NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you (either an individual or a single entity) and GreenSock, Inc. ("GREENSOCK") for the proprietary GreenSock code known as GSAP, TweenLite, TweenMax, TimelineLite, TimelineMax, and other copyrighted code that is available for download at https://www.greensock.com (this code and documentation, as well as any updates which may at GREENSOCK's sole discretion be provided to you from time to time, are referred to in this Agreement as "PROGRAM").

1. LICENSE

   Subject to the terms and conditions of this Agreement, GREENSOCK hereby grants you a non-exclusive, worldwide, non-transferable right to authorize up to an aggregate total of 1 employee or contractor ("User") to use the PROGRAM as a tool for the development of your web sites, apps, games, components and other software applications ("Developed Works"). You have the right to use, reproduce, modify and distribute your Developed Works created using the PROGRAM. During the maintenance term of the license which is while your Club GreenSock membership is active, GREENSOCK shall make available and shall deliver to you, at no additional cost, any updates and enhancements for the PROGRAM that are released to other third parties under license with GREENSOCK.

2. LIMITATION OF LICENSE AND RESTRICTIONS

   1. You agree that you will not sell, rent, or license the PROGRAM's source code or any derivative works thereof in source code format or any standalone versions thereof that deliver functionality that is substantially similar to the PROGRAM’s to any third party without the prior written consent of GREENSOCK. Distribution of the PROGRAM as part of your Developed Work is acceptable so long as it is used exclusively as a part of your Developed Work. You agree not to modify or delete GREENSOCK'S existing copyright notices located in the source code. You will not assign this Agreement, and any attempt by you to assign it shall be void from the beginning. You may, however, assign this Agreement to one successor to your business, whether by merger, change of control, or asset sale as long as you notify GREENSOCK of such assignment within 30 days of its occurrence.
   2. You may use, duplicate, and distribute the compiled object code in a Developed Work created by you, either for your own use or for distribution to a third party, and you may license those Developed Works to end users and to third parties, who may also further license such Developed Works to end users. You must not, however, permit an end user of the Developed Work to extract the PROGRAM and use it separately from the Developed Work.
   3. You may make modifications to the source code exclusively for your own use in order to perform bug fixes or other minor edits required to operate the PROGRAM as originally intended.

3. CONSIDERATION

   1. You agree to pay to GREENSOCK the following annual license royalties: $199 USD
   2. Failure to pay such fees within 30 days of their due date constitutes a breach of the Agreement, causing the termination of your membership and this Agreement. You may cancel your membership anytime but refunds are only available for 45 days after payment is rendered each year. Cancellation of your Club GreenSock membership terminates this Agreement.

4. TITLE AND OWNERSHIP

   The PROGRAM is licensed, not sold, and is protected by copyright laws and international treaty provisions. You acknowledge that no title to the intellectual property in the PROGRAM is transferred to you. You further acknowledge that title and full ownership rights to the PROGRAM, including all intellectual property rights therein, will remain the exclusive property of GREENSOCK and you will not acquire any rights to the PROGRAM except as expressly set forth in this Agreement. You agree that any copies of the PROGRAM you make will contain the same proprietary notices which appear on and in the PROGRAM. You agree that GREENSOCK may identify you as a licensee unless you make a written request otherwise. GREENSOCK hereby grants to you the right to disclose that your app, product, game, component, or other Developed Work makes use of GREENSOCK code (for example, "Powered by GreenSock").

5. WARRANTY

   GREENSOCK warrants that (i) it has the right to grant you the license enumerated in this Agreement; (ii) to the knowledge of GREENSOCK the PROGRAM shall be free from viruses; and (iii) all deliverables and components of the PROGRAM are either the original work of GREENSOCK, or GREENSOCK has obtained the rights, licenses, consents, permissions or approvals to grant to you the rights to use the PROGRAM as contemplated hereunder; (iv) to the knowledge of GREENSOCK, the PROGRAM does not infringe upon, misuse, or misappropriate any intellectual property rights of any third party.

6. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

   1. EXCEPT AS EXPRESSLY PROVIDED IN V ABOVE, THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GREENSOCK DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. GREENSOCK shall not be liable for special, indirect, incidental, or consequential damages with respect to any claim on account of or arising from this Agreement or use of the PROGRAM, even if GREENSOCK has been or is hereafter advised of the possibility of such damages. Because some states do not allow certain exclusions or limitations on implied warranties or of liability for consequential or incidental damages, the above exclusions may not apply to you. In no event, however, will GREENSOCK be liable to you, under any theory of recovery, in an amount in excess of the license fee paid by you under this Agreement. Notwithstanding anything else in this agreement, you agree to indemnify GREENSOCK and its assignees, and hold each of them harmless from and against any and all claims, losses, damages, and expenses, including legal fees resulting from any negligent act or omission by you.
   2. GREENSOCK may, at its sole discretion, provide support services related to the PROGRAM, but has no obligation to do so.

7. TERMINATION

   If you commit a material breach of this Agreement, GREENSOCK shall notify you of such material breach and allow you thirty (30) days to cure such breach prior to terminating this Agreement and the license granted herein.

8. MISCELLANEOUS

   1. This Agreement shall be construed in accordance with the laws of the State of Illinois. In the event of any dispute between you and GREENSOCK with respect to this Agreement, we both agree that if we cannot resolve the dispute in good faith discussion, either of us may submit the dispute for resolution to arbitration with the American Arbitration Association before a single arbitrator using the AAA Rules for Commercial Arbitration. The arbitrator's decision is final and can be enforced in any court with jurisdiction over such matters.
   2. This agreement represents the complete and exclusive statement of the agreement between GREENSOCK and you and supersedes all prior agreements, proposals, representations and other communications, verbal or written, between them with respect to use of the program. This agreement may be modified only with the mutual written approval of authorized representatives of the parties.
   3. The terms and conditions of this Agreement shall prevail notwithstanding any different, conflicting, or additional terms or conditions which may appear in any purchase order or other document submitted by you. You agree that such additional or inconsistent terms are deemed rejected by GREENSOCK.
   4. GREENSOCK and you agree that any xerographically or electronically reproduced copy of this fully-executed agreement shall have the same legal force and effect as any copy bearing original signatures of the parties.