(a) Subject to the terms and conditions of this Agreement, SubItUp hereby grants to Licensee and Licensee hereby accepts a limited, temporary non-exclusive, non-transferable right and license (the "Evaluation License") to use, through the Site only, the Licensed Software on an evaluation basis free of charge, until the earlier of (a) the ten (10) day after Licensee agrees to be bound by the terms and conditions of this Agreement or (b) the date Licensee purchases the Subscription License (the "Evaluation License Period")
(b) If Licensee wishes to use the Licensed Software after expiration of the Evaluation License Period, then Licensee must purchase a Subscription License and pay the applicable subscription fees (the "Subscription Fees")
Upon Licensee's payment of the applicable Subscription Fees, Licensee's license shall thereafter be deemed to be a Subscription License

(c) The following provisions of this Agreement shall be deemed to be modified as follows during the Evaluation License Period:
(i) During the Evaluation License Period, SubItUp shall provide the Support Services (as defined in Article 7
0) only on a limited, as-available basis

If, upon expiration of the Evaluation License Period, Licensee wishes to continue to use the Licensed Software, then subject to payment of the applicable Subscription Fees and the terms and conditions of this Agreement, SubItUp hereby grants to Licensee and Licensee hereby accepts a limited, non-exclusive, non-transferable right and license (the "Subscription License" and together with the Evaluation License, the "License") to use, through the Site only, the Licensed Software and the Documentation during the Initial Term (as defined in Section 2
1(a)) and any Renewal Term (as defined in Section 2
1(b)), for its internal business use only

2.0 TERM AND TERMINATION

2
1 Term; Initial Term and Renewal Term
(a) If Licensee purchases a Subscription License, then the initial term of the Subscription License (the "Initial Term") shall, unless earlier terminated in accordance with the provisions of this Agreement, be the one (1) year period commencing on day on which the Evaluation License Period expires (the "Effective Date")
(b) If Licensee purchases a Subscription License, then, on the first anniversary of the Effective Date and on each anniversary of the Effective Date thereafter, the term of the Subscription License shall automatically renew for additional one (1) year periods (each, a "Renewal Term") unless either party gives written notice of non-renewal to the other party not less than thirty (30) days prior to the expiration of the then current Initial Term or Renewal Term
The Subscription Fees payable for any Renewal Term shall be at SubItUp's subscription rates then in effect on the date of the expiration of the then current Initial Term or Renewal Term
The Initial Term and Renewal Terms are collectively referred to herein as the "Term"

(c) If the Licensee doesn't purchase a Subscription License prior to the expiration of the Evaluation License Period, then this Agreement shall terminate upon expiration of the Evaluation License Period unless earlier terminated in accordance with the provisions of this Agreement

(d) The Term of this Agreement shall commence on the Effective Date and shall continue thereafter until terminated in accordance with the provisions of this Agreement

2
2 Termination By Either Party
(a) Licensee may terminate this Agreement at any time by providing SubItUp thirty (30) days advanced written of termination
Upon termination of this Agreement by Licensee, the License shall also automatically terminate

(b) Without prejudice to any other rights, SubItUp may terminate this Agreement or the License by providing written notice of termination to Licensee if Licensee breaches or otherwise fails to comply with the terms and conditions of this Agreement
Upon any such termination of this Agreement by SubItUp, the License shall also automatically terminate

2
3 Effect of Termination
(a) Upon termination of the License, Licensee's use of the Licensed Software shall immediately and automatically be discontinued

(b) No termination of the License or this Agreement shall (i) relieve Licensee from its obligation to pay any charges or fees for Subscription Fees accrued by Licensee prior to the termination date (including, without limitation, any remaining monthly Subscription Fees for the balance of the then current Initial Term or Renewal Term), or (ii) obligate SubItUp to refund or otherwise return any payments made by Licensee pursuant to this Agreement
ALL FEES FOR USE OF THE LICENSED SOFTWARE PAID TO SUBITUP ARE NON-REFUNDABLE

(c) The provisions of Sections 2
3, 3
0(a), 4
4, 4
5, 8
1, 8
2, 9
1, 9
2, 10
1, 10
2, 10
3, 10
4, and of Article 11
0 shall survive termination of this Agreement

(a) SubItUp does not own any information, data, text, logos, software, music, sound, photographs, graphics, video, messages or other materials ("Licensee Content") uploaded, posted or stored through Licensee's, and Licensee's user(s)', use of the Licensed Software Licensee, not SubItUp, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Licensee Content, and SubItUp shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Licensee Content
Upon termination of this Agreement, Licensee's right to access or use Licensee Content provided to SubItUp immediately ceases, and SubItUp shall have no obligation to maintain or return to Licensee any Licensee Content
Licensee and Licensee's user(s) hereby grant SubItUp a worldwide, royalty-free, non-exclusive license to host and use the Licensee Content in any way, including, in future modifications of the Licensed Software, other products or services, advertising or marketing materials, and in order to provide Licensee and Licensee's user(s) with the Licensed Software

(b) Licensee acknowledges and agrees that SubItUp (i) may, but has no obligation to, monitor Licensee Content, and (ii) may disclose any Licensee Content necessary or appropriate to satisfy SubItUp's legal obligations, to protect SubItUp or its customers or members, or to operate the Licensed Software properly
SubItUp, in its sole discretion, may refuse to post, remove, or refuse to remove, any Licensee Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement

4.0 OTHER RIGHTS AND LIMITATIONS

4
1 Limitations on Reverse Engineering, Decompilation, and Disassembly
Licensee shall not reverse engineer, decompile, or disassemble the technology and the software underlying the Site or the Licensed Software, except to the extent that this restriction is expressly prohibited by law

4
2 Limitations on Access
The Licensed Software shall not be installed on any computer, server or other device of Licensee, and Licensee has no claim to being provided with the Licensed Software or Documentation in physical form
Licensee's access and use of the Licensed Software and Documentation shall only be through the Site

4
3 Restrictions on Transfer, Modification, and Copying
(a) Licensee shall not copy, modify, rent, lease, transfer, sell, sublicense, distribute, grant a security interest in, or otherwise transfer rights to the Licensed Software, Documentation, or the technology and the software underlying the Site, or permit any third party to use the Licensed Software or Documentation, unless Licensee obtains SubItUp's prior, express written consent

(b) Licensee shall not modify, or attempt to modify, the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site

4
4 Intellectual Property Rights