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CARD MANAGEMENT STRATEGIES INC. SOFTWARE LICENSE AGREEMENT FOR CMS Compliance Tool

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING THE CARD MANAGEMENT STRATEGIES SOFTWARE. BY USING THE CARD MANAGEMENT STRATEGIES SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL AND/OR USE THE CARD MANAGEMENT STRATEGIES SOFTWARE AND, IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE” TO THE TERMS, CLICK “DISAGREE”.

IMPORTANT NOTE: To the extent that this software may be used to reproduce materials, it is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy any material, you should contact your legal advisor.

1. General.
   1. The Card Management Strategies software, any third party software, documentation, interfaces, content, fonts, extensions and any data accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the “Card Management Strategies Software”) are licensed, not sold, to you by Card Management Strategies Inc. (“Card Management Strategies”) for use only under the terms of this License. Card Management Strategies and/or Card Management Strategies’s licensors retain ownership of the Card Management Strategies Software itself and reserve all rights not expressly granted to you. The terms of this License will govern any software upgrades provided by Card Management Strategies that replace and/or supplement the original Card Management Strategies Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
   2. Title and intellectual property rights in and to any content displayed by or accessed through the Card Management Strategies Software belong to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content nor does it guarantee that such content will continue to be available to you.
   3. Card Management Strategies, at its discretion, may make available future updates to the Card Management Strategies Software for your operating system. The Card Management Strategies Software updates, if any, may not necessarily include all existing software features or new features that Card Management Strategies releases for newer, other versions of, or other operating systems.
2. Permitted License Uses and Restrictions.

   1. Subject to the terms and conditions of this License, this License allows you to use the web-based card compliance tool and use one copy of the Card Management Strategies Software on each computer owned or controlled by you. To the extent that the Card Management Strategies Software may be used to reproduce materials, such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. You may not make the Card Management Strategies Software available over a network where it could be used by multiple computers at the same time. You may make one copy of the Card Management Strategies Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original.

      In addition to the restrictions stated above, the Card Management Strategies proprietary libraries (“Card Management Strategies DLLs”) included with the Card Management Strategies Software are only licensed for use with the Card Management Strategies Software, except that if you are a WebKit developer, you may use the Card Management Strategies DLLs for your personal use or internal business use in connection with your development of WebKit in accordance with the relevant WebKit licenses <>.

   2. You may not and you agree not to or enable others to, copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Card Management Strategies Software or any services provided by the Card Management Strategies Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or by licensing terms governing use of any open source components that may be included with the Card Management Strategies Software).
   3. Use of and access to certain features of the Card Management Strategies Software and certain Services (defined below) may require you to apply for a unique user name and password combination, known as an Card Management Strategies ID.
3. Transfer.
   1. You may not rent, lease, lend, sell, redistribute or sublicense the Card Management Strategies Software.
   2. Any copy of the Card Management Strategies Software that may be provided by Card Management Strategies for promotional, evaluation, diagnostic or restorative purposes may only be used for such purposes and may not be resold or transferred.
4. Consent to Use of Data.
   1. Diagnostic and Usage Data. If you choose to allow diagnostic and usage collection, you agree that Card Management Strategies and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to unique system or hardware identifiers, information about your computer, system and application software, and peripherals, that is gathered periodically to provide and improve Card Management Strategies’s products and services, facilitate the provision of software updates, product support and other services to you (if any) related to the Card Management Strategies Software, and to verify compliance with the terms of this License. You may change your preferences for diagnostic and usage collection at any time by clicking on “Account details” in the Card Management Strategies Software and deselecting the checkbox. Card Management Strategies may use this information, as long as it is collected in a form that does not personally identify you, for the purposes described above.
   2. Privacy Policy. At all times your information will be treated in accordance with Card Management Strategies’s Privacy Policy, which can be viewed at: http://www.Card-Strategies.com/legal/privacy .
5. Services and Third Party Materials.
   1. The Card Management Strategies Software enables access to Card Management Strategies’s services and may enable access to other Card Management Strategies and third party services and web sites (referred to hereafter, collectively and individually, as “Services”). Use of these Services requires Internet access and an Card Management Strategies ID, may require you to accept additional terms of service and may be subject to additional fees.
   2. By using the Card Management Strategies Software to access any of these Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Because Card Management Strategies may have no control over sites and information that may contain content that is offensive, indecent or objectionable, you agree to use the Services at your sole risk.
   3. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that Card Management Strategies is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. Card Management Strategies, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you.
   4. To the extent that you upload any content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such content and that such content does not violate any terms of service applicable to the Services. You agree that the Services contain proprietary content, information and material that is owned by Card Management Strategies, the site owner and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services or in any manner that is inconsistent with the terms of this License or that infringes any intellectual property rights of a third party or Card Management Strategies. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Card Management Strategies is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services.
   5. In addition, Services and Third Party Materials that may be accessed, linked to or displayed through the Card Management Strategies Software are not available in all languages or in all countries. Card Management Strategies makes no representation that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws and privacy and data collection laws. Card Management Strategies and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will Card Management Strategies be liable for the removal of or disabling of access to any such Services. Card Management Strategies may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
6. Termination.This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from Card Management Strategies if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Card Management Strategies Software and destroy all copies, full or partial, of the Card Management Strategies Software. Sections 4, 6, 7, 8, 9, 10, 11, and 12 of this License shall survive any such termination.
7. Disclaimer of Warranties.
   1. If you are a customer who is a consumer (someone who uses the Card Management Strategies Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization.
   2. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE CARD MANAGEMENT STRATEGIES SOFTWARE AND ANY SERVICES PERFORMED BY OR ACCESSED THROUGH THE CARD MANAGEMENT STRATEGIES SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
   3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CARD MANAGEMENT STRATEGIES SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CARD MANAGEMENT STRATEGIES AND CARD MANAGEMENT STRATEGIES’S LICENSORS (COLLECTIVELY REFERRED TO AS “CARD MANAGEMENT STRATEGIES” FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CARD MANAGEMENT STRATEGIES SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
   4. CARD MANAGEMENT STRATEGIES DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CARD MANAGEMENT STRATEGIES SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE CARD MANAGEMENT STRATEGIES SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CARD MANAGEMENT STRATEGIES SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE CARD MANAGEMENT STRATEGIES SOFTWARE OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, OR THAT DEFECTS IN THE CARD MANAGEMENT STRATEGIES SOFTWARE OR SERVICES WILL BE CORRECTED. INSTALLATION OF THIS CARD MANAGEMENT STRATEGIES SOFTWARE MAY AFFECT THE AVAILABILITY AND USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, AS WELL AS CARD MANAGEMENT STRATEGIES PRODUCTS AND SERVICES.
   5. YOU FURTHER ACKNOWLEDGE THAT THE CARD MANAGEMENT STRATEGIES SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE CARD MANAGEMENT STRATEGIES SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
   6. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARD MANAGEMENT STRATEGIES OR AN CARD MANAGEMENT STRATEGIES AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CARD MANAGEMENT STRATEGIES SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL CARD MANAGEMENT STRATEGIES BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA OR INFORMATION, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CARD MANAGEMENT STRATEGIES SOFTWARE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE CARD MANAGEMENT STRATEGIES SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CARD MANAGEMENT STRATEGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Card Management Strategies’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of six-hundred and ninety-five dollars ($695.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
9. Export Control. You may not use or otherwise export or re-export the Card Management Strategies Software except as authorized by United States law and the laws of the jurisdiction(s) in which the Card Management Strategies Software was obtained. In particular, but without limitation, the Card Management Strategies Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List or any other restricted party lists. By using the Card Management Strategies Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Card Management Strategies Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
10. Government End Users. The Card Management Strategies Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
11. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this License will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
12. Complete Agreement; Governing Language. This License constitutes the entire agreement between you and Card Management Strategies relating to the use of the Card Management Strategies Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Card Management Strategies. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.
13. Third Party Acknowledgements.
    1. Certain components of the Card Management Strategies Software, and third party open source programs included with the Card Management Strategies Software, may be made available by Card Management Strategies on its open source website (http://www.opensource.Card Management Strategies.com) (“Open Source Components”). Acknowledgements, licensing terms and disclaimers for such components are contained in the electronic documentation for the Card Management Strategies Software. Please refer to the electronic documentation since you may have additional rights in the Open Source Components.
    2. Use of MPEG-4. The Card Management Strategies Software is licensed under the MPEG-4 Visual Patent Portfolio License for the personal and non-commercial use of a consumer for (i) encoding video in compliance with the MPEG-4 Visual Standard (“MPEG-4 Video”) and/or (ii) decoding MPEG-4 Video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed by MPEG LA to provide MPEG-4 Video. No license is granted or shall be implied for any other use. Additional information including that relating to promotional, internal and commercial uses and licensing may be obtained from MPEG LA, LLC. See <http://www.mpegla.com>.
    3. H.264/AVC Notice. To the extent that the Card Management Strategies Software contains AVC encoding and/or decoding functionality, commercial use of H.264/AVC requires additional licensing and the following provision applies: THE AVC FUNCTIONALITY IN THIS CARD MANAGEMENT STRATEGIES SOFTWARE IS LICENSED HEREIN ONLY FOR THE PERSONAL AND NON-COMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR AVC VIDEO THAT WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. INFORMATION REGARDING OTHER USES AND LICENSES MAY BE OBTAINED FROM MPEG LA L.L.C. SEE <HTTP://WWW.MPEGLA.COM>.

    4. AMR Notice. The Adaptive Multi-Rate (“AMR”) decoding functionality in this Card Management Strategies Software is not licensed to perform cellular voice calls, or for use in any telephony products built on the QuickTime architecture for the Windows platform. The AMR decoding functionality in this Card Management Strategies Software is also not licensed for use in a cellular communications infrastructure including: base stations, base station controllers/radio network controllers, switching centers, and gateways to and from the public switched network.

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