OPENFACES COMMERCIAL LICENSE AGREEMENT

This is a legal agreement ("Agreement") between You (either an individual or an entity) ("Licensee"), and TeamDev Ltd. ("TeamDev").

IMPORTANT [ PLEASE READ CAREFULLY] : BY INSTALLING, USING OR COPYING THE SOFTWARE OR ANY RELATED DOCUMENTATION ("SOFTWARE") YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.

1. Definitions

a) "Software" means the OpenFaces software product supplied by TeamDev in binary form together with the accompanying source code and corresponding documentation, associated media, printed materials, and online or electronic documentation.

b) "Effective Date of the Agreement" means the date when Licensee receives the license key granted to Licensee by TeamDev.

2. Ownership and License

The OpenFaces Software is owned by TeamDev, copyrighted and protected by copyright laws and international treaty provisions. The Software is licensed, not sold. By installing or using the Software you will not acquire any rights to the Software except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by TeamDev.

3. The License Key Grants

Subject to the payment of the applicable license fees, and to the terms and conditions of this Agreement, TeamDev hereby grants to you a non-exclusive, non-transferable right to use the specified version of the Software and Documentation; to reproduce and distribute the programs that you create using the Software without additional license or fees, subject to all the conditions defined herein.

4. License Restrictions

You may NOT: a) remove any proprietary notices or labels on the Software; b) rent, lease, or otherwise transfer rights to the Software.

5. Marketing

You agree to be identified as a customer of TeamDev and You agree that TeamDev may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in TeamDev's marketing materials and web sites. You hereby grant TeamDev a license to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to TeamDev pursuant to this marketing section.

6. Support Services

6.1. TeamDev may provide Licensee with support services related to the Software. Use of any such support services is governed by the policies described on OpenFaces' web site (www.openfaces.org).

6.2. Any supplemental software code or related materials that TeamDev provides to Licensee as part of the support services, in periodic updates to the Software or otherwise, is to be considered part of the Software and is subject to the terms and conditions of this Agreement.

6.3. With respect to any technical information that Licensee provides to TeamDev as part of the support services, TeamDev may use such information for its business purposes without restriction, including for product support and development. TeamDev will not use such technical information in a form that personally identifies Licensee.

7. Patent and Copyright Indemnity

7.1. TeamDev will defend and indemnify Licensee for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a U.S. or Canadian copyright or patent provided that: Licensee notify TeamDev in writing within 30 (thirty) calendar days of the claim; (ii) TeamDev has sole control of the defence and all related settlement negotiations, and (iii) Licensee provide TeamDev with the assistance, information, and authority necessary to perform the above.

7.2. TeamDev will have no liability for any claim of infringement based on: (i ) code contained within the Software which was not created by TeamDev; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by TeamDev or under TeamDev direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that TeamDev provides to Licensee, or (iii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by TeamDev if such infringement would have been avoided by the use of the Software without such programs or data.

7.3. In the event the Software is held or believed by TeamDev to infringe, or Licensee's use of the Software is enjoined, TeamDev will have the option, at its expense, to: (i ) modify the Software to cause it to become non-infringing; (ii) obtain for Licensee a license to continue using the Software; (iii) substitute the Software with other Software reasonably suitable to Licensee, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the Effective Date of the Agreement.

8. Disclaimer of Warranty

THE SOFTWARE AND ANY RELATED DOCUMENTATION ARE PROVIDED ON A STRICTLY "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

9. Limitation of Liability

IN NO EVENT SHALL TEAMDEV OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS TEAMDEV SOFTWARE, EVEN IF TEAMDEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Termination

Licensee may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from TeamDev if it is discovered that the Licensee fails to comply with any provision of this Agreement. Upon such termination, the Licensee must destroy all copies of the Software. Section 8 "Disclaimer of Warranty" and section 9 "Limitation of Liability" shall remain effective after the termination of this Agreement.