This License Agreement is a legal agreement between you, either as an individual or a single entity ("Developer"), and xAuthorize LLC ("xAuthorize") for the software products identified as "xAuthorize", "xHTTPS", "xShip",or "xAddress" ("Software" or "Software Product"). The Software Product includes executable programs, redistributable modules, controls, and dynamic link libraries ("Components" or "Software Components"), electronic documentation, and may include associated media and printed materials.

Installing this Software Product onto a hard disk or any other storage device of a computer, or loading any of the Components into the memory of any computer, constitutes use of the Software and shall acknowledge your acceptance of the terms and conditions of this License Agreement and your agreement to bound thereby.

1. GRANT OF LICENSE
xAuthorize LLC grants you as an individual, a personal, non-exclusive, non-transferable license to install the Software Product using an authorized registration key. If you are an entity, xAuthorize grants you the right to appoint an individual within your organization to use and administer the Software Product subject to the same restrictions enforced on individual users. You may not network the Software or otherwise use it on more than one workstation or computer at the same time. Contact xAuthorize for more information regarding multi-developer site licensing.

You may install the Software Product on one or more workstations or computers expressly for the purposes of evaluating the performance of the Software for a period of no more than thirty (30) days. If continued use of the Software is desired after the evaluation period has expired, then the Software Product must be purchased and/or registered with xAuthorize LLC for each developer. The Software Product must be removed from all unregistered workstation(s) or computer(s) after the evaluation period has expired.

2. COPYRIGHT
Except for the licenses granted by this agreement, all right, title, and interest in and to the Software Product (including, but not limited to, all copyrights in any executable programs, modules, controls, libraries, electronic documentation, text and example programs), any printed materials and copies of the Software Product are owned by xAuthorize LLC. The Software Product is protected by copyright laws and international treaty provisions. Therefore you must treat the Software Product like any other copyrighted material except that you may (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes. You may not copy any printed materials that may accompany the Software Product.

3. REDISTRIBUTION
In addition to the rights granted in Section 1, xAuthorize LLC grants you the right to use and modify the source code version of those portions of the Software designated as "sample code" for the sole purposes of designing, developing, and testing your software product(s), and to reproduce and distribute the sample code, along with any modifications thereof, only in object code form. Under the terms of this agreement, the developer is not granted the right to re-distribute the licensed software components in any way.

4. SOURCE CODE
If you obtain a license to any of the Software’s source code (also referred to as “Software” for the purposes of this entire agreement) neither the source code nor modified source code may be distributed by you to any third party under any circumstances. The Software source code must be protected as you would your own and you expressly and unequivocally agree to be bound by the acts of your employees and agents and the terms of the TRADE SECRETS AND CONFIDENTIALITY section below.

a) xAuthorize Development retains all right, title and interest in and to the Software Product source code. Licensing of the Software source code does not constitute a transfer of ownership under theLLC.

b) The Software source code may only be installed on a single computer for use by a single developer. If you are an entity, xAuthorize LLC grants you the right to appoint an individual within your organization to use and administer the Software source code subject to the same restrictions enforced on individual users.

c) You may modify the Software source code, however such modifications do not constitute ownership of the source code. Modifications to the Software source code may not be sold, transferred or published in any manner whatsoever.

e) You acknowledge that the Software source code is licensed "AS-IS", without warranty of any kind, and agree that xAuthorize LLC is under no obligation to provide technical support for any original or modified Software source code. You further acknowledge that xAuthorize LLC may modify the Software source code in the future and is not required to provide you with those modifications under the terms of this agreement.

5. TRADE SECRETS AND CONFIDENTIALITY
a) The Software contains information or material which is proprietary to xAuthorize LLC (“Confidential Information”), which is not generally known other than by xAuthorize, and which you may obtain knowledge of through, or as a result of the relationship established hereunder with xAuthorize. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following types of information, and other information of a similar nature (whether or not reduced to writing or still in development): designs, concepts, ideas, inventions, specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, development, methodology, processes, procedures, know-how, new product or new technology information, strategies and development plans (including prospective trade names or trademarks).

b) Such Confidential Information has been developed and obtained by xAuthorize by the investment of significant time, effort and expense, and provides xAuthorize with a significant competitive advantage in its business.

c) You agree that you shall not make use of the Confidential Information for your own benefit or for the benefit of any person or entity other than xAuthorize, except for the expressed purposes described in the paragraph hereof entitled "REDISTRIBUTION", in accordance with the provisions of this Agreement, and not for any other purpose.

d) You agree to hold in confidence, and not to disclose or reveal to any person or entity, the Software, other related documentation, your product registration file or any other Confidential Information concerning the Software other than to such persons as xAuthorize shall have specifically agreed in writing to utilize the Software for the furtherance of the expressed purposes described in the paragraph hereof entitled "REDISTRIBUTION", in accordance with the provisions of this Agreement, and not for any other purpose.

e) You acknowledge the purpose of this section entitled "TRADE SECRETS AND CONFIDENTIALITY" is to protect xAuthorize LLC’s ability to limit the use of the data and the Software generally to licensees, and to prevent use of Confidential Information concerning the Software by other developers or vendors of software.

6. OTHER RESTRICTIONS
You may not rent, lease or transfer the Software. You may not reverse engineer, decompile or disassemble the Software, except to the extent applicable law expressly prohibits the foregoing restriction. Without prejudice to any other rights, xAuthorize Development may terminate this License Agreement if you fail to comply with the terms and conditions of the agreement. In such event, you must destroy all copies of the Software Product.

7. LIMITED WARRANTY
If within 30 days of your purchase of this software product, you become dissatisfied with the Software for any reason, you may return the software to xAuthorize LLC (or your dealer, if you did not purchase it directly from xAuthorize) for a refund of your purchase price. To return the Software, you must contact xAuthorize Development and obtain a return material authorization (RMA) number. xAuthorize will not accept returns of opened or installed software without an RMA number. Returns are subject to the deduction from your purchase price of a 20% restocking fee and all shipping costs. You agree that this limited warranty does not apply to a Software source code license as specified in section 4.e.

8. NO OTHER WARRANTIES
xAuthorize DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS, AND ANY ACCOMPANYING HARDWARE.

9. LIMITATION OF LIABILITY
IN NO EVENT SHALL xAuthorize OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITH LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY OF THIS xAuthorize PRODUCT, EVEN IF xAuthorize HAS BEEN ADVISED OF SUCH DAMAGES.

APART FROM THE FOREGOING LIMITED WARRANTY, THE SOFTWARE PROGRAMS ARE PROVIDED "AS-IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE ENTIRE RISK AS TO THE PERFORMANCE OF THE PROGRAMS IS WITH THE PURCHASER. xAuthorize DOES NOT WARRANT THAT THE OPERATION OF THE PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. xAuthorize ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ERRORS IN THE PROGRAMS OR DOCUMENTATION, OF/FOR THE CONSEQUENCES OF ANY SUCH ERRORS. THE LAWS OF THE STATE OF CALIFORNIA GOVERN THIS AGREEMENT.

10. GOVERNMENT-RESTRICTED RIGHTS
U.S. Government Restricted Rights. The Software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer for such purposes is xAuthorize LLC, 208 N. 39th Ave, Hattiesburg, MS 39401

11. EXPORT CONTROLS
If the Software is for use outside the United States of America, you agree to comply with all relevant regulations, including but not limited to those, of the United States Department of Commerce and with the United States Export Administration Act to insure that the Software is not exported in violation of United States law.

12. GOVERNING LAW
This License is governed by the laws of the State of Mississippi, without reference to conflict of laws principles. The exclusive jurisdiction and venue for any action arising from or relating to this agreement shall be in a court of competent jurisdiction in Mississippi. In addition to any other relief granted the prevailing party shall be entitled to recover its attorney’s fees and costs. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. The parties acknowledge that any breach of this agreement may result in irreparable harm to xAuthorize LLC, thereby entitling xAuthorize to injunctive relief for any such breach in addition to any other rights or remedies that xAuthorize may have. This Agreement is the entire agreement between you and xAuthorize and supersedes any other communications or advertising with respect to the Software and documentation. If any provision of this License is held invalid, the remainder of this License shall continue in full force and effect.