END USER LICENSE AGREEMENT (TRIAL EDITION)

IMPORTANT:  THIS LICENSE AGREEMENT ("LICENSE") APPLIES TO YOUR DOWNLOADING AND USE OF THE FREE, TRIAL VERSION OF THIS SOFTWARE PRODUCT.  CAREFULLY READ THIS LICENSE BEFORE USING THIS TRIAL VERSION PRODUCT.   

* YOUR INSTALLATION, COPYING, OR USE OF THIS TRIAL VERSION PRODUCT INDICATES YOUR ACCEPTANCE OF THIS LICENSE, AND THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS. 

* IF YOU ARE DOWNLOADING OR USING THE TRIAL VERSION PRODUCT ON BEHALF OF ANY ORGANIZATION, COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ENTER INTO THIS LICENSE ON BEHALF OF SUCH ENTITY.  ALL REFERENCES HEREIN TO "YOU" SHALL APPLY TO SUCH ENTITY.

* IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, THEN DO NOT DOWNLOAD, COPY, INSTALL, OR USE THIS TRIAL VERSION PRODUCT.

A. DEFINITIONS:  

SmartDraw.com is also referred to in this License as "we" or "us."  

The "Trial Version Product" consists of all materials made available by SmartDraw.com for downloading under this License, which may include, but are not limited to, computer program(s), software, and code; the Images (as defined below); templates; symbols; text; accompanying printed materials; and "online" or electronic documentation.  

B. SCOPE OF LICENSE.  SmartDraw.com hereby grants you a non-exclusive, non-transferable license (without the right to sublicense) to use the Trial Version Product in accordance with all of the terms and conditions of this License.  You may use the Trial Version Product solely on a trial basis to determine whether or not you want to purchase a license to use the full version of this product.  You acknowledge that your license to use the Trial Version Product is temporary and that the Trial Version Product is designed to limit both how long you can use it for free and what you can do with it.  In particular, the Trial Version Product supplied to you under this License may contain the following features and limitations:
1.	Certain functions of the Trial Version Product, such as editing a document, may cease to operate  after a period of time or after a certain number of uses of the Trial Version Product.  Any documents created with the Trial Version Product will, however, be fully usable again once a license for the full version of the product is purchased.
2.	Printed documents may contain a watermark.  However, if you purchase a license to the full version of this product, this watermark will not appear  even on documents created with the Trial Version Product.
3.	The number of print-outs that you can make may be  limited.  When you attempt to print, you are warned about the print limitation and informed about the number of print-outs you have remaining.
4.	Certain features available in the full version of this product may not be available in the Trial Version Product.


C. YOU MAY NOT:  
1. install, use, distribute or copy the Trial Version Product except as expressly permitted in this License. 
2. attempt to defeat any use restriction incorporated into the Trial Version Product, or translate, reverse engineer, decompile, or disassemble the Trial Version Product, except to the extent, if any, that such activities are clearly and expressly permitted by applicable law despite such restrictions.
3. sell, transfer, rent, lease or assign the Trial Version Product, or allow any third party to benefit from or access the Trial Version Product on a "service bureau," hosted application, or similar basis.
4. modify the Trial Version Product, merge the Trial Version Product as part of any other product or collection of products, or create derivative works derived from the Trial Version Product or any component thereof, without the prior written consent of SmartDraw.com.
5.  use the Trial Version Product, or any of its components, to create any product that competes with the Trial Version Product, the full version of this product, or any of their components.
6.  transfer the Trial Version Product or your rights under this License to someone else.
7. permit others to perform any of the activities restricted by this Paragraph C.

In addition, in no event do we authorize you or anyone else to use the Trial Version Product in applications or systems where the Trial Version Product's failure to perform could reasonably be expected to result in significant physical injury, property damage, or loss of life, including but not limited to use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems.  The Trial Version Product is not fault-tolerant and is not designed, manufactured or intended for any such use.  Any such use is entirely at your own risk, and you agree to defend, indemnify and hold SmartDraw.com, and its principals, shareholders, officers, employees, affiliates, contractors, and licensors, harmless from any and all claims or losses relating to such unauthorized use.

D. TERM:  
Your license to use the Trial Version Product expires when the Trial Version Product ceases to function, as further described in Paragraph B.  In all events, this License shall remain in effect only as long as you are in full compliance with all of its terms and conditions, and shall terminate automatically if you fail to comply with any such terms or conditions.  Upon the expiration or termination of this License, you shall have no right to make any further use of the Trial Version Product, and you agree to destroy all copies of the Trial Version Product received, made or used by you in connection with this License.  Paragraphs D, E, F, and G and your indemnity obligations hereunder shall survive the expiration or termination for any reason of this License.  

E. OWNERSHIP
All patents, copyrights, trademarks, trade secrets and other intellectual property and other proprietary rights in the Trial Version Product are and shall remain in SmartDraw.com or its licensors.  The source code of the Trial Version Product and all information regarding the design, structure or internal operation of the Trial Version Product are valuable trade secrets of SmartDraw.com or its licensors ("Confidential Information"). To the extent, if any, to which you learn any Confidential Information, you shall not sell, transfer, publish, disclose, display, or otherwise permit access by any third party to, the Confidential Information.   The restrictions set forth in this Paragraph E do not apply to information that was publicly known prior to the time you received it, or which becomes known to you through no violation of any obligation of confidentiality on the part of you or any third party. 

You shall not remove any copyright or other proprietary notices contained in or displayed on the Trial Version Product.  All rights of any kind in the Trial Version Product that are not expressly granted in this License are entirely and exclusively reserved to SmartDraw.com or its licensors. 

F. LIMITED WARRANTY; EXCLUSIONS OF LIABILITY:   

1.  THE PROVISIONS OF THIS PARAGRAPH F APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

2.  THE TRIAL VERSION PRODUCT IS PROVIDED TO YOU FREE OF CHARGE AND "AS IS" WITHOUT WARRANTY OF ANY KIND.  SMARTDRAW.COM DOES NOT WARRANT THAT THE TRIAL VERSION PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE TRIAL VERSION PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE TRIAL VERSION PRODUCT IS ASSUMED BY YOU.  SMARTDRAW.COM DOES NOT MAKE, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SMARTDRAW.COM, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. 

NEITHER SMARTDRAW.COM, ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE TRIAL VERSION PRODUCT, SHALL BE LIABLE FOR ANY BUSINESS INTERRUPTION, OR LOSS OF BUSINESS, DATA OR USE OF COMPUTER SYSTEMS, REGARDLESS OF HOW THE FOREGOING DAMAGES ARE CHARACTERIZED, OR FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE TRIAL VERSION PRODUCT, EVEN IF SMARTDRAW.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE IN LIGHT OF THE FACT THAT THE TRIAL VERSION PRODUCT IS SUPPLIED TO YOU FREE OF CHARGE, AND THAT THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SMARTDRAW.COM.

G. GENERAL:  
This License forms the entire agreement between you and us regarding the subject matter set forth herein, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention. If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the License and the other provisions shall remain in full force and effect.  The prevailing party in any action to enforce or interpret this License shall be entitled to recover its costs and expenses, including attorneys' fees.  

You agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in San Diego, California, USA for any dispute or matter relating to, arising from or connected with this License.  Notwithstanding the foregoing, SmartDraw.com shall have the right to seek injunctive relief and the enforcement of judgments in any court of competent jurisdiction.  Any waiver by us of any violation of this License by you shall not constitute, nor contribute to, a waiver by us of any other or future violation of the same provision, or any other provision, of this License. The parties acknowledge and agree that no third party (including but not limited to your customers, clients or licensees) shall have any rights, either against us or our licensors, as a third party beneficiary of any rights, licenses, products or services granted or provided by us to you hereunder.  SmartDraw.com may freely assign or delegate this License, in whole or in part.  This License is personal to you, and you agree not to assign or delegate, in whole or in part, this License or any of your rights or obligations hereunder.  Any assignment in violation of the forgoing restrictions shall be considered null and void.   

U.S. Government Users.  All software included in the Trial Version Product and provided to the U.S. Government, including its civilian and military agencies, is commercial computer software that was developed at private expense prior to its provision to any U.S. Government entity.  Subject to any applicable regulations set out in the FAR or DFARS (and any superseding regulations), the Trial Version Product is provided with the commercial license rights and restrictions described elsewhere in this License.  For Department of Defense agencies, the restrictions set forth in the "Technical Data - Commercial items" clause at DFARS 252.227-7015 (Nov 1995) shall also apply.  Contractor/manufacturer is SmartDraw.com, 9909 Mira Mesa Blvd., Suite 300., San Diego, CA  92131.  

You agree that your use of the Trial Version Product shall comply with all applicable laws and regulations.  Without limiting the foregoing, you understand that the Trial Version Product is subject to the export control laws and regulations of the U.S. or other applicable jurisdictions.  You agree that you will not export or re-export the Trial Version Product in violation of such laws or regulations. 

Some of the software features connect to SmartDraw.com over the internet to obtain additional content, especially if you have not done a complete installation of all software content.   Unless otherwise noted, you may switch off this feature or not use it.  Contact SmartDraw support for information on switching off this feature and ensuring you have all content installed locally.  BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.  


FURTHER RESTRICTIONS ON THE USE OF
CLIPART, SYMBOLS, TEMPLATES, PHOTO OBJECTS AND PHOTOGRAPHIC IMAGES

This Trial Version Product contains numerous clipart, symbols, templates and photo images (collectively referred to as the "Images"), which are owned by SmartDraw.com or its licensors.  As a user of this Trial Version Product, you are free to use, modify and publish the Images as part of your own work product, subject to all of the restrictions set out below and elsewhere herein, and any additional conditions described in the credits dialog of certain symbol libraries.  To determine if an Image you wish to use is covered by any copyright restrictions, right-click on the Image and select "Credits." All Images may be reproduced on a limited basis without fees or permissions.  If more than a limited number of copies are being made, some copyright owners may request authorization to reproduce their images, and may require that a copyright notice and permission credits be shown. In the case of the Netter Images, owned by Elsevier, fees may apply to reproduction of more than a limited number of copies.  Contact the copyright owner for more information.  

A.  YOU MAY, subject to any restrictions set out below and elsewhere herein, incorporate any Image(s) into your own original work and publish, display and distribute your work in any media.  You may not, however, resell, sublicense or otherwise make available the Image(s) for use or distribution separately or detached from your own work product or web page.   For example, the Image(s) may be used as part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others.  Similarly, clients may be provided with copies of the Image(s) (including digital files) as an integral part of your work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately or as part of any other product.

B.  YOU MAY NOT
1. create scandalous, obscene, defamatory or immoral works using the Image(s), nor use the Image(s) for any purpose that is prohibited by law.
2. use or permit the use of the Image(s) or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof.
3. use the Image(s) in electronic format, on-line or in multimedia applications unless the Image(s) are incorporated for viewing purposes only, and no permission is given to those viewing the Images to download and/or save the Image(s) for any reason.
4. rent, lease, sublicense or lend the Image(s), or a copy thereof, to another person or legal entity.  
5. use any Image(s) except as expressly permitted by this License.
6. use any Image(s) that relate to identifiable individuals, products or entities in any manner that suggests their association with, or endorsement of, any product or service.

You acknowledge that neither SmartDraw.com, nor its principals, shareholders, officers, employees,  contractors, affiliates, or licensors, are liable for any offensive, harmful, illegal, indecent, incorrect, incomplete or inaccurate data, information or materials either comprising, part of, or associated with any Image or collection of Images.  You agree to defend, indemnify and hold harmless SmartDraw.com and its principals, shareholders, officers, employees,  contractors, affiliates, and licensors, from any and all third party claims and damages arising from your breach of any of the restrictions set forth herein. 


[BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOUR ARE BOUND BY THE TERMS OF THIS LICENSE.  IF YOU DOWNLOAD OR USE THE TRIAL VERSION PRODUCT ON BEHALF OF ANY ORGANIZATION, COMPANY OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ENTER INTO THIS LICENSE ON BEHALF OF SUCH ENTITY.]