YOU MUST AGREE TO THE TERMS OF THIS SOURCE CODE EVALUATION LICENSE AGREEMENT IF YOU WANT TO DOWNLOAD THE RELEVANT SOFTWARE. IF YOU AGREE TO THE TERMS OF THIS SOURCE CODE EVALUATION LICENSE, YOU MUST CLICK THE “i aCCEPT” AT THE END OF THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON you acknowledge that you have read this agreement, understand it and agree to be bound by the terms and conditions described herein and ANY AND all policies and guidelines incorporated by reference. IF YOU ARE NOT WILLING TO BE SO BOUND, SELECT THE "DECLINE" BUTTON AT THE END OF THIS AGREEMENT AND YOU WILL NOT BE ABLE TO DOWNLOAD THE RELEVANT SOFTWARE.

VoteHere, Inc.

Source Code Evaluation License Agreement

IMPORTANT: READ CAREFULLY: This is a VoteHere Source Code Evaluation License Agreement (the "Agreement") between you (either an individual or a single legal entity), ("Licensee") and VoteHere, Inc. ("VoteHere"), for the right to use and evaluate the Software solely in accordance with the terms and conditions set forth in this Agreement. Please read this Agreement carefully. By downloading this Software, you agree to be bound by the terms and conditions of this Agreement. To avoid any doubt, this Software is not being licensed on an open source basis. The web site on which this Software is posted is operated by a U.S. entity and is governed by the state and federal laws of the United States. The laws of your jurisdiction may be more or less strict than the laws that apply to this web site and the Software.

1. Definitions

(a) "Documentation" means any manuals, guides, instructions, specifications, help files, data, reference materials, build notes and other textual or graphical informational or technical materials regarding the Software.

(b) "Intellectual Property Rights" means any patent, copyright, trademark, trade secret, trade dress, mask work, moral right, right of attribution or integrity or other intellectual or industrial property rights or proprietary rights arising under the laws of any jurisdiction (including all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations and renewals).

(c) "Software" means the VoteHere VHTi Reference Implementation Source Code in human-readable form, which is provided by VoteHere under this Agreement, as it may be updated from time to time.

(d) "Source Code" shall mean the human-readable source code form that is not suitable for machine execution without intervening steps of interpretation or compilation, together with related documentation, if any.

2. License Grant

Subject to the restrictions set forth in Section 3 and other provisions of this Agreement, VoteHere grants to Licensee a restricted, personal, royalty-free, non-transferable, non-sublicensable, revocable, worldwide license to access and use, during the Term (defined below) of this Agreement (A) the Software (i) solely for purposes of evaluating the Software, (ii) to reproduce for temporary archive purposes, and (iii) to modify the Source Code, but only to the extent necessary to evaluate the Software , and (B) the Documentation solely for the purposes of evaluating the Software as described in clause 2(A). As between the parties, Licensee agrees that VoteHere shall own title to and ownership of any derivative works of the Software (the "Derivative Software"). Licensee acknowledges and agrees that it may only use such Derivative Software for evaluation purposes in accordance with the terms of this Agreement. To the extent Licensee is deemed to have any ownership interest in such Derivative Software, Licensee hereby assigns to VoteHere all its right, title and interest in and to the Derivative Software.

3. Restrictions on License Grant

(a) No license is granted to Licensee for any purpose, and Licensee shall not use or copy the Software or Documentation for any purpose or in any manner, other than expressly as described in Section 2.

(b) Licensee may not assign, sublicense, distribute, deliver, rent, grant a security interest in, sell, loan or otherwise assign, transfer or encumber the Software or Documentation, in whole or in part, to any third party.

(c) Licensee shall not reproduce any copy of the Software or Documentation or any portion thereof without including any and all copyright notices and proprietary rights legends, including notices and legends that appear in the original Source Code and related Documentation.

(d) Licensee shall not use the Software or any portion thereof for any commercial purpose.

(e) Licensee shall not deliver or provide the Software to any third party in any form, except that it may quote limited portions in any review or discussion document, provided that such review or discussion document must provide attribution to VoteHere and include all copyright notices and proprietary rights legends present in the Software, and that it be delivered to VoteHere in advance or concurrent with its release to a third party.

(f) Licensee shall comply with all applicable laws, rules, regulations, orders, and other requirements in Licensee's use of the Software and Documentation.

(g) Licensee shall not make any modification to the Software or Documentation except as expressly permitted in Section 2.

(h) Licensee shall not make any adaptation, improvement, enhancement, translation, or derivative work of or to the Software or Documentation except as expressly permitted in Section 2.

(i) Licensee shall not remove, alter, or obscure any proprietary notices (including, without limitation, copyright notices) of VoteHere or its suppliers in the Software or Documentation.

(j) Licensee shall not use the Software or Documentation for purposes for which it is not designed or intended.

(k) Licensee shall not enable or permit any third party to do any of the things enumerated in this Section 3.

(l) Licensee shall be responsible for any acts or omissions of its employees, agents, successors and assigns with respect to the Software and Documentation.

4. Ownership

VoteHere reserves all rights, title and interest in and to the Software and Documentation not expressly granted to Licensee in or through this Agreement. No title to or ownership of the Software or Documentation or any proprietary rights related to the Software or Documentation is transferred to Licensee under this Agreement.

5. Term and Termination

This Agreement shall commence upon Licensee's acceptance of this Agreement and continue for a period of sixty (60) days, at which time this Agreement and the license granted herein shall automatically terminate. This Agreement shall immediately, without notice, terminate upon Licensee’s breach of this Agreement. VoteHere may terminate this Agreement at any time, for any reason or no reason, by posting a notice to that effect on its web site (www.votehere.com). VoteHere may immediately remove the Software from the website and/or block any access to the Software upon termination of this Agreement. Upon termination, Licensee shall have no right to, and agrees not to, use the Software and Documentation for any purpose whatsoever, and Licensee shall destroy all copies of the Software and Documentation in its possession or control. Any terms of this Agreement that extend or by their nature should extend beyond termination or expiration of this Agreement will survive and continue in effect after any termination or expiration of this Agreement; provided, however, that the license rights granted in Section 2 will not survive any such expiration or termination.

6. Warranty

THE SOFTWARE AND DOCUMENTATION ARE LICENSED FOR LICENSEE'S TEMPORARY EVALUATION ON AN "AS IS" AND "AS AVAILABLE" BASIS. VOTEHERE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

7. Limitation of Liability

VOTEHERE SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF VOTEHERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VOTEHERE’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT LICENSEE ACTUALLY PAID VOTEHERE UNDER THIS AGREEMENT (IF ANY), OR FIVE DOLLARS ($5.00), WHICHEVER IS LESS.

8. Indemnification

Licensee will defend, indemnify and hold VoteHere (and its past, present, and future officers, agents, contractors, joint venturers, employees, and directors) harmless from and against any and all third party claims based on or related to Licensee's use of the Software and/or Documentation.

9. General

a. This Agreement will be governed by laws of the state of Washington, U.S.A., and controlling U.S. federal law. The federal and state courts located in King County, Washington shall be the exclusive venue for resolution of any dispute under this Agreement. The Licensee consents to the jurisdiction of the Washington courts set out above and to any form of service (including by fax and/or email). The U.N. Convention for the International Sale of Goods and the choice of law rules of any jurisdiction will not apply.

b. English is the governing language of this Agreement and all communications hereunder. This Agreement may be translated into another language for the convenience of a party, however, in the event of any conflict, the English language version shall control.

c. The failure of either party to insist upon strict performance of any of the terms and conditions in this Agreement, or to exercise any rights or remedies, shall not be construed as a waiver of its rights to assert any of the same or to rely on any such terms and conditions at any time thereafter.

d. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other parts hereof.

e. Software, Documentation 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. Licensee agrees to cooperate fully with any official or unofficial audit or inspection that relates to export controls. The Software includes cryptographic and encryption capabilities that are subject to U.S. export controls. Accordingly, you may not download the Software if you are located in any country (or are a national of a country) subject to a general U.S. or U.N. embargo or are deemed to be a terrorist country (i.e., Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) by the United States (each a "Prohibited Country") or are otherwise denied export privileges from the United States or Canada ("Denied Person"). Further, you may not transfer or re-export the Software to any such country or Denied Person without a license or authorization from the U.S. government. By downloading the Software, you represent and warrant that you are not a Denied Person, are not located in or a national of a Prohibited Country, and will not export or re-export to any Prohibited Country or Denied Party.

f. It is understood and agreed that, notwithstanding any other provision of this Agreement, Licensee's breach of the provisions of Section 3 of this Agreement or breach or infringement of the Intellectual Property Rights and other rights under this Agreement will cause VoteHere irreparable damage for which recovery of money damages would be inadequate, and that VoteHere will therefore be entitled to seek timely injunctive relief to protect VoteHere’s rights under this Agreement in addition to any and all remedies available at law.

g. Licensee may not assign or otherwise transfer any of its rights or obligations under this Agreement, without the prior written consent of VoteHere, which may be withheld in VoteHere's sole discretion. VoteHere may assign this Agreement.

h. Any tax, levy, or other governmental charge, which may be assessed against any party, and which is related to this Licensee's possession or use of the Software, will be paid by Licensee.

i. This Agreement is the parties' entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions between the parties relating to its subject matter. No modification to this Agreement will be binding, unless in writing and signed by an authorized representative of each party.

j. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto, and nothing in this Agreement will be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement.

THE SOFTWARE AND ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES INTELLECTUAL PROPERTY LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CRIMINAL AND CIVIL PENALTIES.