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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING HARMON.IE FOR SHAREPOINT™ AND/OR HARMON.IE FOR GOOGLE DOCS™ (TOGETHER, THE "SOFTWARE") OR ANY ACCOMPANYING DOCUMENTATION. THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ("AGREEMENT") GOVERN YOUR USE OF THE SOFTWARE.

By downloading or using the Software and/or your evaluation or permanent license key a) you agree to the terms and conditions of this Agreement and Mainsoft's privacy statement found at http://www.mainsoft.com/static/privacy/privacy.aspx on your behalf as an individual, and you represent and warrant that you have full legal authority to bind your employer or another entity, and agree to the terms and conditions of this Agreement on behalf of any such employer or entity that has not previously accepted these terms (you and your employer or other entity, collectively, the "Licensee"); and b) Licensee accepts electronic delivery of the Software.  Otherwise, please press the "I do not accept" button below.  This Agreement, effective as of the date it is accepted by clicking "I accept" (the "Effective Date") is a legal agreement between Licensee and Mainsoft Corporation ("Mainsoft"). 

RECITALS

A.	Mainsoft has developed “harmon.ie for SharePoint™, Outlook Edition” which integrates Microsoft SharePoint Office Server, Windows SharePoint Services, SharePoint 2010  within Microsoft Outlook; “harmon.ie for SharePoint, Notes Edition” which integrates Microsoft SharePoint Office Server, Windows SharePoint Services, SharePoint 2010 within Lotus Notes and “harmon.ie for Google Docs™” which integrates Google Docs contents within Microsoft Outlook (referred to as the "Software"); and

B.	Mainsoft and Licensee now wish to enter into this Agreement by which Mainsoft will grant Licensee certain non-exclusive rights to use the Software.


NOW THEREFORE,	in consideration of the mutual covenants herein, Mainsoft and Licensee hereby agree to the following:

1.	DEFINITIONS.
1.1.	"User" means a named individual using the Software for purposes of calculating the applicable number of licenses.  If such an individual is installing or using the Software on multiple workstations, each such installation or use shall be associated with that one User.  If multiple named individuals use the Software on the same workstation, then each individual shall be considered a User.
1.2.	"Documentation" means any documentation for the Software provided by Mainsoft as may be updated from time to time.  Documentation will be provided in electronic format.
1.3.	"Intellectual Property Rights" means patent rights, copyright rights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction.
1.4.	"Licensed Materials" means the Software and the Documentation.
1.5.	"Order Confirmation" means an electronic document sent by Mainsoft to Licensee after the receipt of a purchase order or a similar mutually agreed document (“Purchase Order”) sent to Mainsoft by Licensee directly or through a distributor.  The Order Confirmation includes the product codes, quantities, term, and any mutually-agreed terms for maintenance and support.

2.	LICENSES.
2.1.	Licenses Grant.  Subject to the terms and conditions of this Agreement, the issuance of an Order Confirmation from Mainsoft to Licensee, and payment of all applicable fees, Mainsoft grants Licensee a non-exclusive, non-transferable, worldwide, license to reproduce install and use the Software on workstations or terminal servers for the term and not exceeding the designated aggregate number of Users each as specified in Order Confirmation(s), provided that such computing devices are Licensee-owned and within Licensee's control; and use the Documentation reasonably consistent with such use.  Notwithstanding the above, if the Licensee has not received an Order Confirmation that followed a Purchase Order prior to downloading, installing or using the Software, this license is an "Evaluation License" and the term of this license is for the number of days specified in the evaluation license key and this Evaluation License does not allow the copying, reproduction or central installation of the Licensed Materials.
2.2.	License Tracking.  Licensee will ensure that the total number of Users using the Software under the terms of this Agreement does not exceed the number of purchased User licenses. 
2.3.	Prohibited Distribution.  Licensee is strictly prohibited from copying and distributing the Software in any form, except for the number of purchased User licenses.
2.4.	Third Party Licenses.  By using harmon.ie for SharePoint, you agree to be bound by the user and distributor terms and conditions of the third party licenses specified at: http://harmon.ie/content/harmonie-sharepoint-third-party-technologies. 
By using harmon.ie for Google Docs, you agree to be bound by the user and distributor terms and conditions of the 3rd party licenses specified here: http://harmon.ie/content/harmonie-google-docs-third-party-technologies 
2.5.	No Other Rights.  Licensee’s rights in, and to make use of, the Licensed Materials will be limited to those expressly granted in this Section 2.  Except as expressly licensed in this Section ‎2, Mainsoft grants no other rights or licenses to Licensee, by implication, estoppels or otherwise.  ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY MAINSOFT OR ITS SUPPLIERS.
2.6.	Software and Documentation Usage.  Licensee will not, and will not permit others, to: 1) modify, translate, reverse engineer, decompile, disassemble, create derivative works of the Software, 2) rent, lend, transfer, distribute or grant any rights in the Licensed Materials in any form to any person; or 3) remove or in any manner alter any proprietary notices, labels or markings on the Licensed Materials; Licensee will reproduce such notices, labels or markings on all copies it makes of the Licensed Materials.
 
3.	MAINTENANCE, SUPPORT AND RELEASES.
3.1.	Maintenance and Support.  Subject to the terms and conditions of this Agreement and in consideration of the applicable maintenance and support fees, Mainsoft shall provide Licensee with support for the Licensed Materials, including error corrections, bug fixes, and technical support.  Mainsoft shall provide Licensee its support by telephone, Internet access, e-mail and on-site, as appropriate. Mainsoft's support obligations shall continue as long as Licensee's payments required under this Agreement have been made.
3.2.	Releases.  Subject to the terms and conditions of this Agreement and as long as Licensee payments for applicable maintenance and support fees have been made in full, Mainsoft shall provide Licensee releases, if any, of the Licensed Materials including any new releases, upgrades and updates of the Licensed Materials as they become generally available. 

4.	PAYMENTS.
4.1.	License Fees.  Licensee will pay Mainsoft the applicable license fees as specified in, and net thirty (30) days from the issuance of, an Order Confirmation.  These fees are an absolute commitment by Licensee, and are non-cancelable and non-refundable under any circumstances other than as specifically provided in Section  9.  Licensee may renew, extend the term of, or add Users to the current Agreement, subject in all cases to receipt of an Order Confirmation.  
4.2.	Maintenance and Support Fees.  For a one (1) year period beginning upon issuance by Mainsoft of an applicable Order Confirmation, Mainsoft will provide Licensee maintenance and support services free of charge.  Maintenance and support coverage may be renewed effective upon receipt of a Purchase Order from Licensee, that refers to the mutually agreed dates to be covered, the fees to be paid and the terms of this Agreement..  
4.3.	Payments and Interest.  The parties acknowledge that failure to make payments on time will constitute a breach of a material term of this Agreement under Section  11.1.  In addition, any payments that are not made when due will accrue interest at a rate equal to the lesser of 1.5% per month or the highest rate permitted by applicable law.
4.4.	Taxes.  All amounts payable under this Agreement are exclusive of all sales, use, value-added, and other taxes and duties.  Licensee will be responsible for the payment of all taxes and duties assessed in connection with this Agreement and its performance by any authority within or outside of the U.S., except for sales tax when applicable, in the states of California, Washington D.C., Delaware, Illinois, and New York and taxes payable on Mainsoft's net income.
5.	RECORDS AND AUDITS.
5.1.	Record Keeping Requirements.  During the term of this Agreement and for at least two (2) years thereafter, Licensee agrees to keep all usual and proper records relating to the number of Users as defined in Section  1.1.
5.2.	Audits.  Mainsoft may cause an audit to be made of the applicable Licensee records in order to verify the number of Users, as defined in Section  1.1.  Prompt adjustment will be made to compensate for any errors or omissions disclosed by such audit.  Any such audit will be conducted no more than once a year by an individual or entity selected by Mainsoft, and reasonably acceptable to Licensee, during regular business hours at Licensee's facilities upon reasonable prior notice to Licensee. Licensee agrees to provide Mainsoft's designated auditor with access to the relevant Licensee records.  The cost for any such audit will be paid for by Mainsoft unless the amount of any underpayment revealed by such audit by Licensee for the period being audited is greater than five percent (5%) of the amount that should have been paid for such period, in which case Licensee agrees to pay Mainsoft for the reasonable costs incurred by Mainsoft for such audit.
6.	CONFIDENTIALITY.
6.1.	Limitations on Use and Disclosure.  Each party will retain in confidence the terms and conditions of this Agreement and all non-public information and know-how disclosed to each other that has been designated as proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"), and will make no use of, and will not disclose to third parties, such information and know-how except as permitted by the terms and during the existence of this Agreement; provided that each party may disclose the terms and conditions of this Agreement to its legal and financial consultants as required in the ordinary course of such party's business and to its employees on a "need-to-know" basis.  Each party may also disclose Confidential Information of the other party as required by government or judicial order, provided each party gives the other party prompt notice of such order and complies with any protective order (or equivalent) imposed on such disclosure. Each party may announce that it has entered into this Agreement if it elects to do so.
6.2.	Exceptions. Confidential Information will not include any information defined as Confidential Information above which: (a) entered the public domain without the receiving party's breach of any obligation owed to the disclosing party under this Agreement, (b) became known to the receiving party prior to the disclosure of such information, (c) became known to the receiving party from a source other than the disclosing party other than by the breach of an obligation of confidentiality owed under this Agreement, or (d) was independently developed by the receiving party without access to Confidential Information of the other party.
6.3.	Equitable Relief.  Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of the other party's Confidential Information and that each party may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
7.	PROPRIETARY RIGHTS.
7.1.	Mainsoft's Ownership.  The Licensed Materials and Mainsoft Confidential Information are and will remain the sole and exclusive property of Mainsoft.  Mainsoft's rights under this section will include, but are not limited to, all copies of the Licensed Materials, in whole and in part, and all Intellectual Property Rights in the Licensed Materials.
8.	WARRANTIES AND DISCLAIMERS.
8.1.	Warranty and Exclusive Remedy.  Mainsoft warrants that the Software will operate substantially in conformity with the Documentation in all material respects for a period of sixty (60) days from the date of the Order Confirmation.  Licensee's sole and exclusive remedy for any breach of such warranty will be that Mainsoft will, provided that Licensee makes its warranty claim within such sixty (60) day period, elect to either repair or replace the Licensed Material so that it meets such warranty or refund to Licensee the license fees paid.
8.2.	Disclaimers.  Except for the warranty specified above, Mainsoft makes no representations or warranties to Licensee under this Agreement with respect to the Licensed Materials or otherwise.  Mainsoft and its suppliers do not warrant that the Licensed Materials will meet Licensee's requirements or will be uninterrupted or error-free.  THE WARRANTIES REFERRED TO ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.	INDEMNITIES.
9.1.	Mainsoft's Indemnity.  Mainsoft will indemnify Licensee against, and will defend or settle at Mainsoft's own expense any action or other proceeding brought against Licensee to the extent that it is based on a claim that the use of the Licensed Materials as licensed under Section  2.1 of this Agreement infringes any copyright or incorporates any misappropriated trade secrets.  Mainsoft will pay any and all costs, damages, and expenses (including but not limited to reasonable attorneys' fees) awarded against Licensee in any such action or proceeding attributable to any such claim.  Mainsoft will have no obligation under this Section as to any action, proceeding, or claim unless: (i) Mainsoft is notified of it promptly; (ii) Mainsoft has sole control of its defense and settlement; and (iii) Licensee provides Mainsoft with reasonable cooperation in its defense and settlement.  In the event that Mainsoft believes that the Licensed Materials will become or have become subject to a third party claim of infringement or misappropriation, Mainsoft may, at its expense: (A) modify the Licensed Materials so that they are not infringing; (B) obtain a license from such third party; or (C) if Mainsoft is unable to do the foregoing despite its reasonable efforts to do so, Mainsoft may refund paid license fees and then terminate this Agreement.
9.2.	Exclusions.  Mainsoft will have no obligations under Section  9.1with respect to infringement or misappropriation arising from: (i) modifications to the Licensed Materials that were not authorized by Mainsoft; or (ii) the use of the Licensed Materials in combination with products not provided by Mainsoft, if the use of the Licensed Materials alone would not have resulted in such infringement or misappropriation.
10.	LIMITATIONS OF LIABILITY.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT FOR LICENSEE'S OBLIGATION TO PAY END-USER LICENSE FEES TO MAINSOFT, EACH PARTY'S TOTAL LIABILITY TO THE OTHER UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF AMOUNT OF THE PAYMENTS RECEIVED BY MAINSOFT OR THE AMOUNTS OWING TO MAINSOFT FROM LICENSEE UNDER THIS AGREEMENT.
11.	TERM AND TERMINATION.
11.1.	Term.  Unless terminated earlier in accordance with the provisions hereof, the term of any license pursuant to this Agreement will begin on the date of the Order Confirmation, and will continue for the period specified in the Order Confirmation.  This Agreement may be renewed for additional periods upon the mutual written agreement of the parties, although each party acknowledges that the other is under no obligation to do so. Such renewals will be effected through an Order Confirmation.
11.2.	Events of Termination.  Either party will have the right to terminate this Agreement if (a) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice; or (b) the other party becomes the subject of a petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
11.3.	Survival.  The rights and obligations of the parties contained in Sections  2.2,  2.3,  2.4,  2.5&  2.6 (certain provisions related to licenses and restrictions),  4 (Payments),  5 (Records and Audits),  6 (Confidentiality),  7 (Proprietary Rights),  8.2 (warranty disclaimers),  10 (Limitations of Liability) and  13.2,  13.3,  13.5,  13.7,  13.8, and  13.9 (various general provisions) will survive the termination or expiration of this Agreement.
11.4.	Nonexclusive Remedy.  The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
12.	COMPLIANCE WITH LAW.
12.1.	Export Controls.  Licensee agrees that it does not intend to, and will not, directly or indirectly, export or re-export (i) any Software or related documentation or technical data or (ii) any product (or any part thereof), process, or service that is the direct product of any Software, to any country, person, entity, or end user without the appropriate United States and foreign government export licenses.  Restricted countries currently include, but are not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria.  Licensee warrants and represents that neither the U.S. Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied Enterprise Partner's export privileges.
13.	GENERAL.
13.1.	Assignment.  This Agreement will bind and inure to the benefit of each party's permitted successors and assigns.  Neither party may assign this Agreement, in whole or in part, without the other party's written consent, which will not be unreasonably withheld; provided, however, that: (a) either party will have the right to assign this Agreement in connection with a merger, reorganization, or sale of all, or substantially all, of its assets; and (b) Mainsoft will not be required to obtain any such consent from Licensee for its assignment of its rights to receive payments under this Agreement.  Any attempt by either party to assign this Agreement, except in accordance with the foregoing, will be null and void.
13.2.	Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws rules. Any action arising out of any dispute between any of the parties to this Agreement shall be brought in either the Superior Court for the County of Santa Clara or the United States District Court for the Northern District of California, and each of the parties hereto hereby submits itself to the jurisdiction of such courts for purposes of any such action.
13.3.	Severability.  If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
13.4.	Force Majeure.  Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, Acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, or fuel crises, provided that such party gives prompt written notice thereof to the other party.
13.5.	Notices.  All notices under this Agreement will be deemed given when delivered personally, sent by confirmed facsimile transmission, or sent by certified or registered U.S. mail, return receipt requested, or nationally-recognized express courier, to the address shown above or as may otherwise be specified by either party to the other in accordance with this section.
13.6.	Independent Contractors.  The parties to this Agreement are independent contractors.  There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties.  Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
13.7.	Waiver.  No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights.
13.8.	Attorneys Fees.  In the event of any litigation under this Agreement, the prevailing party will have its reasonable attorneys' fees paid by the other party.
13.9.	Entire Agreement.  This Agreement, the Order Confirmations and a harmon.ie Enterprise Agreement (“Enterprise  Agreement)”, if such exists, are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.  In case of any inconsistency between this Agreement and the Enterprise Agreement, the terms of the Enterprise agreement will prevail.  This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.  Any provisions of any Purchase Order, terms and conditions document or similar document submitted by Licensee which are in addition to or inconsistent with the terms and conditions of this Agreement will be deemed stricken from such document.

SharePoint, Windows SharePoint Services, Microsoft SharePoint Office Server, SharePoint and Microsoft Outlook are either registered trademarks or trademarks of Microsoft Corporation.  Google Docs is either the registered trademark or trademark of Google.Lotus and Lotus Notes are registred trademarks of International Business Machines Corporation.
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