All users of Arpeggio Web Worx's proprietary Software (the “Software”) are required to agree to the following terms and conditions unless they previously signed a software license agreement in which case the terms of the previously signed agreement shall prevail. This agreement (the “Agreement”) is between you (“Customer”) and Arpeggio Web Worx (“Arpeggio Web Worx”) for use of the Software by Customer.

1. LICENSES

1.1. Access to the Software
Subject to the terms and conditions of this Agreement, Arpeggio Web Worx hereby grants to Customer a limited, non-exclusive and non-transferable right to access and use the Software in accordance with the specific limitations set forth in this Agreement. The Software shall be hosted and served and executed solely by a server under the direct supervision and control of Arpeggio Web Worx or its contractor. Customer shall not receive a copy of the Software, nor have any other rights to the Software other than those granted under this Agreement.

1.1.1 Right to use: The Software is licensed for use only in delivered code form. Each copy of the Software is licensed for use only on a single URL. Any use of the Software beyond that authorized here without paying additional license fees as provided herein shall cause this license to terminate. Should CUSTOMER wish to add seats beyond the seats licensed in the Basic Package, the CUSTOMER may add modules at the then current price for that specific module (see product pages for current price).

The CUSTOMER may not modify, alter, reverse engineer, disassemble, or decompile the Software. This software product is licensed, not sold.

2. Duration: This License shall continue so long as CUSTOMER uses the Software in compliance with this License. Should CUSTOMER breach any of its obligations hereunder, CUSTOMER agrees to return all copies of the Software and this License upon notification and demand by Arpeggio Web Worx

3. Copyright: The Software (including any images, “applets,” photographs, animations, video, audio, music and text incorporated into the Software) as well as any accompanying written materials (the “Documentation”) is owned by Arpeggio Web Worx or its suppliers, is protected by United States copyright laws and international treaties, and contains confidential information and trade secrets. CUSTOMER agrees to protect the confidentiality of the Software and Documentation. CUSTOMER agrees that it will not provide a copy of this Software or Documentation nor divulge any proprietary information of Arpeggio Web Worx to any person, other than its employees, without the prior consent of Arpeggio Web Worx; CUSTOMER shall use its best efforts to see that any user of the Software licensed hereunder complies with this license.

1.2. Restrictions
1.2.1 Trial Software: Customer may use the Arpeggio Web Worx Trial Software, as defined in Section 3.1, for personal or non-profit use as follows:

• for a personal Web site about or for Customer, Customer’s family, relatives, or friends
• for a non-commercial organization such as sports club, user group, reading circle, etc. of which Customer is a member
• for a Web site for a non-profit organization
• for use by an unpaid individual or organization developing a Web site for one of the entities listed above.

Customer may use the Arpeggio Web Worx Trial Software for commercial purposes with no more than one (1) Trial Software account.

Customer agrees not: (a) to sublicense, transfer or otherwise convey the Software to any third party; (b) to modify or create derivative works of the Software; (c) to reverse engineer, disassemble or otherwise reduce the Software to human-readable form; (d) to use or copy the Software except as expressly authorized under this Agreement; and (e) to attempt to access any software hosted and served by Arpeggio Web Worx or its contractor's computers except for the Software.

1.2.2 Display of Arpeggio Web Worx slogan: For any site lisenceing any module of the Software, that site will display the "Powered by Arpeggio Web Worx" slogan, with a link to the Arpeggio Web Worx home page located at http://www.arpeggioweb.com at some location to be determined by convenience or design requirements of the Customer, on Every Page of the Customer site.. Failure to display this slogan and link will constitute material breech of this licence agreement.

1.3. Promotional Rights
Customer hereby grants to Arpeggio Web Worx a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly perform, publicly display and digitally perform Customer’s trademarks and service marks on Arpeggio Web Worx web site and customer newsletter stating that Customer is using Arpeggio Web Worx products and/or services. Subject to approval from Customer, which shall not be unreasonably withheld or delayed, Arpeggio Web Worx may issue a press release stating that Customer is a user of Arpeggio Web Worx products.

1.4. Limited Licenses
Arpeggio Web Worx grants Customer no other license or right, by estoppel, implication or otherwise, except for licenses and rights expressly granted in this Section 1.

2. INTEGRATION

2.1 No Integration Assistance
Arpeggio Web Worx shall provide online documentation to Customer that can be used by Customer to integrate the Software into the Customer Web sites. At Customer's request, Arpeggio Web Worx may provide technical support to Customer to assist in such integration at Arpeggio Web Worx's then current hourly rate.

2.2 Access to Web Pages
Customer shall provide Arpeggio Web Worx access to the Customer Data. "Customer Data" means the logical and physical organization and structure of the data and associated files relating to Web pages of the Customer Web sites. Except as otherwise provided in the Arpeggio Web Worx Privacy Policy, Arpeggio Web Worx will not use Customer Data for any purpose other than as necessary to archive and back-up such data or otherwise perform its obligations herein.

3. FEES

3.1 Trial Software
Arpeggio Web Worx may make available a version of the Software that may be used by Customer at no charge (“Trial Software”). If Customer makes use of the Trial Software, Customer agrees to display a logo provided by Arpeggio Web Worx on pages that display search results generated by the Trial Software.

3.2 Fee Based Software
For pricing on fee based Software, see the online catalog at the Arpeggio Web Worx web site, or send an inquiry to sales@ArpeggioWeb.com

3.3 Payment Terms
All payments shall be due upon receipt of invoice. For amounts paid after the due date, Arpeggio Web Worx reserves the right to charge Customer interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if less). All payments shall be in U.S. dollars. Customer will be responsible for, and will promptly pay, all taxes of whatever nature (including but not limited to sales and use taxes) associated with this Agreement on Customer's receipt or use of the Software and/or Support Services, except for taxes based on Arpeggio Web Worx's net income.

3.4 Fee Increases
During the term of this Agreement, Arpeggio Web Worx reserves the right to increase the fees for use of the Software and any Support Services for subsequent terms. Customer acknowledges its acceptance of a fee increase by use of the Software on the effective date of the increase.

4. SUPPORT SERVICES

4.1 Trial Software Technical Support
Technical support for Trial Software is available through online help at Arpeggio Web Worx’s Web site or via email to support@ArpeggioWeb.com.

4.2 Fee Based Software Technical Support
Technical support for users who pay a fee for the Software is available through online help at Arpeggio Web Worx’s Web site, via email to support@ArpeggioWeb.com or by phone. Arpeggio Web Worx will respond to support inquiries Monday through Friday, between 9 am and 5 pm Eastern Time, excluding Arpeggio Web Worx holidays.

5. TERM AND TERMINATION

5.1 Term for Free Software
This Agreement shall commence on the date the Agreement is accepted and shall continue until terminated in accordance with this Section 5.

5.2 Term for Fee Based Software
This Agreement shall commence on the date an order for the Software is placed on the Arpeggio Web Worx Web site (http://www.ArpeggioWeb.com/) or when a valid order for the Software is received by Arpeggio Web Worx and incorporated as an Exhibit to this Agreement ("Effective Date"). The term for fee based Software shall be from the Effective Date and shall continue for one (1) year or until terminated in accordance with this Section 5. This Agreement will automatically renew for successive one (1) year terms at Arpeggio Web Worx's then current prices unless Customer provides Arpeggio Web Worx with written notification of Customer's intent not to renew the Agreement before the end of the current term.

5.3 Termination at Will
This Agreement may be terminated at will by Arpeggio Web Worx upon five (5) days notice to the Customer.

5.4 Termination for Breach
Either party may terminate this Agreement upon written notice if one party breaches a material term of this Agreement and fails to correct the breach within five (5) days following written notice from the other specifying the breach. Notwithstanding the foregoing, Customer's breach of Section 1.1 or 1.2 shall constitute a non-curable breach of this Agreement, and Arpeggio Web Worx may terminate this Agreement following five (5) days notice of such breach to Customer.

5.5 Rights and Obligations Upon Termination
The obligations of Arpeggio Web Worx and Customer in Sections 5, 7, 8, 11 and 12 shall survive termination or expiration of this Agreement. Upon termination this Agreement, all licenses granted thereunder shall immediately terminate and each party shall return and make no further use of Software, equipment, property, materials and other items (and all copies thereof) belonging to the other party and provided in connection with this Agreement. Upon termination of this Agreement, Customer shall promptly pay Arpeggio Web Worx any amounts owed.

6. CUSTOMER OBLIGATIONS AND ACKNOWLEDGEMENT

6.1 Usage Restrictions
Customer represents to Arpeggio Web Worx that the Customer Web sites shall not contain pornographic material, sites with links to pornographic sites, sites encouraging illegal activity or racism, sites providing instructions or discussions about performing illegal activities, or sites engaged in libelous or harassing activities. Arpeggio Web Worx reserves the right, in its sole discretion, to determine whether sites may use its Software and Support Services.

6.2 Data Transmission Security
Customer acknowledges that Arpeggio Web Worx has neither responsibility for nor control of the communications lines used to access the Software because such lines are provided by a third party public utility, and that the security of transmissions to and from the Software is not the responsibility of Arpeggio Web Worx.

6.3 Display of Arpeggio Web Worx slogan
For any site lisenceing any module of the Software, that site will display the "Powered by Arpeggio Web Worx" slogan, with a link to the Arpeggio Web Worx home page located at http://www.arpeggioweb.com at some location to be determined by convenience or design requirements of the Customer, on Every Page of the Customer site.. Failure to display this slogan and link will constitute material breech of this licence agreement.

7. PROPRIETARY RIGHTS

Customer acknowledges that Arpeggio Web Worx and/or its licensors own all intellectual property rights, including goodwill, in the Software, modifications, or changes by either party and any associated documentation as well as Arpeggio Web Worx Marks. Customer hereby irrevocably transfers to Arpeggio Web Worx all rights, title and interest Customer may have in the Software or the Arpeggio Web Worx Marks.

Arpeggio Web Worx acknowledges that Customer and/or its licensors own all intellectual property rights in the Customer Web site and Customer's trademarks, service marks, and logos, including all components and any associated documentation.

8. CONFIDENTIALITY

8.1 Defined
By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall include but not be limited to the Software performance and operation, algorithms, formulas, methods, know-how, processes, designs, new products, developmental work, prospective customer names, the terms and pricing under this Agreement, and Customer Data, and all information clearly identified in writing at the time of disclosure as confidential.

8.2 Exceptions
A party's Confidential Information shall not include information that (a) is or becomes a part of the public domain through no wrongful act or omission of the other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by one party without reference to the other party's Confidential Information.

8.3 Use and Nondisclosure
The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and for a period of five years after termination of this Agreement. The parties agree, not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than the implementation of this Agreement, with the exception that a party may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided, that the party will promptly notify the disclosing party of such request and cooperate with the disclosing party in its efforts to contest such request, requirement or order or to obtain confidential treatment of such Confidential Information. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Either party may disclose the terms of this Agreement and/or the transactions contemplated hereby (i) in any filing made pursuant to the Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Exchange Act"), to the extent that such party, after consultation with outside legal counsel, determines that such disclosure is required under the Securities Act or Exchange Act, as applicable or (ii) on a "need-to-know" basis to its legal counsel, accountants, banks and potential purchasers of its securities and their legal counsel.

9. WARRANTIES

9.1 Warranty for the Software
Arpeggio Web Worx warrants to Customer that the Software will substantially perform the functions described in the applicable documentation. If the Software does not conform to the foregoing warranty, Arpeggio Web Worx shall, as Arpeggio Web Worx's sole and exclusive obligation and at its option, repair or replace the relevant Software or refund to Customer a prorated portion of the license fee paid for the relevant Software.

NOTWITHSTANDING THE FOREGOING, ARPEGGIO WEB WORX DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE.

9.2 Disclaimers
The above warranties of Section 9 do not cover the results of accident, abuse, neglect, improper testing, or vandalism caused by anyone other than Arpeggio Web Worx or Arpeggio Web Worx's authorized agents, acts of God, use contrary to the applicable specifications or instructions, or repair or modification to the Software by anyone other than Arpeggio Web Worx or Arpeggio Web Worx's authorized agents. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, ARPEGGIO WEB WORX FURNISHES, AND CUSTOMER ACCEPTS, THE SOFTWARE AS-IS, WITH NO WARRANTY, EXPRESS OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF CONDUCT OR DEALING. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON THE PART OF ARPEGGIO WEB WORX ARISING OUT OF, OR IN CONNECTION WITH, ANY SOFTWARE SUPPLIED UNDER THIS AGREEMENT. TO THE EXTENT THAT ARPEGGIO WEB WORX MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

10. INDEMNIFICATION

Customer shall, at its own expense, defend, indemnify and hold Arpeggio Web Worx and its affiliates, officers, directors, employees, agents and contractors harmless from (a) any breach of Customer's obligations under Section 6 and/or (b) and from any claim or suit alleging that any part of the Customer Web site infringes any patent, copyright or trademark, or that Customer misappropriated any trade secret of any other entity in connection therewith, including any losses, damages, or expenses (including, without limitation, reasonable attorneys' fees) arising from or incurred in connection with any such claim or suit.

11. LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF OBLIGATIONS SET FORTH IN SECTIONS 1 AND 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE OF THE SOFTWARE OR ANY COMPONENT OF SUBPART THEREOF, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICES, OR OTHER ECONOMIC LOSS ARISING OUT OF BREACH BY THE OTHER PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR AGREEMENTS CONTAINED IN THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER OR NOT ANY LIMITED REMEDY FAILED OF ITS ESSENTIAL PURPOSE, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY).

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL ARPEGGIO WEB WORX'S AGGREGATE LIABILITY TO CUSTOMER, AND ANY OTHER THIRD PARTY, EXCEED THE AMOUNT ACTUALLY PAID TO ARPEGGIO WEB WORX UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM OR ACTION, REGARDLESS OF THE FORM OF CLAIM OR ACTION.

12. GENERAL

12.1 Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, electrical or other shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party.

12.2 Independent Contractors
Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties.

12.3 Governing Law
This Agreement shall be governed by the laws of the State of Rhode Island, and without reference to its conflicts of law as though entered into between Rhode Island residents and to be performed entirely within the State of Rhode Island, and both Customer and Arpeggio Web Worx consent to jurisdiction and venue in the state and federal courts sitting in the State of Rhode Island and in particular, within Newport County, Rhode Island.

12.4 Severability
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

12.5 Modification and Waiver
No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default.

12.6 Notices
All notices required or permitted under this Agreement will be in writing and delivered by email, confirmed facsimile transmission, by courier or overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All communications to Arpeggio Web Worx will be sent to the address set forth below; to Customer shall be to Customer’s address for billing; or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party.

Arpeggio Web Worx
Attn: Billing
PO Box 356
Portsmouth, RI 02871
billing@ArpeggioWeb.com

12.7 Assignment
This Agreement may not be assigned or otherwise transferred by either party by operation of law or otherwise, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, either party may, without prior written consent of the other party, assign and otherwise transfer this Agreement, and all of its rights and obligations hereunder, to a successor to all or substantially all of its assets whether by way of merger, consolidation, sale of stock or assets, operation of the law, or the like. Any attempt by either party to assign this Agreement in breach of this Section 12.7 shall be void and null. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

12.8 Government Legend
If Customer is acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Software constitutes a "commercial item", as that term is defined at Federal Acquisition Regulation (FAR) 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in FAR 12.212 (Sept. 1995), and is provided to the U.S. Government only as commercial software (with "Restricted Rights", if applicable). Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.

12.9 Entire Agreement
This Agreement and any mutually agreed-to terms governing the use of any upgrades to the Software constitutes the entire and exclusive agreement between the parties hereto with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.

ADDITIONAL INFORMATION
Any questions relating to this Web site or regarding the Arpeggio Web Worx Software License and Services Agreement may be directed to info@ArpeggioWeb.com

Copyrights

All information, graphics, white papers, documents, content, and software available on this site are copyrighted materials of Arpeggio Web Worx and/or Arpeggio Systems, and protected by all applicable copyright laws and regulations.

Trademarks

The Arpeggio Web Worx Corporate Logo is registered trademarks of Arpeggio Systems.