PLEASE READ THE FOLLOWING SOFTWARE ALPHA LICENSE EVALUATION AGREEMENT (THIS "AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE (AS DEFINED BELOW) MADE AVAILABLE BY SAMEPAGE, INC. (THE "COMPANY") AS THIS AGREEMENT GOVERNS ALL ACCESS TO AND USE OF THE SOFTWARE, UNLESS YOU ("EVALUATOR") AND COMPANY HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING THE USE OF THE SOFTWARE.

The permissions and licenses to the Software granted by Company in this Agreement are conditioned upon Evaluator's acceptance of and adherence to the terms and conditions recited in this Agreement. By either clicking on the "I accept" button below or by using, or accessing the Software, you indicate that you understand and accept this Agreement and all the terms and conditions contained herein. If you are acting on behalf or at the request of an organization or company, you represent that you have the authority to bind that organization or company to this Agreement and you indicate that you agree to the terms and conditions of this Agreement on behalf of that organization or company. If you do not accept this Agreement and all the terms and conditions contained herein, then you do not have permission to use, or access the Software.

RECITALS

1. Company has developed a certain software product, as more fully described on Exhibit A hereto (the "Software").
2. Evaluator desires to test and evaluate the Software and provide feedback to Company to determine whether to enter into a standard end user license agreement with Company.
3. Company desires to have Evaluator test and evaluate the Software and provide feedback to Company to determine whether to enter into a standard end user license agreement with Company, subject to and in accordance with the terms of this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1.     LICENSE.

1. 1. Grant of License.    Subject to Evaluator's compliance with the terms and conditions of this Agreement, Company hereby grants to Evaluator a limited, nonexclusive, nontransferable, revocable license, during the term of this Agreement, to use the Software, in object code form, solely for the purposes of testing and evaluation, and not for general production use.
   2. License Restrictions.    Evaluator acknowledges that the Software contains trade secrets of Company and its licensors, and, in order to protect such trade secrets and other interests that Company and its licensors may have in the Software, Evaluator agrees not to reverse engineer, decompile or disassemble the Software or authorize a third party to do any of the foregoing. Evaluator will not modify the Software. Evaluator will not distribute sell, sublicense or otherwise transfer the Software. Evaluator will not copy the Software, except as strictly necessary to use the Software in accordance with the terms of Section 1.1. Evaluator will reproduce all of Company's and its licensors' copyright notices and any other proprietary rights notices on all copies of the Software that Evaluator makes hereunder.
   3. License Restrictions.    Evaluator's rights in the Software will be limited to those expressly granted in Section 1.1. Company and its licensors reserve all rights and licenses in and to the Software not expressly granted to Evaluator under this Agreement.
   4. Delivery.    Company will deliver the Software to Evaluator promptly following the execution of this Agreement by both parties. Evaluator will be responsible for installing the Software. At Evaluator's request, Company will provide reasonable assistance to Evaluator in connection with such installation.

FEEDBACK.    Evaluator will: (a) test the Software and cooperate with Company in evaluating the Software; (b) work with Company to identify and resolve any errors, problems or defects in the Software discovered by Evaluator or Company; and (c) provide Company with the feedback specified in Exhibit B. In addition to the foregoing, upon the termination or expiration of this Agreement, Evaluator will provide Company with a final written report summarizing Evaluator's feedback (the "Final Report"). All feedback, comments, and suggestions for improvements that Evaluator provides to Company hereunder, including the Final Report, are referred to collectively as "Evaluator Feedback".

OWNERSHIP.    Evaluator acknowledges and agrees that all Evaluator Feedback will be the sole and exclusive property of Company. Evaluator hereby irrevocably transfers and assigns to Company and agrees to irrevocably assign and transfer to Company all of Evaluator's right, title, and interest in and to all Evaluator Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, "Intellectual Property Rights") therein. At Company's request and expense, Evaluator will execute documents and take such further acts as Company may reasonably request to assist Company to acquire, perfect and maintain its Intellectual Property Rights and other legal protections for the Evaluator Feedback. Evaluator further acknowledges and agrees that, as between the parties, Company owns all right, title, and interest in and to the Software, including all Intellectual Property Rights therein, even if Company incorporates any Evaluator Feedback into subsequent versions of the Software. Evaluator will not earn or acquire any rights or licenses in the Software or in any Company Intellectual Property Rights on account of this Agreement or Evaluator's performance under this Agreement.

2.     CONFIDENTIAL INFORMATION.

1. 1. Definition.    "Confidential Information" means: (a) the Software, and any features, results or output produced by, and other information relating to, the Software (including, without limitation, all Evaluator Feedback); and (b) any business or technical information of Company, including, but not limited to, any information relating to Company's product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by Company as "confidential" or "proprietary" and, if orally disclosed, is reduced to writing by Company within thirty (30) days of such disclosure.
   2. Exclusions.    The obligations in Section 4.3 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of this Agreement by Evaluator; (b) is rightfully known by Evaluator at the time of disclosure without an obligation of confidentiality; (c) is independently developed by Evaluator without access to or use of any Confidential Information; or (d) is rightfully obtained by Evaluator from a third party without restriction on use or disclosure.
   3. Restrictions.    Evaluator will not use or disclose any Confidential Information, except as necessary for the performance of this Agreement. Evaluator will use all reasonable efforts to protect Confidential Information from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of a similar nature and importance. Evaluator may disclose Confidential Information only to those of its employees who have a bona fide need to know such Confidential Information for the performance of this Agreement; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement.

WARRANTY DISCLAIMER.    EVALUATOR ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS BEING PROVIDED "AS IS." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Evaluator acknowledges and agrees that: (a) the Software is not an official product and has not been commercially released for sale by Company; (b) the Software may not operate properly, be in final form or fully functional; (c) the Software may contain errors, design flaws or other problems; (d) it may not be possible to make the Software fully functional; (e) the information obtained using the Software may not be accurate; (f) use of the Software may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Company is under no obligation to release a commercial version of the Software; and (h) Company has the right unilaterally to abandon development of the Software, at any time and without any obligation or liability to Evaluator. Evaluator acknowledges and agrees that it should not rely on the Software for any reason. Evaluator further acknowledges and agrees that it is solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Software. Without limiting the foregoing, Evaluator will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of Evaluator's use of the Software.

LIMITATION ON LIABILITY.    IN NO EVENT WILL COMPANY BE LIABLE TO EVALUATOR OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE SOFTWARE OR FOR ANY ERROR OR DEFECT IN THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

3.     TERM AND TERMINATION.

1. 1. Term.    This Agreement will be in effect until terminated by either party in accordance with Section 3.2.
   2. Termination.    Either party may terminate this Agreement at any time, with or without cause, upon five (5) days' written notice to the other party. Company may terminate this Agreement immediately upon written notice to Evaluator in the event that Evaluator breaches Section 4 or infringes or otherwise violates Company's Intellectual Property Rights.
   3. Effect of Termination.    Upon any termination or expiration of this Agreement: (a) the rights and licenses granted to Evaluator under this Agreement will automatically terminate; (b) the parties will collaborate in good faith regarding the provision of final Evaluator Feedback to the Company, if any; and (c) unless the parties otherwise agree in writing, within five (5) days after any such termination or expiration, Evaluator will, at its expense, return to Company all copies of the Software and any other Confidential Information in Evaluator's possession or control, and an officer of Evaluator will certify in writing to Company that it has complied with the foregoing.
   4. Survival.    The provisions of Sections 2, 3, and 4 will survive any termination or expiration of this Agreement.

4.     GENERAL PROVISIONS.

1. 1. Assignment.    Evaluator may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Company. Any attempted assignment without such consent will be null and of no effect.
   2. Governing Law.    This Agreement will be governed by and construed in accordance with the laws of the State of California, USA (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby consent to the personal jurisdiction and venue therein.
   3. Severability.    If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect.
   4. Waiver.    The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default.
   5. Notices.    All notices required or permitted under this Agreement will be in writing and delivered in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section.
   6. Entire Agreement.    This Agreement and the attached exhibits constitute the entire and exclusive agreement between the parties pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
   7. Counterparts.    This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
   8. Contact Information.    If you have any questions regarding this Agreement, you may contact Company at hello@samepage.inc.

IF YOU AGREE TO THE FOREGOING AGREEMENT AND DESIRE TO USE THE SOFTWARE, PLEASE CHECK THE "I ACCEPT THE LICENSE AGREEMENT" BOX WHEN SIGNING UP. OTHERWISE, PLEASE DO NOT CHECK THE BOX AND YOU WILL NOT BE GIVEN ACCESS TO THE SOFTWARE.

EXHIBIT A

Software

EXHIBIT B

Description of Feedback