License Agreement

IMPORTANT: READ CAREFULLY BEFORE INSTALLING OR OTHERWISE USING THIS SOFTWARE

BY INSTALLING OR USING THIS SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS OF THIS END USER LICENSE AGREEMENT ("EULA"). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, ACCESS OR USE THE SOFTWARE. RATHER YOU SHOULD IMMEDIATELY RETURN THE SOFTWARE UNUSED AND UNINSTALLED FOR A REFUND AND NO LICENSE TO USE THIS SOFTWARE IS GRANTED TO YOU. WHEN ACCEPTED BY YOU, THIS EULA IS A BINDING AGREEMENT BETWEEN YOU AS "LICENSEE" (EITHER AN INDIVIDUAL PERSON OR A SINGLE LEGAL ENTITY) AND company, LLC, AS "LICENSOR" FOR A NON-EXCLUSIVE LICENSE TO THE LICENSED SOFTWARE ON THE TERMS OF THIS EULA. THE LICENSED SOFTWARE (HEREINAFTER THE SOFTWARE) CONSISTS OF THE CURRENT RELEASE VERSION OF THE PLEXUS™ SOFTWARE, AND ANY PRINTED DOCUMENTATION AND ELECTRONIC DOCUMENTATION PROVIDED THEREWITH, SUCH AS A SOFTWARE MANUAL FOR THE SOFTWARE. THE SOFTWARE ALSO INCLUDES DEMO VERSIONS OF THE SOFTWARE, ANY SOFTWARE UPDATES, ADD-ON COMPONENTS, A PROTECTED KEY, WEB SERVICES AND/OR SUPPLEMENTS THAT LICENSOR PROVIDES TO LICENSEE THAT RELATES TO OR IS FOR USE WITH THE SOFTWARE, WHETHER PROVIDED PURSUANT TO SUPPORT SERVICES (AS DEFINED BELOW) OR OTHERWISE. THE SOFTWARE DOES NOT INCLUDE NEW VERSIONS OF THE SOFTWARE PROVIDED PURSUANT TO A SEPARATE LICENSE AGREEMENT. YOU ARE RESPONSIBLE TO ASSURE THAT ALL USERS OF THE SOFTWARE LICENSED TO YOU HAVE AGREED TO THE TERMS AND CONDITIONS OF THIS EULA BEFORE THEIR USE OF THE SOFTWARE.

WARNING: THE SOFTWARE IS PROTECTED FROM UNAUTHORIZED USE BY A BLACKOUT FEATURE (SEE SECTION 8). THE BLACKOUT FEATURE IS MANAGED BY A PROTECTION KEY. THE PROTECTION KEY DETERMINES THE MAXIMUM NUMBER OF LIGHTING FIXTURES THAT CAN BE CONTROLLED BY THE SOFTWARE WITHOUT ACTIVATING THE BLACKOUT FEATURE. USING THE PROGRAM WITHOUT A PROTECTION KEY OR FOR MORE THAN THE MAXIMUM LICENSED NUMBER CONTROL CHANNELS ACTIVATES THE BLACKOUT FEATURE WHICH INTERFERES WITH THE OPERATION OF ALL LIGHTING FIXTURES CONTROLLED BY THE SOFTWARE.

1. Limited License Grant. Subject to payment of the applicable License Fees, Licensor grants to Licensee a non-exclusive, non-transferable limited license to use The Software. Use means storing, loading, installing, or displaying The Software internally for the purpose of controlling lighting fixtures from a single computer. Use of The Software for other than Demonstration Purposes requires a protection key which must be licensed from Licensor. Demonstration Purposes means for purposes of evaluation, training on the use of The Software, and preparing a lighting setup that can be used by a non-Demo Version of The Software with a protection key to actually control lighting devices during a show. Licensee shall pay a License Fee to Licensor for a license to a protection key which will specify the maximum number of lighting fixtures that can be controlled by The Software, for which the Blackout Feature will be disabled. The License Fee shall be Licensor's then current License Fee which Licensor may post on Licensor's web site located at www.plexuslightingcontrol.com, or otherwise provide to Licensee.

2. Demo Versions. If Licensee has been provided with a Demo Version of The Software, all terms and conditions of this EULA apply except where otherwise expressly indicated. The Blackout Feature is activated on Demo Versions of The Software. Currently there is no Licensee Fee for Demo Versions of The Software. A Demo Version of The Software will become a non-Demo Version of The Software in the event Licensee acquires a protection key from Licensor for such Demo Version of the Software and pays Licensor the License Fee of Section 1. Licensor has the sole discretion and option to decline to provide a protection key for any Demo Version of the Software.

3. Limited Express Warranty. All Demo Versions of The Software are provided "AS IS" and without any Support Services. Under no circumstances will Licensor have any liability to Licensee for any use of any Demo Version of The Software. With respect to The Software that is not a Demo Version of The Software, Licensor warrants that The Software will perform substantially in accordance with Licensor's Software Manual applicable to The Software at the time a protection key for The Software is first provided to Licensee for a period of 30 days from the date of first receipt by Licensee of a protection key for The Software (the "Limited Express Warranty"). Any supplements, updates or upgrades to The Software, including without limitation, any provided to Licensee pursuant to Support Services (as defined below) after the expiration of the 30 day period are provided "AS IS" and are not covered by any warranty of any kind. The Limited Express Warranty is void if failure of the performance of The Software has resulted from accident, abuse, misapplication, abnormal use or a virus. THE LIMITED EXPRESS WARRANTY OF THIS SECTION 3 IS IN LIEU OF ALL OTHER WARRANTIES BY LICENSOR. TO THE EXTENT NOT PROHIBITED BY LAW, LICENSOR HEREBY DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT RELATING TO THE SOFTWARE. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE HAS NOT UNDERGONE COMPLETE TESTING AND MAY CONTAIN BUGS, ERRORS AND DEFECTS AND THAT THE SOFTWARE MAY NOT FUNCTION PROPERLY WHEN USED BY LICENSEE. EXCEPT AS PROVIDED BY THE LIMITED EXPRESS WARRANTY, LICENSEE ASSUMES THE ENTIRE RISK OF USING THE SOFTWARE.

4. Exclusive Remedy. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE FURNISHING, PERFORMANCE, OR USE OF THE SOFTWARE, OR THE INABILITY TO USE THE SOFTWARE, RELATING TO THIS EULA, OR RELATING TO ANY BREACH OR ALLEGED BREACH OF THIS EULA, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS OR LOST OR INACCURATE DATA UNDER ANY CIRCUMSTANCES, EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Licensor's entire liability and Licensee's exclusive remedy for non-compliance of The Software with the Limited Express Warranty or for any breach of this EULA by Licensor, shall be, at Licensor's option; either: (a) the return of any Licensee Fee (but not any Support Fee) paid by Licensee to Licensor for a license to The Software, or (b) the repair or replacement of The Software that does not meet the Limited Express Warranty. Under no circumstance shall Licensor, its licensors, dealers, distributors, resellers, employees, members or agents be liable to Licensee or any other party for whom Licensee uses The Software in the aggregate for more than the Licensee Fee paid (excluding any fees for Support Services) by Licensee for the License to The Software. Any replacement Software will be warranted for the remainder of the original Limited Express Warranty or ten (10) days, whichever is longer.

5. Limitations and Reservation of Rights. Licensee shall not modify, reverse engineer, decompile, disassemble or prepare derivative works based in whole or in part on The Software, or assist or permit anyone else to do so. Licensee shall not modify The Software or copy, modify or disable any licensing or security control features of The Software, including any protection key or the Blackout Feature. Licensee may not re-distribute or transfer access to The Software to any other party, in whole or in part, either separately or included with a product. Licensee is responsible for the acts or omissions by persons that use or access The Software licensed to Licensee and to insure that all such users and accessors of The Software licensed to Licensee agree to and to comply with the terms and conditions of this EULA. This EULA does not grant Licensee any rights in connection with any trademarks or service marks of Licensor.

6. Intellectual Property Rights. Licensor, or any of its third party suppliers, owns The Software and all worldwide copyrights and other intellectual property rights therein. This EULA confers no title or ownership in The Software to Licensee and is not a sale of any rights in The Software. Licensor's third party suppliers are intended third party beneficiaries under this EULA and may protect their rights in The Software in the event of infringement. The Software may be protected by applicable copyright or other intellectual property laws and treaties. The Software is licensed, not sold.

7. Information Disclosed by Licensee to Licensor. Licensee may provide information to Licensor, such as information regarding defects, comments on The Software, and suggestions for features and improvements to The Software. If Licensee does so, then Licensee automatically grants Licensor an unrestricted, non-exclusive, worldwide, royalty-free and payment-free, license under any Intellectual Property rights possessed by Licensee to such information for any and all purposes, including incorporating such information and features into The Software, to distribute and sell such derived Software, and to authorize or sublicense others to do any of these things.

8. BLACKOUT FEATURE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE SOFTWARE CONTAINS AN AUTOMATIC BLACKOUT FEATURE (THE "BLACKOUT FEATURE") WHICH, IF ACTIVATED, WILL DISABLE THE ABILITY OF THE SOFTWARE TO CONTROL LIGHTING FIXTURES. MORE SPECIFICALLY, THE BLACKOUT FEATURE WILL CAUSE THE SOFTWARE TO SET ALL DMX OUTPUTS TO 0 EVERY FEW MINUTES. THE BLACKOUT FEATURE WILL AUTOMATICALLY ACTIVATE AFTER THE SOFTWARE IS INSTALLED UNLESS A PROTECTION KEY OBTAINED FROM LICENSOR IS INSTALLED THAT LICENSES OR AUTHORIZES THE CONTROL OF AT LEAST THE NUMBER OF CONTROL CHANNELS ACTUALLY CONNECTED FOR CONTROL BY THE SOFTWARE. ATTEMPTING TO CONTROL MORE CONTROL CHANNELS THAN THE MAXIMUM NUMBER THAT ARE LICENSED AND REGISTERED IN THE PROTECTION KEY WILL CAUSE THE BLACKOUT FEATURE TO ACTIVATE, WHICH WILL SET ALL, EVEN THE AUTHORIZED NUMBER OF REGISTERED CONTROL CHANNELS, DMX VALUES TO 0 EVERY FEW MINUTES.

9. Protection Keys. Licensee is responsible for all loss or damage to any protection keys received from Licensor. In case of the loss of a protection key, Licensor has the right to terminate this EULA. Licensor is not obligated to replace any lost protection key. Damaged protection keys may be returned to Licensor and will be replaced, with Licensor reserving the right to charge additional fees for a replacement protection key.

10. Support Services. Only The Software that is not a Demo Version of The Software is eligible for Support Services. Providing that Licensor has not discontinued Support Services for The Software and subject to the terms of this EULA, Licensee will have one year free of Support Services for The Software for a one-year Initial Support Term. The Initial Support Term lasts for one year from the date Licensee pays the License Fee to Licensor for a performance key. At this time, the Support Fee for the Initial Support Term is zero dollars such that Licensee is automatically entitled to receive Support Services, providing that Support Services have not been discontinued by Licensor, for the Initial Support Term. To receive Support Services, Licensee must register with Licensor the names and contact information for no more than three Support Contacts who may be changed by Written Notice to Licensor. The Support Contacts are the only individuals who are entitled to request Support Services from Licensor or Licensor's Designated Support Provider. Subject to the terms of this EULA and providing that Licensor is still offering Support Services for the Software, that Licensee is not in breach of this EULA, Support Term, Licensee can obtain Support Services for an immediately succeeding (next) Renewal Support Term by providing Licensor with: (i) a Written Request to obtain Support Services for the next Renewal Support Term; and (ii) paying to Licensor the Support Fee applicable to the next Renewal Support Term. The Support Fee must be paid to Licensor prior to the end of the then existing Initial Support Term or Renewal Support Term, whichever is applicable. The Support Fee for the applicable Renewal Support Term will be posted on Licensor's web site at www.plexuslightingcontrol.com, or will otherwise be communicated to Licensee, such as upon the receipt by Licensor or Licensor's Designated Support Provider, of a written request therefore from Licensee. Licensee is not permitted to pay The Support Fee in advance for more than the immediately upcoming Renewal Support Term. The terms set forth in Sections 10 to 13 shall apply to all Support Services. Licensor does not presently intend to, but can discontinue Support Services at any time, but if Licensor discontinues Support Services prior to the end of the Renewal Support Term for for which a Support Fee has been paid for by Licensee, Licensor shall refund a pro rata amount of the previously paid Support Fee for such one-year term. Licensee shall not be entitled to Support Services if Licensee is in material breach of this EULA or fails to pay the applicable Support Fee in advance of the start of the Renewal Support Term for which Support Services are to be provided.

11. Definitions Relevant to Support. Capitalized terms used herein shall have the meanings set forth below:

11.1. "Error" is a bug or defect in Software distribution media and/or a Software function or operation that is materially inconsistent with the functionality stated in Licensor's Software Manual for The Software in existence at the time The Software is first provided to Licensee.

11.2. "Release" means a revision or enhancement of The Software or accompanying documentation designed to correct an Error, but does not include the provision of a New Version of The Software.

11.3. "New Version of The Software" means a version of The Software that adds one or more major features to The Software that were not previously found in The Software. The improvement of an existing feature of The Software can make the resulting improved version of The Software a New Version if the improvement to the existing feature is substantial and provides substantially enhanced functionality. A New Version of The Software, as well as software for purposes other than controlling movable lighting devices, requires a separate EULA, if offered by Licensor.

11.4. "Designated Support Provider" means a third party designated by Licensor to provide Support Services.

11.5. "Support Contact" means authorized individual(s) registered by Licensee with Licensor in accordance with Section 10 at or prior to the time Support Services are requested by Licensee. Licensor is not required to communicate with anyone other than a registered Support Contact(s) when providing Support Services. The Support Contact may be Licensee (if an individual) or an employee or a consultant of Licensee. The Support Contact shall be generally knowledgeable about the technical aspects of the use of The Software and the operating environment.

12. Services Provided as Support Services. Support Services provided under this EULA is as follows:

12.1. Correction of Errors. Licensor will use reasonable efforts to correct reproducible Errors in The Software when reported in writing to Licensor in accordance with reporting procedures that Licensor may issue from time to time. Licensor, at Licensor's option, may modify The Software, may provide a "work-around" consisting of programming and operating instructions, may edit or alter The Software, or may take other corrective steps to address the Error. Licensor, at Licensor's option, may respond to reported Errors by e-mail, phone, mail or fax. An e-mail or mail response may include software patches or replacement programs, at Licensor's sole discretion (which shall become part of The Software when provided). Licensee shall request Support Services upon discovery of an Error by: (i) submitting written requests for assistance regarding the Error to Licensor by mail addressed to: Attention Plexus Support, PNTA, 2414 SW Andover St C100, Seattle WA 98106 or on our website at www.plexuslightingcontrol.com; or (ii) by telephoning Licensor's Help Desk at 206-622-7850 for Support Services posted at www.plexuslightingcontrol.com; provided, that, in the case of a phone call, Licensor or Licensor's Designated Support Provider may require that the request also be in writing or in e-mail form. Licensee acknowledges that Licensor may not be able to correct an Error within any specific time period or at all.

12.2. Timing of Response. Licensor will use reasonable efforts to communicate (by e-mail or otherwise) with Licensee concerning a purported Error on the first business day (Monday through Friday) after Licensor has received a written request for assistance with any Error as set forth in paragraph 12.1.(i) above.

12.3. Electronic Access and Support. Licensor may, but is not obliged to, use reasonable efforts to address Errors by accessing Licensee's system via an Internet link. Licensee shall provide access to Licensee's installation of The Software to permit such access by Licensor.

12.4. Subsequent Releases. Licensor shall use reasonable efforts to remove Errors discovered during the provision of Support Services from subsequent Releases of The Software.

12.5. Help Desk Support. Licensee's Support Contact may email (at www.plexuslightingcontrol.com) or telephone at 206-622-7850 for Support Services posted at www.plexuslightingcontrol.com to reach Licensor's Help Desk available on working days Monday through Friday 9:00am to 6:00pm Pacific Time (except holidays) for advice relating to the use of The Software and to discuss purported Errors in The Software. These times may change without notice, but changes in Help Desk available times will be posted on Licensor's web site at www.plexuslightingcontrol.com, or otherwise communicated to Licensee (such as by a voice mail message when the Help Desk is called).

12.6. New Releases. Licensor may, from time to time, issue New Releases of The Software generally to its Licensees. Licensor will provide Licensee with one copy of each such New Release without additional charge during the first 12 months of purchase. New Releases are subject to the terms of this EULA. For clarification, New Versions of The Software are not New Releases and require a separate license and license fee.

12.7. Provider of Support Services. Licensor may provide Support Services by itself or (wholly or in part) by means of a Designated Support Provider, at Licensor's sole discretion. If Licensor so directs, Licensee will direct its requests for Support Services only to the Designated Support Provider.

12.8 Changes in Support Services. Licensor reserves the right to modify the Support Services by providing no less than 30 days notice to Licensee in writing or email.

13. Limitations on Support Services.

13.1. Stale Software Versions. Licensor shall not be responsible for correcting Errors in any version of The Software other than the most recent Release of The Software ("Current Release"), except that, providing Licensor is not in material breach of this EULA, Licensor will use reasonable efforts to continue to provide Support Services for a prior Release of The Software for a period of 12 months following the time of the first release of the Current Release of The Software.

13.2. Exclusions. The following are not subject to any Support Services by Licensor:

13.2.1. Software Licensed to Licensee that has been altered, modified, or infected with a virus, other than modifications made by Licensor or Licensor's Designated Support Provider, if any.

13.2.2. Any additional services or software requested of Licensor, that are not specifically and expressly included in Support Services, including, but not limited to, applications design, custom programming, data conversions, lost data recovery, or purchase recommendations. In the event Licensor or Licensor's designee provides any such additional services or software, they are provided "AS IS", without warranty of any kind, and may require an additional payment to Licensor.

13.2.3. Errors created by (i) any act or omission by Licensee or by any user of The Software licensed to Licensee, (ii) due to any hardware malfunction; or (iii) due to the use of computers or hardware that lack the capacity to function with The Software.

13.2.4. Errors that do not materially impair or affect the operation of The Software.

13.2.5. Software used on a computer system other than that for which it is intended as stated in Licensor's Software Documentation applicable to The Software (including a New Release of The Software, if provided to Licensee).

14. Licensee Responsibilities. Licensee agrees to use the Help-Desk Support Services under this EULA only if The Software fails to work as set forth in Licensor's Software Manual applicable to The Software at the time The Software is first provided to Licensee or when such Manual is unclear. Licensee agrees to furnish descriptions of Errors in a form requested by Licensor or Licensor's Designated Support Provider. Licensee also agrees to assist Licensor and Licensor's Designated Support Provider, if any, to duplicate a reported Error. Licensee agrees to make back-up copies of all data and to use reasonable anti-virus protections measures.

15. Custom Modifications. Any custom modifications or applications for The Software that Licensor or its designees may supply are provided "AS IS" and are not included within Support Services; provided, however, all of the other terms of this EULA shall apply to any such custom modifications or applications except that there is no Limited Express Warranty of Section 3 above and an additional fee may be charged for any such custom modifications.

16. Termination of EULA.

16.1. Either party may terminate this EULA upon a material breach by the other party that is not cured within 30 days of written notice. In the event this EULA is terminated for any or no reason, even if due to a material breach by Licensor, Licensee must discontinue all use of The Software, return all protection keys to Licensor and destroy all copies of The Software, documentation and other materials received from Licensor.

16.2. The following provisions shall survive any termination of this Agreement: Sections 3, 4, 5, 6, 7, 8, 9 (except for the last sentence), 16.1, 16.2, 17, 18, 19, 20, 21, 22, 23, and 24.

17. Notice. Notice from one party to the other party shall be in writing and provided either: (i) by first class mail (or certified mail or delivered by UPS or another recognized courier) properly addressed to the other party's mailing address; or (ii) by e-mail properly addressed to the other party's e-mail address. Notice shall be effective upon receipt by the other party. Licensee shall provide Licensor with Written Notice of Licensee's e-mail and mailing address at the time a protection key is licensed and shall also provide Licensor with Written Notice of any changes to such e-mail and mailing addresses. Licensee hereby waives any requirement of this EULA for Notice from Licensor in the event Licensee fails to provide such addresses and updates thereto. Licensor's mailing address and e-mail address for purposes of receiving Notice are respectively: PNTA, 2414 SW Andover St C100, Seattle, WA 98106, www.plexuslightingcontrol.com, unless changed by Notice to Licensee, written or email.

18. Applicable Law and Jurisdiction. This EULA shall be interpreted in accordance with and governed by the substantive and procedural laws of the state of Washington and applicable U.S. Federal Law, without regard to choice-of-law principles. The parties hereby irrevocably consent to the exclusive jurisdiction and venue in the courts of the state of Washington located in Seattle, Washington, or of the U.S. District Court for the Western District of Washington located in Seattle, Washington, for the resolution of all disputes relating to this EULA, its subject matter or to any alleged breach of this EULA, or otherwise relating to the relationship of the parties. Each party hereby irrevocably waives any objection that the party may now or hereafter have regarding this choice of law, forum, and venue.

19. Export Regulations. The Software and technical data delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledges that Licensee has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to Licensee, and then only as authorized by this EULA.

20. U.S. Government Rights. Software, databases, and related documentation and technical data delivered to U.S. Government customers are "commercial computer software" or "commercial technical data" pursuant to the applicable Federal Acquisition Regulation and agency-specific supplemental regulations. As such, use, duplication, disclosure, modification, and adaptation of The Software, including documentation and technical data, shall be subject to the licensing restrictions set forth in the applicable Plexus Lighting Control software license agreement, and, to the extent applicable, the additional rights set forth in FAR 52.227-19, Commercial Computer Software License (December 2007). PNTA, 2414 SW Andover St C100, Seattle WA 98106.

21. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this EULA will immediately terminate.

22. Entire Agreement. This EULA (including any addendum or amendment to this EULA that specifically refers to this EULA and which is agreed to in writing by the parties) is the entire agreement between Licensee and Licensor relating to The Software and its subject matter and supersedes any and all prior oral or written communications, agreements, proposals and representations. To the extent the terms of any Licensor or Licensee documents conflict with the terms of this EULA, the terms of this EULA shall control.

23. Assignability by Licensor, not by Licensee. This EULA and the rights and obligations herein are assignable by Licensor, but are not assignable by Licensee.

24. Headings. The headings in this EULA are for convenience only, and shall not be used in the interpretation of this EULA.