END-USER LICENSE AGREEMENT (EULA) 
 
YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND 
CONDITIONS BEFORE PURCHASING THE SOFTWARE.  BY CHECKING THE [I 
ACCEPT] BOX AND PROCEEDING TO PURCHASE AND INSTALL, COPY OR 
OTHERWISE USE THE SOFTWARE, YOU ACKNOWLEDGE YOUR 
ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT 
(“AGREEMENT”).  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS 
OF THIS AGREEMENT, THEN CHECK THE [CANCEL] BOX.  IF YOU DO NOT 
AGREE TO THESE TERMS AND CONDITIONS, THEN YOU WILL NOT BE 
ALLOWED TO PURCHASE OR USE THE SERVICES. 
 
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN 
ORGANIZATION, ALL REFERENCES TO “YOU”, “YOUR” OR LICENSEE IN THIS 
AGREEMENT SHALL MEAN COLLECTIVELY THE ORGANIZATION.  IN SUCH 
INSTANCE, BY CHECKING THE [I ACCEPT] BOX YOU REPRESENT AND 
WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS 
AGREEMENT ON BEHALF OF THE ORGANIZATION, AND THAT THE 
ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS 
AGREEMENT. 
 
This End-User License Agreement (this "Agreement") is a legal contract between you, 
the person or company being licensed to use the Software herein ("Licensee"), and 
Soholaunch.com, Inc. ("Soholaunch" or "Vendor") or its authorized distributor or 
provider ("Vendor"), to license Soholaunch's website tools, which include computer 
software and associated user’s guides and documentation (hereinafter collectively 
referred to as the "Software"). 
 
1. License. Subject to the terms of this Agreement and full payment of the applicable 
license and maintenance fees, Vendor hereby grants Licensee a personal, non-exclusive, 
non-assignable, and non-transferable license to install and use the Software to establish a 
single website for use by a single client at a single URL and a single-server IP address. A 
separate license is required for each additional website established using the Software.  
The Licensee may not use the Software to establish any new websites subsequent to the 
website initially established pursuant to this Agreement, whether for a new client or at a 
new URL address, without first obtaining a new license from the Vendor. 
 
2. Sublicensing Rights. Licensee may not sublicense the Software or otherwise make the 
Software available to any third party.   
 
3. Modifications to the Software. Subject to the terms and conditions of this Agreement, 
Licensee may alter and/or modify certain portions of the Software in accordance with the 
terms set forth herein.  Licensee agrees not to remove, alter, and/or modify any portion of 
the Software that is identified in the source code with a notice or comment tag requiring 
that that portion of the code not be modified.  Licensee agrees and acknowledges that any 
alteration or modification of the Software: (a) is made and used at Licensee's own risk; 
(b) may be used only by Licensee for Licensee’s internal purposes in accordance with the 
limited purposes set forth in this Agreement; and (c) may not directly or indirectly be 
sold, resold, licensed, distributed or otherwise transferred to any third party or parties. 
This prohibition applies to both altered Soholaunch or Vendor code and any new code 
developed specifically for use with the Software.  The foregoing restrictions shall survive 
the termination or expiration of this Agreement. 
 
4. Member Area. Subject to the terms of this Agreement and full payment of any 
applicable license and maintenance fees, Licensee will be permitted access to the 
Member Area of Soholaunch's website (the “Member Area”) for a limited period of time 
following Licensee’s agreement to the terms of this Agreement.  Thereafter, access to the 
Member Area is subject to Licensee’s purchase of annual maintenance.  In the Member 
Area, you may download updates of the Software, as well as member submitted files, bug 
fixes, and programming fixes. Soholaunch or its distributors or providers may also "push" 
information to a display section of the Main Menu of the tool upon client login. New 
versions of the Software and certain downloadable features may require payment of 
additional fees.  Except as specified herein and unless otherwise agreed in writing by the 
parties hereto, Vendor is not obligated to provide training, maintenance or support of any 
kind for the Software.  In its sole discretion and at any time, Vendor may discontinue the 
Member Area, or any service or feature available through the Member Area. 
 
5. License Restrictions. Licensee may not: (a) reproduce or distribute all or any portion 
of the Software to any third party; (b) remove any proprietary notices from the Software 
or any copy thereof; (c) sell, assign, rent, transfer, distribute, act as a service bureau, or 
grant rights in the Software to any other person without the prior written consent of the 
Vendor; (d) export or re-export the Software in violation of U.S. export laws; (e) use the 
Software for any commercial purpose for the benefit of any third party; (f) use the 
Software or any related services to develop, generate, transmit or store information that: 
(i) infringes any third party's intellectual property or other proprietary right; or (ii) is 
illegal; or (g) place any logos or branding items in any of the end user facing menu 
screens generated by the Software other than the brand associated with the registered 
trademarks of Soholaunch. 
 
6. Delivery and Installation. Unless otherwise agreed by Vendor in writing, Licensee is 
solely responsible for delivery and installation of the Software. Licensee may complete 
delivery and installation of the Software by accessing the Member Area of the Vendor 
website. Upon receipt of full payment, Vendor will e-mail Licensee a license number and 
password that will enable Licensee to access the Member Area. 
 
7. Copies. Licensee may make a single copy of the Software for archival purposes and 
may use such copy only when the original copy is not in use.  Licensee may not use the 
Software on more than one server or allow concurrent use of the Software with any third 
party. 
 
8. Copyright and Other Proprietary Rights. The Software is protected by copyright 
and other laws, and all intellectual property rights in and to the Software, including but 
not limited to patent, trademark, copyright and trade secret rights, belong to Soholaunch. 
Except as provided in Sections 1 and 7 herein, copying or storing the Software is 
expressly prohibited unless Licensee obtains prior written permission from Soholaunch. 
Except for the limited license granted to Licensee, Soholaunch reserves all right, title and 
interest in and to the Software and all associated icons and graphics, as well as the 
SOHOLAUNCH trademarks (the "Marks").  The Software and the Marks, including 
without limitation all intellectual property rights therein any and all documentation, 
training materials, copies, modifications, adaptations, derivative works, and enhancements 
thereof, by whomever produced, are and shall remain the exclusive property of 
Soholaunch. 
 
9. Termination. Vendor may terminate this Agreement if Licensee fails to comply with 
the terms of this Agreement or any applicable agreement relating to professional or other 
services Vendor may provide to Licensee. Licensee may terminate this Agreement at any 
time by destroying or removing from all hard drives, networks, and other storage media 
all copies of the Software. Upon any termination, Licensee must remove the Software 
from its computer equipment and destroy all originals and copies of the Software in its 
possession. The provisions of Sections 3, 5, 8, 11, 12, 13, 14, 15 and 16 herein shall 
survive any termination of this Agreement and shall be effective in accordance with their 
terms. 
 
10. Disclaimer of Warranties. THE SOFTWARE IS LICENSED AND PROVIDED TO 
LICENSEE "AS IS" WITHOUT WARRANTY OF ANY KIND, AND LICENSEE 
ASSUMES ALL RISK WITH REGARD TO ITS INSTALLATION, 
CONFIGURATION AND USE.  THERE ARE NO WARRANTIES, CLAIMS OR 
REPRESENTATIONS MADE BY VENDOR OR SOHOLAUNCH, WHETHER 
EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SOFTWARE, 
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, 
PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS 
FOR A PARTICULAR PURPOSE.  THERE ARE NO WARRANTIES CREATED BY 
COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. 
FURTHER, VENDOR DOES NOT REPRESENT OR WARRANT THAT THE 
SOFTWARE OR ANY RELATED SERVICE WILL ALWAYS BE AVAILABLE, 
ACCESSIBLE, ACCURATE, COMPLETE, OR ERROR-FREE.  THE FOREGOING 
EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS 
AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE 
CHARGED FOR THE SOFTWARE AND ANY ASSOCIATED SERVICES.  TO THE 
EXTENT ANY EXCLUSION OF IMPLIED WARRANTIES DOES NOT APPLY AS A 
MATTER OF LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN 
DURATION TO NINETY (90) DAYS FROM THE DATE THIS AGREEMENT IS 
ACCEPTED BY LICENSEE.   
 
11. Limitation on Liability and Disclaimer of Consequential Damages. LICENSEE 
ASSUMES ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF 
THE SOFTWARE. IN NO EVENT SHALL VENDOR OR SOHOLAUNCH, OR 
THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, 
AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, 
INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OR 
LOSS (INCLUDING WITHOUT LIMITATION ANY LOSS OF GOODWILL, 
PROFITS OR DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR 
OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, THE USE OR 
INABILITY TO USE THE SOFTWARE OR PERFORMANCE OF ANY RELATED 
SERVICES, EVEN IF VENDOR OR SOHOLAUNCH HAS BEEN ADVISED OF THE 
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.  THIS LIMITATION OF 
LIABILITY APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN 
CONTRACT, TORT OR OTHERWISE.  VENDOR'S AND SOHOLAUNCH’S 
CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY 
LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR 
ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT 
EXCEED THE AMOUNTS PAID BY LICENSEE TO VENDOR FOR THE USE OF 
THE SOFTWARE.  LICENSEE HEREBY RELEASES VENDOR AND 
SOHOLAUNCH FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND 
CLAIMS IN EXCESS OF THIS LIMITATION.  SOME STATES DO NOT ALLOW 
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR 
CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN 
THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. 
 
12. Government Uses. The Software Application and documentation are provided with 
RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to 
restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and 
Computer Software clause of DFARS 252-227-7013 or subparagraphs (c)(1) and (2) of 
the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as 
applicable. 
 
13. Export Controls. The United States controls the export of products and information. 
You agree to comply with such restrictions and not to export or re-export the Software to 
countries or persons prohibited under the export control laws. By downloading the 
Software, you are agreeing that you are not in a country where such export is prohibited 
or are a person or entity to which such export is prohibited. You are responsible for 
compliance with the laws of your local jurisdiction regarding the import, export or re- 
export of the Software. 
 
14. Submissions. Should Licensee decide to transmit to Vendor's website by any means 
or by any media any materials or other information (including, without limitation, ideas, 
concepts or techniques for new or improved services and products), whether as 
information, feedback, data, questions, comments, suggestions or the like, Licensee 
agrees such submissions are unrestricted and shall be deemed non-confidential and 
Licensee automatically grants the Vendor and its assigns a non-exclusive, royalty-free, 
worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, 
transmit, distribute, create derivative works of, display and perform the same. 
 
15. Licensee Information. Licensee acknowledges that upon access of the Software by 
an end user, the following information is transmitted from Licensee’s server(s) back to 
Soholaunch: Software Serial Number, IP address, Domain Name, Server Software Type, 
Owner’s Name, Owner’s Email Address and other information used for tracking 
compliance with the terms of this Agreement. Licensee grants Soholaunch the right to use 
such information for licensing compliance. Licensee agrees to cease using and to disable 
any Software that is found to be not in compliance with this Agreement including 
nonpayment according to the terms under which the Software was licensed by Licensee 
or by Vendor and grants Soholaunch and Vendor the right to disable Licensee’s and/or 
Licensee’s customer’s client’s access to any such Software and holds Soholaunch and 
Vendor harmless against any claim related to such account termination or interruption to 
Licensee’s website. 
 
16. General Terms. This Agreement is governed by the laws of the State of Georgia 
(USA) without regard to its rules regarding conflicts of laws.  THE RIGHTS AND 
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE 
GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE 
INTERNATIONAL SALE OF GOODS (CISG).  Licensee agrees to submit to the 
personal and exclusive jurisdiction of the courts located within the State of Georgia 
(USA).  All disputes, controversies and claims arising under, out of or relating to this 
Agreement and any subsequent amendments of this Agreement, including, without 
limitation, its formation, validity, binding effect, interpretation, performance, breach or 
termination, as well as non-contractual claims, shall be referred to and finally determined 
by arbitration in accordance with the American Arbitration Association, Commercial 
Arbitration Rules.  The arbitral tribunal shall consist of one arbitrator. The place of 
arbitration shall be Atlanta, Georgia. The language to be used in the arbitral proceedings 
shall be English.  All decisions of the arbitrator shall be in writing and include findings of 
fact and conclusions of law.  Judgment on the arbitral award is final and binding and may 
be entered in any court of competent jurisdiction.  Except where otherwise expressly 
specified within this Agreement, the rights and remedies granted to a party under this 
Agreement are cumulative and in addition to and not in lieu of any other rights or 
remedies which such party may be entitled to hereunder, at law or in equity.  If any 
provision of this Agreement is found to be invalid by any court having competent 
jurisdiction, the invalidity of such provision shall not affect the validity of the remaining 
provisions of this Agreement, which shall remain in full force and effect.  No waiver of 
any term of this Agreement shall be deemed a further or continuing waiver of such term 
or another term.  This Agreement constitutes the entire Agreement between Licensee and 
the Vendor with respect to this transaction.  Any changes to this Agreement must be 
made in writing, signed by an authorized representative of the Vendor. 
 
 
 
(C)Copyright 1999-2009 Soholaunch.com, Inc. All rights reserved. 
SOHOLAUNCH END-USER LICENSE AGREEMENT (EULA)