Club GreenSock Discount

Copyright 2009, GreenSock, Inc.
1936 Pleasant Ave. Saint Charles, IL 60174

NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT (1-DEVELOPER)

This is a legal agreement between you (either an individual or a single entity) and GreenSock, Inc. ("GREENSOCK") for the proprietary GreenSock ActionScript code known as TweenLite, TweenMax, TweenNano, TimelineLite, TimelineMax, OverwriteManager, TweenProxy, TweenProxy3D, CustomEase, and LiquidStage (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"). By clicking the "I Agree" button, you agree to the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, please click "I Disagree".

I. LICENSE
Subject to the terms and conditions of this Agreement, GREENSOCK hereby grants you a non-exclusive, worldwide, non-transferable right to use the PROGRAM in commercial or non-commercial software applications including but not limited to: web sites, components, games, or any other software application.

II. LIMITATION OF LICENSE AND RESTRICTIONS
A. You agree that you will not sell, rent, or license the PROGRAM's source code or any derivative works thereof to any third party without the prior written consent of GREENSOCK. Derivative works are defined as modifications that add substantive functionality to the PROGRAM and do not include bug fixes or other minor modifications required to operate the PROGRAM as originally intended. Distribution of the source code as part of your Work Product is acceptable so long as the recipients agree to honor the terms of use set forth at http://www.greensock.com/terms_of_use.html. You agree not to modify or delete GreenSock's existing copyright notice 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 use, duplicate, and distribute the compiled object code in a Work Product created by you, either for your own use or for distribution to a third party.

C. You agree that at any given time, no more than 1 developer will be in possession of or have access to the PROGRAM's source code including employees, freelancers, contractors, consultants and any other developers associated with your organization.

III. CONSIDERATION
A. You agree to pay to GREENSOCK the following license royalties annually: $150.00 USD

B. Your Club GreenSock Corporate membership along with this Agreement will be automatically renewed each year and you will be charged for the license royalties at the time of the renewal. 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 30 days after payment is rendered each year. Cancelation of your Club GreenSock corporate membership terminates this Agreement.

IV. TITLE AND OWNERSHIP
A. 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.

V. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
A. 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, its assignees, and licensees, and hold each of them harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses, including legal fees.

B. GREENSOCK may, at its sole discretion, provide support services related to the PROGRAM, but has no obligation to do so.

VI. TERMINATION
If you at any time fail to abide by the terms of this Agreement, GREENSOCK shall have the right to immediately terminate the license granted herein, require the return or destruction of all copies of the PROGRAM from you and certification in writing as to such return or destruction, and pursue any other legal or equitable remedies available.

VII. MISCELLANEOUS
A. This Agreement shall be construed in accordance with the laws of the State of Illinois. Should you for any reason bring a claim, demand, or other action against GREENSOCK, its agents or employees, arising out of this Agreement or the PROGRAM licensed herein, you agree to bring said claim only in the Illinois Court of Claims.

B. 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.

C. 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.

D. 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.