Premable

The following terms and conditions (hereinafter, "Agreement") shall apply when an individual or organization (hereinafter, "customer") purchases a new software license for the Discus Professional discussion board software (hereinafter, "software") that is developed and distributed by DiscusWare, LLC. The customer and DiscusWare, LLC may be collectively referred to as the "parties."

Scope of Services

DiscusWare, LLC hereby agrees to provide the following technical support and advisory services ("Technical Support") to the customer, commencing on the date on which the customer purchases a Discus Professional license, and expiring one year thereafter.

1. To authorize the customer's license to access any new version of Discus Professional, upon the first public release of any new version of Discus Professional while customer's license is covered under this Agreement, provided that the customer's license is in good standing and all of customer's other obligations (under this Agreement or otherwise) to DiscusWare, LLC have been met.

2. To allow the customer to submit support requests through a web page on DiscusWare, LLC's web server, and to respond to any such inquiries by electronic mail (e-mail) not later than at the conclusion of the second full business day following receipt of that inquiry. (A "business day" consists of the time period from 9:00 AM to 5:00 PM, United States central time, on a Monday through Friday on which the United States Postal Service delivers mail.) The acceptance of such a support request is contingent on the support request pertaining to a licensed, registered software implementation under the license number stated above, and that the software implementation is running a version of the Discus Professional software that is noted as being currently under support on the DiscusWare, LLC website. (Failure of customer's electronic mail server to receive such a message, or of customer to read that message due to automated filtering technology, shall not constitute a violation of this provision by DiscusWare, LLC.)

3. To provide to the customer, by electronic mail, advice, pointers to documentation, and suggestions to cause the implementation of DiscusWare, LLC software product that is under support to function according to its documentation.

4. To provide to the customer other assistance that, in its sole and absolute discretion, DiscusWare, LLC deems that it is qualified and willing to provide, that would benefit the customer and be relevant to any inquiries that the customer has submitted.

5. To see through to their conclusion any Technical Support requests that were properly submitted prior to the expiration date of this Agreement, and can be concluded no more than five (5) business days after the expiration date of this Agreement.

Items Not Supported

Services not specifically enumerated in the the "Scope of Services" above are specifically excluded from coverage under this Agreement. In particular, DiscusWare, LLC is not obligated to participate in communication by means other than electronic mail, or with any person or party other than the customer, and is explicitly released from any and all obligations relating to the following:

1. Providing support, consulting, or assistance for any topic that is not documented in materials made available by DiscusWare, LLC, or that is documented or referenced in materials in which a specific disclaimer of non-support or other support policy is stated.

2. Providing support, consulting, or assistance caused directly or indirectly by an action of the customer or anyone acting on his behalf, others with access to the customer's server, or automated processes running on the customer's server, that specifically contradicts the software's documentation or does any of the following: (1) Modifies any part of the software except as documented in the documentation that accompanies the software and that does not include a disclaimer of non-support; (2) Modifies the data files produced by the software, either intentionally or unintentionally; (3) Deletes or moves any file placed by the software via any process outside of the software; or (4) Attempts to use a feature that has a system requirement that the customer's server does not meet.

3. Troubleshooting problems with or configuring a customer's web server hardware or software, including providing support for the operating system or other software not developed by DiscusWare, LLC, or providing documentation, training, education, or advice with regard to the same, even if said hardware or software is listed as a requirement for running DiscusWare, LLC software.

4. Logging in to customer's server or discussion board system, or performing fixes thereupon, even if DiscusWare, LLC is providing advice for the same, unless the parties agree to have DiscusWare, LLC perform such service.

Non-Production Releases

From time to time, DiscusWare, LLC may make available non-production releases of its software for the purposes of testing or evaluation. These versions will be designated as "alpha,", "beta," or "release candidate" as appropriate. DiscusWare, LLC may choose to specify separate policies concerning the availability of Technical Support or the method in which that Technical Support is provided, by publishing those policies on its website. Such policies, upon publication, shall supersede the "Scope of Services" stated herein in any instance where the customer requests Technical Support on a non-production software version. Such policies are subject to change at any time, without notice. The customer acknowledges that non-production releases are intended for use only in a testing capacity, and should the customer choose to install and run any such non-production software version, the customer accepts any and all risks associated with doing so.

Payment Terms

Should the payment for the customer's Discus Professional license be returned or denied for any reason, or any monies owed under any Agreement with or for any purchase from DiscusWare, LLC be late, DiscusWare, LLC may terminate this Agreement immediately and without warning. DiscusWare, LLC is under no obligation to provide any services to the customer under this Agreement at any time that a late payment is outstanding, and it is in the discretion of DiscusWare, LLC whether to restore service under this Agreement should the late payment situation be rectified.

Expiration, Renewal, and Upgrade

This Agreement expires one year following the customer's purchase of a Discus Professional license. This Agreement is not renewable, although nothing in this Agreement shall be construed to prevent the parties from entering into a new contract upon the expiration of this one. DiscusWare, LLC makes no guarantee of continuing to offer Technical Support or similar services beyond the expiration date written hereon, nor does DiscusWare, LLC make a guarantee that rates will be the same should the customer be interested in procuring a contract similar to this Agreement. DiscusWare, LLC strongly advises any customers interested in continuing to receive these or similar services beyond the expiration date of this Agreement to inquire at least thirty (30) days in advance of the expiration of this Agreement, to avoid lapses in service.

Excessive Use

This Agreement and DiscusWare, LLC's support services are optimized, both in design and pricing, to provide the customer with occasional and situational access to Technical Support services. This optimization will fail upon excessive use of these services by any one customer. "Excessive use" as used in this section occurs upon the submission of three or more requests for Technical Support for the same implementation within any one-week period; submitting five or more such requests within any one-month period; or averaging four or more such requests per month during any consecutive three-month period.

In the case that the customer makes excessive use of the services as defined herein, DiscusWare, LLC may, at its option, warn the customer via electronic mail or in writing, prevent the customer from initiating new requests for services for a period of up to one week, and/or be released from response time deadlines stated in this Agreement for all pending requests from that customer. In the most extreme cases, as determined by the DiscusWare, LLC Manager of Support, this Agreement may be terminated without refund, where such termination is due to the violation of this provision by the customer.

Acceptable Use Policy

No customer or anyone acting on his behalf shall use, or attempt to use, the Technical Support services or other resources of DiscusWare, LLC in such a way as is disruptive to DiscusWare, LLC or its other customers. This prohibition includes, but is not limited to, repeatedly attempting to open duplicate or meaningless support cases, disrupting ongoing discussion or otherwise violating the posting guidelines of any online discussion board operated by DiscusWare, LLC, attempting to open a support case via telephone when telephone support is not authorized, repeatedly calling or attempting to tie up DiscusWare, LLC's telephone system, attempting to contact DiscusWare, LLC employees in any other way than as prescribed by this Agreement (such as looking up and calling home telephone numbers), or engaging in any other conduct that harasses, threatens, slanders, or otherwise disparages any customer or employee of DiscusWare, LLC, or DiscusWare, LLC as a business entity. Should the customer violate this provision, DiscusWare, LLC may, at its option, terminate this Agreement immediately and without warning (where such termination is treated as a violation of this Agreement by the customer) and/or take appropriate technical and/or legal steps to curb, eliminate, or reduce the disruption.

Software License Agreements

The customer agrees to use any software developed by DiscusWare, LLC according to the license agreement that applies to that software. Should the customer or anyone acting on his behalf violate that license agreement and DiscusWare, LLC terminate that license for the violation, then this Agreement, being tied to that license, is automatically terminated without refund, on the grounds that the customer has violated this provision of this Agreement.

Termination and Refund Policies

Except in the case that this Agreement terminated because it is replaced with another contract, termination of this Agreement prior to the scheduled expiration date immediately suspends the right of customer to open new support requests, cancels any existing support requests, and eliminates any other current and future obligations of DiscusWare, LLC in the "Scope of Services" above. All other terms and conditions of this Agreement shall remain in force following termination.

The customer may terminate the Agreement at any time and for any reason by notifying DiscusWare, LLC of the customer's intention to do so. DiscusWare, LLC may terminate this Agreement by providing thirty (30) days' notice to the customer of its intention to do so, if DiscusWare, LLC ceases to offer this Agreement, or a substantially similar one, to all customers.

Either party may terminate this Agreement immediately by providing notice to the other party should the other party violate this Agreement. Any customer not satisfied with the service provided on any support request is encouraged although not required to contact the DiscusWare, LLC Manager of Support, who will review the complaint and attempt to address it to the satisfaction of all parties.

Within thirty (30) days of the customer's Discus Professional license purchase, should DiscusWare, LLC notify customer of its intention to terminate this Agreement for any reason other than the customer's violation of this Agreement, or violate this Agreement, the customer may terminate this Agreement and request that DiscusWare, LLC issue a full refund for the purchase price of that Discus Professional license. Should customer make such a request, the refund will be provided only upon verification that the customer has removed any installations of Discus Professional, has destroyed any copies of the software that may have been downloaded, and has agreed to forfeit all rights under the software's license agreement. Should customer choose to continue using the software, or should the termination occur more than thirty (30) days after the customer's Discus Professional license purchase, then no refund shall be due under any circumstances.

Transfer Policy

This Agreement is tied to the customer's Discus Professional license. If the customer's Discus Professional license is transferred to a new licensee, then this Agreement automatically transfers to that new licensee. This Agreement cannot be transferred to another individual or organization unless customer's Discus Professional license is transferred as to that same individual or organization. A condition of transfer of this Agreement is that the new licensee accept this Agreement and assume the role of "customer" through the lifetime of this Agreement. The terms of the software license shall dictate the conditions under which a license transfer is granted.

Limitation of Liability

DISCUSWARE, LLC DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. DISCUSWARE, LLC WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR ANY OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE FROM DISCUSWARE, LLC OF ANY PRODUCT OR SERVICE, DISCUSWARE, LLC IS NOT LIABLE FOR ANY AMOUNT OF DAMAGES THAT EXCEED THE AMOUNT INVOICED FOR THE APPLICABLE PRODUCTS OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL APPLY EVEN IF SUCH REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SHOULD THE OTHER LIMITATIONS ON LIABILITY STATED IN THIS AGREEMENT FAIL, THEN DUE TO THE DIFFICULTY IN FORESEEING ALL POSSIBLE DAMAGES, THE MAXIMUM DAMAGES FOR WHICH DISCUSWARE, LLC WILL BE LIABLE UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER TO EFFECT THIS AGREEMENT.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

NEITHER CUSTOMER NOR DISCUSWARE, LLC SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

PRODUCTS SOLD BY DISCUSWARE, LLC ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED FOR USE IN HIGH-RISK ACTIVITIES IN ANY ENVIRONMENT WHERE SUCH USE COULD LEAD TO INJURY OR DEATH. DISCUSWARE, LLC SPECIFICALLY DISCLAIMS ANY WARRANTIES, EXPRESS IMPLIED, OF FITNESS FOR HIGH-RISK ACTIVITIES.

Jurisdiction

The execution, interpretation, performance and termination of this Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Both the customer and DiscusWare, LLC submit to the jurisdiction of the courts of the State of Wisconsin. Both the customer and DiscusWare, LLC agree to commence any litigation that may arise hereunder in the courts located in the Judicial District of Dane County in the State of Wisconsin.

Entire Agreement

This Agreement and all other agreements, exhibits, and schedules referred to in this Agreement constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior and contemporaneous understandings or agreements of the parties. This Agreement may not be contradicted by evidence of any prior or contemporaneous statements or agreements. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation, understanding, agreement, commitment or warranty outside those expressly set forth in this Agreement.

Waiver

A waiver on the part of any party hereto of any rights or interests of any party under this Agreement shall not constitute the waiver of any other rights or interests or any subsequent waiver of such rights or interests. The failure of any party at any time to require performance by the other party under any provision of this Agreement shall not affect the right of such party to require full performance from the other party at any time thereafter.

Notice

Except as previously described in the procedure for customer to request Technical Support under this Agreement, any notice, request or other communication to be given or made under this Agreement shall be made in writing. Any such communication may be delivered by hand, mail, electronic mail, or established courier service to the parties' addresses specified below or at such other address that a party notifies to the other party from time to time, and will be effective upon receipt.

Notice to DiscusWare, LLC may be given in writing to DiscusWare, LLC; 3214 Snowy Parkway; Madison, WI 53719; or sent via electronic mail to sales@discusware.com. Notice to the customer may be given to the electronic mail or postal address provided at the time of the customer's purchase of Discus Professional, or at an updated address as may be communicated by the customer from time to time.