENTERED INTO BETWEEN YOU AND CMS. BY DOWNLOADING THE CMS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD TERMINATE THE DOWNLOAD PROCESS AND REFRAIN FROM ACCESSING OR USING THE CMS SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND CMS CONCERNING THE CMS SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH CMS RELATING TO THE CMS SOFTWARE.

Drupal and CMS Software

Drupal (www.drupal.org) (“Drupal”) is an open-source content management system licensed under the GNU General Public License v. 2 (“GPL”). A copy of the GPL 2 license can be viewed at http://www.gnu.org/licenses/old-licenses/gpl-2.0.txt. CMS creates themes for Drupal. Specific parts of CMS themes such as php files, interact with Drupal and therefore are also automatically covered by the GPL license. The GPL license does not automatically extend to data that PHP sends to the browser such as cascading style sheets (CSS), Images, and some Javascript nor to graphic source files such as PSD's (Photoshop files). These files are copyrighted by CMS and are known as (the "CMS Software"). The CMS Software operates independently from Drupal, and is licensed to you under this Agreement, and not under the GPL.

CMS Software License

Subject to your payment of all applicable fees and compliance with the terms of this Agreement, CMS grants to you, and you accept, a perpetual, nonexclusive, revocable, non-transferable license to use the CMS Software only on the number of websites (as set forth in the applicable Order) that are owned by you (the person or entity purchasing the license). You may modify or adapt the CMS Software for the purposes of the websites for which you are licensed hereunder to use the CMS Software. You may not (i) violate any copyrights, trademarks, and patents as held by CMS or other parties with regard to the CMS Software, (ii) make any claim of ownership or authorship with regard to any portion of the CMS Software, (iii) copy or otherwise redistribute the CMS Software in any manner except as is necessary for you to implement the CMS Software on the websites for which you are licensed hereunder to use the CMS Software, (iv) attempt to sell or otherwise transfer the CMS Software to another party, in part or in total, (v) reverse engineer, decompile, or disassemble the CMS Software, or (vi) remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the CMS Software.

Prohibited Uses

You may not: (1) use the CMS Software in a manner that is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, violates any laws or regulations, violates the privacy or publicity rights of any individual, or that would be reasonably likely to bring any person or property reflected in content contained in the CMS Software into disrepute; or (2) use or display any content contained in the CMS Software that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavor or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in content contained in the CMS Software.

Return Policy

CMS does not provide refunds for the CMS Software. Please make sure that you have carefully read all relevant documentation and tried out the demonstration version (if made available by CMS) before purchasing the CMS Software.

Support

Unless otherwise agreed between you and CMS, your purchase of CMS Software does not include any technical support, except as may be made available, in CMS’s discretion, through FAQs or other documentation on the CMS website. CMS shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the CMS Software.

Assignment of Rights

You may not sublicense, lease, rent, assign or lend your rights in the CMS Software, as granted by this Agreement, to any party without prior written consent of CMS. CMS may assign its rights and obligations under this Agreement.

Proprietary Rights to CMS Software and Trademarks

You acknowledge and agree that, as between you and CMS, CMS owns and shall continue to own all right, title, and interest in and to the CMS Software and associated documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the CMS Software or associated documentation, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that CMS uses in connection with the CMS Software or with services rendered by CMS are marks owned by CMS. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks. You shall not remove, obscure or modify any proprietary rights markings that may appear on the CMS Software or in any part thereof.

Termination

This Agreement is effective upon your acceptance of the Agreement and your downloading of the CMS Software. This Agreement shall continue in effect until terminated. Without prejudice to any other rights, CMS may terminate this Agreement upon written notice if you fail to comply with any of the limitations or other requirements described herein or otherwise breach this Agreement. You may terminate this Agreement at any time by: (i) providing written notice of your decision to terminate the Agreement to CMS and (ii) either returning the CMS Software that you have obtained to CMS or destroying all such materials and providing written verification of such destruction to CMS. Upon termination of this Agreement your license to the CMS Software shall terminate and you agree to either return to CMS the CMS Software, documentation, all copies thereof, or to destroy all such materials and provide written verification of such destruction to CMS.

Indemnification

You will, at your own expense, indemnify and hold CMS, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees, arising out of any use of the CMS Software by you, any party related to you, or any party acting upon your authorization.

Warranty Disclaimer

YOU SHOULD FULLY TEST THE CMS SOFTWARE DEMONSTRATION VERSION PRIOR TO PURCHASING A LICENSE FOR CMS SOFTWARE. THE CMS SOFTWARE AND DOCUMENTATION ARE LICENSED “AS IS,” AND CMS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, CMS EXPRESSLY DOES NOT WARRANT THAT THE CMS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE CMS SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE CMS SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE CMS SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE CMS SOFTWARE.

Limitation of Liability

IN NO EVENT WILL CMS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE CMS SOFTWARE OR DOCUMENTATION, EVEN IF CMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CMS BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF THE FEES PAID TO CMS FOR THE CMS SOFTWARE WITHIN THE PERIOD OF SIX (6) MONTHS PRIOR TO ANY CLAIM ARISING.

Governing Law and Choice of Forum

This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina, without regard to the conflicts of law rules thereof. Any legal action of whatever nature by or against CMS arising out of or related in any respect to this Agreement shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Wake County, North Carolina; subject, however, to the right of CMS, at the CMS’s sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to you. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to this Agreement be instituted more than one (1) year after the cause of action arose.

General

If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes. The Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Amendments to the Agreement shall only be effective if in writing and signed by all parties.

Export Restrictions

THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE SOFTWARE OR DOCUMENTATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA OR ANY OTHER GOVERNMENT. YOU SHALL NOT EXPORT, REEXPORT OR IMPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE OR DOCUMENTATION WITHOUT THE WRITTEN CONSENT OF CMS AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.