Ext Designer Software License Agreement

Version 1.1

NOTICE TO USER: THIS LICENSE AGREEMENT GOVERNS INSTALLATION AND USE OF THE
SOFTWARE DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. LICENSEE AGREES THAT
THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY
CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND DURING REVIEW OF AN ELECTRONIC
VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR USING THE
SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS
AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE
SOFTWARE AND ANY PERSON OR ENTITY THAT INSTALLS OR USES THE SOFTWARE ON ANOTHER
PERSON'S OR ENTITY'S BEHALF.

1. Definitions.

1.1 "Ext" means Ext JS, Inc., a Delaware corporation, 525 University Avenue,
Suite 23, Palo Alto, CA 94114.

1.2 "Authorized Users" means employees and individual contractors (i.e.,
temporary employees) of Licensee.

1.3 "Computer" means one or more central processing units ("CPU") in a hardware
device (including hardware devices accessed by multiple users through a network
("Server")) that accepts information in digital or similar form and manipulates
it for a specific result based on a sequence of instructions.

1.4 "Documentation" means the user manuals and/or technical publications as
applicable, relating to installation, use and administration of the Software.

1.5 "Internal Network" means Licensee's private, proprietary network resource
accessible only by Authorized Users. "Internal Network" specifically excludes
the Internet (as such term is commonly defined) or any other network community
open to the public, including membership or subscription driven groups,
associations or similar organizations. Connection by secure links such as VPN or
dial up to Licensee's Internal Network for the purpose of allowing Authorized
Users to use the Software should be deemed use over an Internal Network.

1.6 "Permitted Number" means one (1) unless otherwise indicated under a valid
license (e.g., volume license) granted by Ext.

1.7 "Production Software" means Software licensed for productive business use.

1.8 "Sample Code" means sample software in source code format designated in the
Documentation as "sample code," "samples," "sample application code," and/or
"snippets," and found in directories labeled "samples."

1.9 "Software" means the object code version of the validly licensed software
program(s) including all Documentation and other materials provided by Ext to
Licensee under this Agreement.  The license herein granted applies only to the
version of the Software downloaded or installed in connection with the terms of
this Agreement.

2. License.

Subject to the terms and conditions of this Agreement, Ext grants to Licensee a
perpetual, non-exclusive license to use the Software delivered hereunder
according to the terms and conditions of this Agreement, on computers connected
to Licensee's Internal Network, on the licensed platforms and configurations, in
the manner and for the purposes described in the Documentation. The terms of
Section 3 also apply to Licensee's use of the Software unless Licensee licenses
the software for evaluation purposes, in which case Section 4  applies.

2.1 Sample Code. Licensee may modify the Sample Code solely for the purposes of
designing, developing and testing Licensee's own software applications. However,
Licensee is permitted to use, copy and redistribute its modified Sample Code
only if all of the following conditions are met: (a) Licensee includes Ext's
copyright notice (if any) with Licensee's application, including every location
in which any other copyright notice appears in such application; and (b)
Licensee does not otherwise use Ext's name, logos or other Ext trademarks to
market Licensee's application. Licensee agrees to defend, indemnify, and hold
Ext and its suppliers harmless from and against any claims or lawsuits,
including attorneys' reasonable fees, that arise or result from the use or
distribution of Licensee's applications, provided that Ext gives Licensee prompt
written notice of any such claim, tenders to Licensee the defense or settlement
of such a claim at Licensee's expense, and cooperates with Licensee, at
Licensee's expense, in defending or settling such claim.

2.2 Documentation. Licensee may make copies of the Documentation for use by
Authorized Users in connection with use of the Software in accordance with this
Agreement, but no more than the amount reasonably necessary. Any permitted copy
of the Documentation that Licensee makes must contain the same copyright and
other proprietary notices that appear on or in the Documentation.  2.4
Restrictions.

2.4.1 No Modifications, No Reverse Engineering. Licensee shall not modify, port,
adapt or translate the Software. Licensee shall not reverse engineer, decompile,
disassemble or otherwise attempt to discover the source code of the Software.

2.4.2 No Unbundling. The Software may include various applications, utilities
and components, may support multiple platforms and languages or may be provided
to Licensee on multiple media or in multiple copies. Nonetheless, the Software
is designed and provided to Licensee as a single product to be used as a single
product on Computers and platforms as permitted herein. Licensee is not required
to use all component parts of the Software, but Licensee shall not unbundle any
component parts of the Software for use on different Computers. Licensee shall
not unbundle or repackage the Software for distribution, transfer or resale.

2.4.3 No Transfer. Licensee shall not sublicense, assign or transfer the
Software or Licensee's rights in the Software, or authorize any portion of the
Software to be copied onto or accessed from another individual's or entity's
Computer except as may be explicitly provided in this Agreement. Notwithstanding
anything to the contrary in this Section 2.4.3, Licensee may transfer copies of
the Software installed on one of Licensee's Computers to another one of
Licensee's Computers provided that the resulting installation and use of the
Software is in accordance with the terms of this Agreement and does not cause
Licensee to exceed Licensee's right to use the Software under this Agreement.

2.4.4 Prohibited Use. Except as expressly authorized under this Agreement,
Licensee is prohibited from: (a) renting, leasing, lending or granting other
rights in the Software including rights on a membership or subscription basis;
and (b) providing use of the Software in a computer service business, third
party outsourcing facility or service, service bureau arrangement, network, or
time sharing basis.

2.4.5 Export Rules. Licensee agrees that the Software will not be shipped,
transferred or exported into any country or used in any manner prohibited by the
United States Export Administration Act or any other export laws, restrictions
or regulations (collectively the "Export Laws"). In addition, if the Software is
identified as an export controlled item under the Export Laws, Licensee
represents and warrants that Licensee is not a citizen of, or located within, an
embargoed or otherwise restricted nation (including Iran, Iraq, Syria, Sudan,
Libya, Cuba and North Korea) and that Licensee is not otherwise prohibited under
the Export Laws from receiving the Software. All rights to install and use the
Software are granted on condition that such rights are forfeited if Licensee
fails to comply with the terms of this Agreement.

2.4.6 Additional Software. Licensee is not permitted to use any software
applications or components accompanying or installed with the Software unless
Licensee is validly licensed to do so and only to the extent explicitly
permitted under this Agreement or a separate writing. Any licenses granted
hereunder do not alter any rights and obligations Licensee may have under the
terms and conditions governing such other materials and services, provided,
however, that the disclaimer of warranty and limitation of liability provisions
in this Agreement will apply to all Software provided hereunder. By accessing
and/or using any such other materials, Licensee hereby agrees to the applicable
separate license agreements that apply to such other materials.

3. Production Software License.

This Section 3 applies only if Licensee has obtained a valid license to a
Production Software version of Ext Designer software. Ext grants Licensee a
non-exclusive license to install and use the version of the Software for which
Licensee has purchased a license and that has been provided hereunder in the
manner and for the purposes described in the Documentation, as further set forth
below. Unless Licensee has been granted a valid license key the Software, any
license to the Software that Licensee has obtained shall be a license only for
the evaluation version of the Software.

3.1 General Use. Licensee may install and use one copy of the Software on up to
the Permitted Number of its compatible computers; or

3.2 Server Deployment. Licensee may install one copy of the Software on one
computer file server within its Internal Network for the purpose of downloading
and installing the Software on up to the Permitted Number of other Computers
within the same Internal Network.

3.3 Portable or Home Computer Use. The primary user of the Computer on which the
Software is installed may install a second copy of the Software for his or her
exclusive use on either a portable Computer or a Computer located at his or her
home, provided the Software on the portable or home Computer is not used at the
same time as the Software on the primary Computer.

3.4 Backup Copy. Licensee may make a reasonable number of backup copies of the
Software, provided the backup copies are not installed or used for other than
archival purposes.

4. Evaluation Software.

This Section 4 applies only if Licensee has obtained a valid license to evaluate
Software as separately provided in writing by Ext or as indicated by the
Software when first executed.

4.1 License. In addition to the other terms contained herein, Licensee's license
to evaluate the Software is limited to use strictly for Licensee's own internal
evaluation and review purposes and not for production purposes, and is further
limited to a period not to exceed fourteen (14) days from the date Licensee
obtains the Software, unless such period of time is extended by Ext, in which
case, such period shall not exceed the expiration date of such extended period.
Licensee may (a) install the Software on one (1) computer connected to
Licensee's Internal Network, and (b) permit Authorized Users to use the Software
to deliver content within Licensee's Internal Network.

4.2 Limitations. Licensee acknowledges that as evaluation software, the Software
might place watermarks on output, contain limited functionality, or cease
operations after a designated period of time unless extended by Ext upon
Licensee's acquisition of a full commercial license. Licensee's rights to
install and use Software under this Section 4 will terminate immediately upon
the earlier of (a) the expiration of the evaluation period described herein, or
(b) such time that Licensee purchases a license to a non-evaluation version of
such Software. Ext reserves the right to terminate Licensee's license to
evaluate Software at any time in its sole discretion. Licensee agrees to return
or destroy Licensee's copy of the Software upon termination of this Agreement
for any reason. To the extent that any provision in this Section 4 is in
conflict with any other term or condition in this Agreement, this Section 4
shall supersede such other term(s) and condition(s) with respect to the
evaluation of Software, but only to the extent necessary to resolve the
conflict.

LICENSEE ACKNOWLEDGES THAT THE EVALUATION SOFTWARE MIGHT PLACE WATERMARKS ON
OUTPUT, CONTAIN LIMITED FUNCTIONALITY, OR FUNCTION FOR A LIMITED PERIOD OF TIME,
AND ACCESS TO ANY FILES OR OUTPUT CREATED WITH SUCH SOFTWARE OR ANY PRODUCT
ASSOCIATED WITH SUCH SOFTWARE IS ENTIRELY AT LICENSEE'S OWN RISK. EXT IS
LICENSING THE SOFTWARE FOR EVALUATION ON AN "AS IS" BASIS AT LICENSEE'S OWN
RISK. EXT DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY
KIND.

5. Intellectual Property Rights.

The Software and any copies that Licensee is authorized by Ext to make are the
intellectual property of and are owned by Ext. The structure, organization and
code of the Software are the valuable trade secrets and confidential information
of Ext. The Software is protected by copyright, including without limitation by
United States Copyright Law, international treaty provisions and applicable laws
in the country in which it is being used. Except as expressly stated herein,
this Agreement does not grant Licensee any intellectual property rights in the
Software and all rights not expressly granted are reserved by Ext.  Father the
License granted by this Agreement does not impart any rights or license in or to
any other products of Ext, including the Ext JS Javascript library.

6. WARRANTY.

6.1. Warranty. Ext warrants to Licensee that the Software will perform
substantially in accordance with the Documentation for the ninety (90) day
period following shipment of the Software when used on the recommended operating
system, platform and hardware configuration. This limited warranty does not
apply to evaluation software (as identified in Section 4), patches, and Sample
Code. All warranty claims must be made within such ninety (90) day period. If
the Software does not perform as warranted above, the entire liability of Ext
and Licensee's exclusive remedy shall be limited to either, at Ext's option, the
replacement of the Software or the refund of the license fee paid to Ext for the
Software.

6.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY EXT
AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR EXT'S BREACH OF WARRANTY. EXCEPT
FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION,
REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE
EXCLUDED OR LIMITED BY LAW APPLICABLE IN LICENSEE'S JURISDICTION, EXT PROVIDES
THE SOFTWARE AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER
WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY
STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS,
INCLUDING PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS
FOR ANY PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY.

EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL EXT BE LIABLE
TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY
CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS,
ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO
MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY EVEN IF AN EXT REPRESENTATIVE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE
FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE
LAW IN LICENSEE'S JURISDICTION. EXT'S AGGREGATE LIABILITY UNDER OR IN CONNECTION
WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF
ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL
BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.

8. Governing Law.

This Agreement, each transaction entered into hereunder, and all matters arising
from or related to this Agreement (including its validity and interpretation),
will be governed and enforced by and construed in accordance with the
substantive laws in force in the State of California.

9. General Provisions.

If any part of this Agreement is found void and unenforceable, it will not
affect the validity of the balance of this Agreement, which shall remain valid
and enforceable according to its terms. Updates may be licensed to Licensee by
Ext with additional or different terms. This is the entire agreement between Ext
and Licensee relating to the Software and it supersedes any prior
representations, discussions, undertakings, communications or advertising
relating to the Software. Licensee agrees to be identified as a customer of Ext
and agrees that Ext may refer to Licensee by name, trade name and trademark, if
applicable, and may briefly describe Licensee's business or disclose any feedback 
or commentary provided by Licensee. Licensee further authorizes any development 
by Ext on the basis of feedback or commentary provided by Licensee.

10. Notice to U.S. Government End Users.

10.1 Commercial Items. The Software and Documentation are "Commercial Item(s),"
as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial
Computer Software" and "Commercial Computer Software Documentation," as such
terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as
applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections
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. Ext JS, Inc.

10.2 U.S. Government Licensing of the Sofware. Licensee agrees that when
licensing Ext Software for acquisition by the U.S. Government, or any contractor
therefore, Licensee will license consistent with the policies set forth in 48
C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1
and 227-7202-4 (for the Department of Defense). For U.S. Government End Users,
Ext agrees to comply with all applicable equal opportunity laws including, if
appropriate, the provisions of Executive Order 11246, as amended, Section 402 of
the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and
Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations
at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741.

11. Compliance with Licenses.

Ext reserves the right, at its expense, and no more than once every twelve (12)
months, to appoint its own personnel or an independent third party to verify the
number of copies and installations as well as usage of the Ext software in use
by Licensee. Any such verification shall be conducted upon seven (7) business
days notice, during regular business hours at Licensee's offices and shall not
unreasonably interfere with Licensee's business activities. Both Ext and its
auditors shall execute a commercially reasonable non-disclosure agreement with
Licensee before proceeding with the verification. If such verification shows
that Licensee is using a greater number of copies of the Software than that
legitimately licensed, or are deploying or using the Software in any way not
permitted under this Agreement and which would require additional license fees,
Licensee shall pay the applicable fees for such additional copies within thirty
(30) days of invoice date, with such underpaid fees being the license fees as
per Ext's then-current license fee. If underpaid fees are in excess of five
percent (5%) of the value of the fees paid under this Agreement, then Licensee
shall pay such underpaid fees and Ext's reasonable costs of conducting the
verification. This Section shall survive expiration or termination of this
Agreement for a period of two (2) years.

12. Third Party Software.

The Software may contain third party software which requires notices and/or
additional terms and conditions. Such required third party software notices
and/or additional terms and conditions are located on Ext's website.