NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT

This Non-Exclusive Software License Agreement (the “Agreement”) is made between you (if you are an individual who will make personal use of the Software) or your business or organization (if you are acting on behalf of a business or organization who will use the Software) (in either case, “You” or “Your”) and Cooperstock Software (the “Licensor”). The effective date of this Agreement is when You accept this Agreement in accordance with the procedure set out in the installation program (namely, clicking “I agree to the terms of this license agreement” when presented with this Agreement during the installation of the Software). For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), We agree as follows:

1. Definitions. In this Agreement, “We” or “Us” means You and Licensor. The term “Software” as used in this Agreement means the software “Cooperstock Software’s HTML MessageBox” ^TM, as well as accompanying user documentation, and any updates thereto provided by Licensor.

2. Freeware License. The Licensor licenses to You the non-exclusive, non-transferable, non-assignable right to install, run and distribute the Software in executable object code format as follows:

   1. The Software shall be installed and may be run on one or more of Your computers;

   2. The Software shall be used and accessed only by You or, if You are an organization, by employees or volunteers of Your organization;

   3. All parts of the software may be distributed as part of installable Windows software applications that Your organization develops and distributes, royalty free;

   You may make copies of the Software in any machine-readable form for back-up purposes, in support of Your use of the Software, provided that each copy contains all proprietary notices.

3. Redistributable parts of the application. All parts of the application are redistributable, but this license must be included with such distributions.

4. Updates. The Licensor may from time to time release new versions of the Software or patches or other fixes to the Software (collectively, “Updates”).

5. Copyright. The Software is protected by Canadian, United States, and international copyright and intellectual property laws. All rights to the Software are owned by Licensor and Licensor retains all rights not expressly licensed. By using or purchasing this Software, You do not become the owner of the Software, but are entitled only to use the Software in accordance with the terms as set out in the prior sections of this Agreement.

6. Disclaimer.

   Licensor gives no express or implied terms, warranties, representations, or conditions of any kind, statutory or otherwise, with respect to the software, including but not limited to any warranty that it will meet Your requirements, that the operation of the software will be uninterrupted, error- or virus-free, or any implied warranties of merchantability, quality or fitness for a particular purpose. The entire risk as to the downloading and use of the software is with You. You assume all responsibility for the selection of the software to achieve Your intended results and for the installation, use and results obtained from the software. This section shall survive the termination of this agreement.

7. Limitation of Liability.

   Although Licensor has taken all reasonable precautions to ensure the software is error- and virus-free, the inherent complexity of computer technology prevents Licensor from giving such warranties. You are advised to ensure You have sufficient back-up systems in place. In no event will Licensor be liable for any indirect damages, howsoever caused, including but not limited to, any lost profits, lost savings, loss of use or lack of availability of facilities including computer resources and stored data, special, incidental, punitive, exemplary, aggravated, economic or consequential damages, contribution or indemnity, arising out of the use, or inability to use the software, or for claim by any other party, even if Licensor or any of its lawful agents, dealers or employees have been advised of the possibility of such damages or claim. Some jurisdictions do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You. This section shall survive the termination of this agreement.

8. Governing Law. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada and shall be treated in all respects as an Ontario contract, without reference to the principles of conflicts of law. In the event of a dispute, We agree to submit to the non-exclusive jurisdiction of the Ontario courts. We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Ontario) as amended, replaced or re-enacted from time to time.

9. Print This License. A copy of the Agreement will be kept in the same location as the executable programs of this Software, typically, in the directory C:\Program Files\HtmlMessageBox. You should print a copy of the Agreement for Your reference after the installation process is complete. There is a Print button in the screen of the installation program that displays this license.

10. Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

11. Termination. This Agreement is effective until terminated. This Agreement shall terminate: (a) when You provide notice of termination to Licensor; or (b) upon Your failure to comply with any of the terms or obligations of this Agreement, which shall constitute a material breach, and You will be subject to all applicable legal and equitable remedies. You agree, upon such termination, to destroy all copies of the Software in any form.

12. General. If a court of competent jurisdiction should find any part of this Agreement to be invalid, illegal or unenforceable, that part shall be severed from the rest of the Agreement, which shall remain in full force and effect. This is the complete license agreement between Us and it is binding upon You, Licensor, and our respective successors and permitted assigns. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

13. Notice. The Licensor may be contacted at 57 Gledhill Ave., Toronto, Ontario, Canada, M4C 5K7 and by email at info@software4nonprofits.com.

^TM trade-mark of Cooperstock Software.

© Cooperstock Software, 2012.