End User License Agreement for PhpExpress

NuSphere Corporation
Software: PhpExpress
Copyright (c) 2002-2011 NuSphere Corporation

YOU MAY  NOT INSTALL,  USE,  COPY,  OR  DISTRIBUTE  THIS
SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED  THIS  LICENSE
AGREEMENT. BY INSTALLING, USING, COPYING OR DISTRIBUTING
THE SOFTWARE (OR AUTHORIZING ANY  OTHER PERSON TO  DO SO
FOR YOU) YOU ACCEPT THIS LICENSE AGREEMENT.  IF  YOU  DO
NOT AGREE  TO  THIS  LICENSE  AGREEMENT,  YOU  MUST  NOT
INSTALL, USE, COPY OR DISTRIBUTE THE SOFTWARE,  AND  YOU
WILL NOT HAVE A LICENSE. IF YOU  USE,  COPY,  MODIFY  OR
DISTRIBUTE THE SOFTWARE  WITHOUT  A  LICENSE,  YOU  WILL
INFRINGE   THE   INTELLECTUAL   PROPERTY   OF   NUSPHERE
CORPORATION.

The "Licensee" is the person or  entity  licensed  under
and bound by this Agreement.

Grant of License
Subject to the terms and conditions of  this  Agreement,
NuSphere Corporation grants to Licensee, free of charge,
a  nonexclusive,   nontransferable   license  under  the
NuSphere Corporation Intellectual Property to use, copy,
modify, publish, and distribute  the  computer  programs
known as PhpExpress,  including  the  documentation  (if
any)  provided,  (collectively  hereinafter  "PhpExpress
Software").  Rights  not  expressly  granted   in   this
Agreement are  reserved  by  NuSphere  Corporation. This
License Agreement  does  not  entitle  Licensee  to  any
future version or release of  PhpExpress  Software  from
NuSphere Corporation unless and to the extent only  that
NuSphere Corporation elects to make any  future  version
or release available to Licensee.

Terms and Conditions

1. Ownership.
Licensee acknowledges  that  the  copyrights  and  other
intellectual property in  the  PhpExpress  Software  are
owned by NuSphere Corporation ("NuSphere  Corporation").
The  copyrights   and  other  intellectual  property  of
NuSphere Corporation in and to the  PhpExpress  Software
are referred to  herein  as  the  "NuSphere  Corporation
Intellectual Property." As this term  is  used  in  this
Agreement, "NuSphere Corporation Intellectual  Property"
does not include any other  copyrights  or  intellectual
property of NuSphere Corporation.

2. Distribution.
Licensee  may  redistribute  copies  of  the  PhpExpress
Software (only in unmodified form) to other  persons  or
entities subject to the following conditions:
a. Binary Redistribution. Redistributions of binary form
   must reproduce the above copyright  notice  and  this
   list of Terms and  Conditions  in  the  documentation
   and/or   other    materials    provided    with   the
   distribution.
b. Endorsement. The name(s) of the original author(s) or
   NuSphere Corporation may not be used  to  endorse  or
   promote  products   derived   from   this  PhpExpress
   Software without specific written permission.
c. Any  modifications   to   PhpExpress   Software   are
   forbidden as stated in Section 4  "ANALYSIS / REVERSE
   ENGINEERING / MODIFICATION" of this license.

3. Support & Maintenance. 
NuSphere Corporation has no obligation  to  provide  any
maintenance, support, training, or other services.

4. ANALYSIS / REVERSE ENGINEERING / MODIFICATION
Except insofar as the user is  permitted  to  do  so  in
accordance with applicable law:
i.  Any analysis  or  modifications  of  PhpExpress  and
    embedded data by any means and by any entity whether
    human  or   otherwise   and  including  but  without
    limitation  to   discover   details    of   internal
    operation, to reverse engineer, to de-compile object
    code, or to modify for  the  purposes  of  modifying
    behavior is forbidden
ii. Any analysis of encoded files by any  means  and  by
    any entity whether human or otherwise and  including
    but without limitation to discover details  of  file
    format or for the purposes of modifying behavior  or
    scope of their usage is forbidden.

5. Allocation of Risk. 
Because there are no license fees,  royalties  or  other
fees payable by Licensee  to  NuSphere  Corporation  for
this  License,   Licensees   agrees  that  this  License
Agreement reflects an allocation of risk  acceptable  to
Licensee. Such  allocation  of  risk  includes,  without
limitation,  the   disclaimer    of    warranties,   the
limitations of  liability,  the  indemnities  and  other
protections of NuSphere Corporation that are  set  forth
in this Agreement.

6. Disclaimer Of Warranties.
NUSPHERE CORPORATION MAKES NO WARRANTY EXPRESS,  IMPLIED
OR STATUTORY. THE PHPEXPRESS SOFTWARE  IS  PROVIDED  AND
ACCEPTED "AS IS" WITHOUT WARRANTY OF ANY KIND.  NUSPHERE
CORPORATION  DISCLAIMS   AND   EXCLUDES    ALL   IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION,  ANY  IMPLIED
WARRANTIES  OF   NONINFRINGEMENT,    MERCHANTABILITY  OR
FITNESS FOR A PARTICULAR PURPOSE.  NUSPHERE  CORPORATION
DOES NOT  WARRANT  THAT  THE  PHPEXPRESS  SOFTWARE  WILL
SATISFY LICENSEE'S REQUIREMENTS OR THAT  IT  IS  WITHOUT
DEFECT OR ERROR OR THAT THE OPERATION  THEREOF  WILL  BE
UNINTERRUPTED.  LICENSEE   IS   SOLELY  RESPONSIBLE  FOR
DETERMINING THE SUITABILITY OF THE  PHPEXPRESS  SOFTWARE
AND FOR TESTING AND EVALUATING IT BEFORE ANY USE  OF  OR
RELIANCE ON THE PHPEXPRESS  SOFTWARE.  LICENSEE  ASSUMES
ALL RISKS AND LIABILITIES ASSOCIATED WITH THE PHPEXPRESS
SOFTWARE,  INCLUDING,   WITHOUT   LIMITATION,   DEFECTS,
PROGRAMMING  ERRORS,   PRODUCT   LIABILITY  CLAIMS,  THE
INFRINGEMENT  OF  THIRD  PARTY  RIGHTS  OR  INTELLECTUAL
PROPERTY, AND  ANY   OTHER   PROBLEMS  RELATING  TO  THE
PHPEXPRESS SOFTWARE.

7. LIMITATION OF LIABILITY.
NUSPHERE OR ITS THIRD PARTY CONTRIBUTORS, SHALL  NOT  BE
LIABLE TO THE USER  OR  TO  ANY  THIRD   PARTY  FOR  ANY
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR  INDIRECT  DAMAGES
WITH RESPECT TO THIS  AGREEMENT.   IN  NO  EVENT   SHALL
NUSPHERE'S CUMULATIVE LIABILITY  UNDER  OR  IN  ANY  WAY
RELATED TO THIS AGREEMENT, RESULTING FROM  ANY  CAUSE OF
ACTION, WHETHER IN CONTRACT, TORT, STRICT  LIABILITY  OR
BY ANY OTHER LEGAL THEORY, EXCEED THE  TOTAL  AMOUNT  OF
PAYMENTS RECEIVED FROM THE USER.

8. Protection of Others.
NuSphere Corporation may extend the protections afforded
to NuSphere Corporation under this Agreement,  including
without  limitation,   any   of   the   disclaimers  and
limitations of liability of Sections 5, 6, and  7 to any
of its employees, officers, or representatives or to any
of the developers of the PhpExpress Software, for  their
protection.

9. Governing Law
This agreement  is   governed   by   the   laws  of  the
Commonwealth   of   Massachusetts,    excluding    those
provisions governing choice of law. Exclusive venue  and
jurisdiction for all matters relating to this  Agreement
or the breach thereof shall be in the state  or  federal
courts of the Commonwealth  of  Massachusetts,  and  the
parties hereby consent to  such  exclusive  jurisdiction
and venue. If a provision of this Agreement is found  by
a court of competent jurisdiction to  be  unenforceable,
the remainder of the Agreement shall  continue  in  full
force and effect.

10. Export Control Regulations
The Product  and  any  technology  licensed  under  this
Agreement  are  subject  to  the  United  States  Export
Control laws and regulations. User agrees not to  export
or re-export any Product  without  first  obtaining  the
necessary licenses and approvals  from  the  appropriate
federal  agency  and  shall  comply  with  all  relevant
regulations of the United States Department of  Commerce
and with the United States Export Administration Act  to
insure that the Product is not exported  or  re-exported
in violation of United States law.

11. U.S.Government Restricted Rights.
The Product and its documentation are  provided  to  the
U.S.  government   with   Commercial   Rights/Restricted
Rights. This means that if  the  User  is  a  government
agency,  the  use,  duplication,  or  closure  by   that
government agency is  subject  to  various  restrictions
described in the Federal Acquisition Regulations  (FARs)
at 48 CFR 52.227-14/13 (June 1987) and the Department of
Defense FAR (DFARs) 52-227-7202-1 (a) and  227-7202-3(a)
(1995),  DFARs  252.227-7013(c)(1)(ii)  (Oct 1988),  FAR
52.227-7013/14,  FAR   12.212(a)(1995),   FAR  52.227-19
(June1987) or FAR  52.227-14  (ALT III)  (June 1987)  as
applicable. Use and distribution of the Product are also
subject to any other restriction described elsewhere  in
this  Agreement.  The  Contractor  or  manufacturer   is
NuSphere Corporation, 465 S.  Meadows  parkway  # 20-154
Reno, Nevada 89521 USA.

12. Complete Agreement.
This Agreement  represents  the  complete  understanding
between the User and NuSphere and supersedes  any  prior
agreement, written or oral, with regard to the  Product.

13. Assignability.
This Agreement shall not be assigned by the  User  to  a
third party without  the  prior  written  permission  of
NuSphere, except User may assign it rights hereunder  to
any third party which acquires all or substantially  all
of the User's assets.

14. Termination.
The License shall automatically  terminate  if  Licensee
breaches  this   Agreement.   Upon  termination  of  the
License, Licensee shall erase or destroy all  copies  of
the PhpExpress Software within the possession or control
of Licensee.
