MINDJET END USER LICENSE AGREEMENT These license terms are an agreement between you and the Mindjet

affiliate applicable to you. Please read them. They apply to the Software that accompanies these license terms, which includes the media on which you received it, if any (collectively, the Software). The terms also apply to any Mindjet updates, supplements, Internet-based services, and support services for this Software, unless other terms accompany those items. If so, those terms apply. The Mindjet entity that is applicable to you depends on where you maintain your primary residence: Europe (excluding the UK and Ireland), the Middle East or Africa: Mindjet GmbH UK or Ireland: Mindjet (UK) Ltd. Japan: Mindjet Co. Ltd. (KK) Anywhere else, including the United States: Mindjet LLC BY DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS MINDJET END USER LICENSE AGREEMENT ("EULA"). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE, AND YOU MAY RETURN THE UNUSED SOFTWARE TO THE VENDOR FROM WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS AND REQUEST A REFUND OR CREDIT OF THE LICENSE FEE, IF ANY, ALREADY PAID UPON SHOWING PROOF OF PAYMENT. "YOU" MEANS THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS EULA, THEIR EMPLOYEES, AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT. IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSE YOU ACQUIRE. 1. LICENSE GRANT AND USE RIGHTS FOR THE SOFTWARE. a. License Grant. The Software is licensed, not sold to you. Mindjet reserves all rights not granted to you. Subject to the terms of this EULA and payment of 1

the applicable license fees, Mindjet hereby grants you a non-exclusive, nontransferable license, without rights to sublicense, to use the object code of the Software for internal business or personal use, and as described in the applicable documentatio n for the Software, for the license term set forth in an Ordering Document for the Software. If no license term is explicitly stated, the license term is perpetual. An Ordering Document, as used herein, shall mean a document which states what Software is being purchased, the payment terms, and any additional terms and

conditions regarding installation and use of the Software which may amend or modify those terms set forth herein (e.g., including, but not limited to, quotes, purchase orders, or ecommerce store receipts/confir mations). This grant of rights is subject to the technical restrictions of the Software and/or any additional licensing terms specified in the Ordering Document for the Software. Unless an Alternative Licensing Model is provided for in the Ordering Document for the Software, these license terms permit, for each and every license granted, the 3

installation and use of the Software by one (1) User on as many computers (including operating instances and servers) as he or she likes. An Alternative Licensing Model, as used herein, shall mean any other grant of rights for installation and use including, but not limited to, an unrestricted site license, a site license with maximum user cap, or device license as set forth in an Ordering Document. A User, as used herein, shall mean an individual authorized by you to use the Software, regardless of whether or not the individual is using the Software at any given

time. You may reassign a User license, if and only if: (i) such User has been terminated by you; (ii) such User has been transferred to a non-licensed department within your legal entity; (iii) once every one hundred eighty (180) calendar days; or (iv) upon Mindjets prior written approval or as set forth in the Ordering Document for the Software. Your use of the Software is limited to the country where you have been invoiced for purchase of the Software. However, if you have been invoiced within any of the European Union member states, you may deploy the Software in any of the member 5

states without restriction, subject to the terms of this EULA. You may use, but not exploit or distribute, and copy, for internal business and personal use and reference purposes only, the documentatio n accompanying the Software in connection with permitted uses of the Software. b. Installation and Use Rights. You may copy the Software in machinereadable form solely for cold back-up or archival purposes only, You may copy and use images, clip art, animations, sounds, music, shapes, video clips and templates provided with the Software

and identified for such use in maps that you create. Unless otherwise specified in a license unique to a map or map template you purchase, you may distribute your maps. c. Title. Mindjet retains all right, title, and interest in and to the Software and its documentatio n and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. You may not remove any titles, trademarks or trade names, copyright 7

notices, legends, or other proprietary markings on the Software and its documentatio n. You are not granted any rights to any trademarks or service marks of Mindjet. Mindjet retains all rights not expressly granted to you in this EULA. 2. ADDITIONAL LICENSING RESTRICTIONS. a. Use Restrictions. Unless applicable law gives you more rights despite this limitation, you may use the Software only as expressly permitted in this agreement. You may not: modify or create derivative works based upon the Software; create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Software and the terms of this EULA; reverse engineer, decompile or disassemble the Software, or otherwise attempt

to derive source code from the Software, in whole or in part except and only to the extent that applicable law expressly permits; make more copies of the Software than specified in this agreement or allowed by applicable law; publish the Software for others to copy; use the Software in any way that is against the law; sell, license, sublicense, distribute, rent, lease or lend the Software or otherwise transfer in whole or in part the Software or the license key to the Software to another party, except as otherwise set forth herein; or use the Software for commercial Software hosting services. b. No Downgrade Right. The rights granted in this agreement do not include the right to use a previous version of Software than the purchased one (downgrade right). Downgrade rights may only be obtained through the purchase of Mindjet Software Assurance and Support, as defined below, for the Software. c. Reporting. You will maintain 9

accurate records as to your use of the Software as authorized by this EULA, for at least two (2) years from the last day on which support services and/or the license term expires for the applicable Software. During the term of this agreement, you will provide in a timely manner and upon request of Mindjet a report of the number of installed instances or users of the Software. Mindjet may request such a report at most once a calendar year. d. Audit Right. Mindjet may audit, at its own expenses, your compliance with regards to the use

rights of the Software. The auditors will be appointed by Mindjet. Such an audit may only be performed once a calendar year during normal business hours in your place of business and may not unreasonably affect your operations. If the audit proves your noncomplianc e with the use right set forth herein, Mindjet will invoice you and you shall promptly pay for any noncompliant Software licenses at the rate of the then-current Mindjet end user price list. If the number of noncompliant Software licenses exceeds five percent (5%) of the total amount of licenses 11

reported by you, the reasonable costs for the audit shall be borne by you. 3. SUPPORT SERVICES. Mindjet provides free online support services for the Software as described at www.mindjet.com/us/support/s upport_center/index.php. Mindjet provides additional support services, including, but not limited to, telephone support, upgrades, and updates for an additional fee (hereinafter, Mindjet Software Assurance and Support or MSA). Paid MSA services are described at www.mindjet.com/pdf/eng/Min djet_Support_Guide.pdf. The terms of these MSA services may be updated from time to time by Mindjet. Legal terms related to paid MSA services are set forth at http://www.mindjet.com/legal/t erms-maintenance-support and are hereby incorporated by reference. By accepting the terms of this EULA, you are accepting the legal terms related to paid MSA services. In particular, please note that by purchasing MSA, you consent to Mindjet automatically renewing your MSA subscription annually and invoicing you (or charging your credit card, as applicable) annually for such renewal. Any supplemental software code or related materials that

Mindjet provides you as part of any support services, paid or otherwise, are to be considered part of the Software and are subject to the terms and conditions of this EULA. Mindjet may use any technical information you provide to Mindjet for any Mindjet business purposes, without restriction, including for product support and development. 4. LIMITED WARRANTY. Mindjet warrants that the media on which the Software is distributed, if applicable, will be free from defects, and that the Software shall conform substantially to the description in its documentation for the greater of the period of sixty (60) days from delivery of the Software to you or the period for which Mindjet provides the Software to you on a subscription basis, unless otherwise required by applicable law. If the media is defective, your sole remedy in the event of a breach of this warranty will be that Mindjet will replace any defective media returned to Mindjet within the warranty period. If the Software does not substantially conform to the description in its documentation, your sole remedy will be that Mindjet shall, at its option, correct the defects in the Software or refund the license fees you paid, if any, related to the Software provided that (a) the 13

Software has been properly installed and used at all times and in accordance with the instructions in its documentation; (b) no modification, alteration, or addition has been made to the Software product by persons other than Mindjet or its authorized representative; and (c) Mindjet receives written notice of the non-conformity within the warranty period.
EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW,

MINDJET AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA, OR COMMUNICATION WITH YOU INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 5. LIMITATION ON AND EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, YOU CAN RECOVER FROM MINDJET, ITS LICENSORS, AND ITS RESELLERS ONLY DIRECT DAMAGES UP TO THE AMOUNT

YOU PAID FOR THE SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. This limitation applies to (i) anything related to the Software, services, content (including code) on third party Internet sites, or third party programs, and (ii) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if (i) any remedy fails of its essential purpose, (ii) Mindjet, its licensors, and resellers knew or should have known about the possibility of the damages; or (iii) Mindjet, its licensors, and resellers have been advised of the possibility of such damages. Some countries and states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. 6. PUBLICITY. Mindjet may use your corporate logo on client lists in various forms (e.g., a printed list, an online list, etc.) and in other marketing materials, for the sole purpose of identifying you (or your employer, as the case may be) 15

as a customer of Mindjet. In any use of your logo, we will comply with any logo usage guidelines that you may provide and we will promptly fix any defect that you bring to our attention. Mindjet may use your name, logo, website link, quote, and any other information that you may provide to develop case studies, press releases, and other marketing pieces in any form (e.g., print, audio, video, and other formats) that pertain to your use of Mindjet products or services. Mindjet may publish and freely distribute all such information, quote(s) or input. Mindjet will never broadly publish your individual contact information (i.e., it will not appear on our customer list or in a case study) without your prior written consent. Mindjet is not obligated to publish or otherwise use any information or logo that you may provide. The rights that you grant to Mindjet are without any fee or royalty. 7. TERM AND TERMINATION. a. Term. This EULA shall be effective upon acceptance and expire upon expiration of the license term. b. Termination. Mindjet may terminate this

EULA immediately and without notice if you fail to comply with any term of this EULA. c. Effect of Termination. In the event of termination, you must destroy all copies of the Software, its documentatio n, and any license key provided to you. In addition you must remove all copies of the Software, including all backup copies, from any and all servers, computers, and terminals on which it is installed. From time to time, Mindjet may change the terms of this EULA. Mindjet will notify you of such change. Your continued use of the Software will indicate your 17

agreement to the change. Any provision of this EULA that requires or contemplates execution after termination or expiration of this EULA shall survive, including, but not limited to Sections 4 (Limited Warranty), 5 (Limitation and Exclusion of Damages), 7 (Term and Termination), 8 (General), and 9 (Special Provisions for Residents of Member States of the European Economic Community). 8. GENERAL. a. Entire Agreement. This agreement (including the warranty above), any addendum or amendment, and the terms for

supplements, updates, Internet-based services and support services that you use, are the entire agreement for the Software and support services. b. Headings. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA. c. Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified, or any rights under it waived, by a written document executed by the party 19

against which it is asserted. d. Severability. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected. e. Export Restrictions. The Software is subject to United States export laws and regulations (Export Controls). You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations,

end users, and end use. f. Personal Data. You acknowledge and agree that Mindjets provision of the Software and any support services to you may require Mindjet to process or store your personal data and to transmit such data internally within Mindjet or to Mindjets affiliates. Such processing, storage, and transaction shall only be to the extent necessary for, and for the sole purpose of, enabling Mindjet to perform its obligations hereunder and may take place in any of the countries in which Mindjet and its affiliates conducts 21

business, which may include countries outside of the European Economic Area. Mindjet affirms to you that Mindjet LLC currently abides by the safe harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of data from the European Union. g. Governing Law. If you obtained your license in Europe (excluding the UK and Ireland), the Middle East or Africa, this agreement shall be governed by the laws of Germany. If you obtained your license in the United Kingdom or Ireland, this agreement

shall be governed by the laws of the United Kingdom. If you obtained your license in Japan, this agreement shall be governed by the laws of Japan. If you obtained your license anywhere else, these Terms shall be governed by the laws of the State of California. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. h. Legal Effect. This agreement describes 23

certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the Software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so. i. Deployment, Assignment, Transfer. Mindjet may assign this agreement in whole or in part. You may deploy the Software within your legal entity and any of your Affiliates (defined below) provided that: (A) such deployment is

made only within the region in which you purchased the Software (see the second paragraph of this agreement for a description of the applicable regions) and (B) the Affiliate at which the Software is deployed accepts and agrees to comply with all of the terms and conditions of this agreement. You may assign all of your rights under this agreement to use the Software, if and only if the License Term of the Software is perpetual, and may thereafter transfer the Software to another person or legal 25

entity that is not an Affiliate provided that: (x) the transfer is only made within the applicable region in which the Software was purchased, (y) you also transfer this agreement and the Software and all other software bundled with the Software as acquired by you, including all copies, updates, and prior versions to such person or entity and (z) the transferee accepts and agrees to comply with all of the terms and conditions of this agreement. Any attempt to deploy Software or assign this agreement in violation of this Section shall be void. Subject to the

foregoing, this agreement will be binding upon and will inure to the benefit of the parties permitted successors and assignees. For purposes of this agreement, an Affiliate, with respect to your legal entity, shall mean another legal entity that controls, is controlled by, or is under common control with, your legal entity. Control for this purpose shall mean 50% or greater voting power. j. Other. Mindjet and MindManager are registered trademarks of Mindjet LLC in the United States and/or various jurisdictions.

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9. SPECIAL PROVISIONS FOR RESIDENTS OF MEMBER STATES OF THE EUROPEAN ECONOMIC COMMUNITY.

a. Limitation of Liability for Users Residing in a Member State of the European Community. If you obtained the Software in a Member State of the European Community, and you usually reside in such a country, then Section 5 (Limitation On and Exclusion of Damages) does not apply. Instead, except as provided in this paragraph, Mindjets statutory liability for damages shall be limited as follows: (i) Mindjet shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in 29

respect of damages caused by a slightly negligent breach of a material contractual obligation and (ii) Mindjet shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation. The aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular, to liability caused by wrongful intent or gross negligence, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries. You

are required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and your computer data subject to the provisions of this agreement. b. Limited Warranty for Users Residing in a Member State of the European Community. If you obtained the Software in a Member State of the European Community and you usually reside in such a country, then Section 4 (Limited Warranty) does not apply. Instead, Mindjet warrants that the Software provides the functionalities set forth in the 31

accompanying documentatio n (the "agreed upon functionalities" ) for the limited warranty period following receipt of the Software when used on the recommended hardware configuration. As used in this sub-section, "limited warranty period" means one year if you are a business user and two years if you are not a business user. Nonsubstantial variation from the agreed upon functionalities shall not be considered and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO SOFTWARE PROVIDED TO YOU FREE OF

CHARGE, FOR EXAMPLE, UPDATES, PRE-RELEASE, TRIAL, VIEWER, OR SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. To make a warranty claim, during the limited warranty period you must return, at our expense, the Software and proof of purchase to the location where you obtained it. If the functionalities of the Software vary substantially from the agreed upon functionalities, Mindjet is entitled by way of reperformance and at its own discretion to repair or 33

replace the Software. If this fails, you are entitled to a reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission). c. Assignment, Transfer for Users Residing in a Member State of the European Community. If you obtained the Software in a Member State of the European Community, and you usually reside in such a country, then the limitation in clause (x) Section 8(i) (Deployment, Assignment, Transfer) (pertaining to transfer of the Software) shall not apply to you. If you are licensing Mindjet MindManager, those provisions set forth in Section 10 below apply to you. For all other products licensed hereunder, those provisions set forth in Section 10 below DO NOT apply to you. 10.TERMS SPECIFIC TO

MINDMANAGER. a. MindManager Share Limits. Mindjet may limit the amount of maps (by number of maps, amount of aggregate storage or otherwise) from time to time that may be shared using the MindManager Share functionality. If you are a user of Mindjets Catalyst collaboration service, specific limits apply to you pursuant to the terms of service applicable to that service and the size of your Catalyst account. If and when Mindjet limits the amount of maps that may be shared using the Share functionality, the specific limits, and a 35

notification of when they will be enforced, will be published on the Share management page. b. Shared Content Security. You acknowledge that sharing content with the Share functionality in MindManager is not intended as a secure means of content transfer. Using this functionality makes the shared content public in nature by generating a unique external link (URL) to the content hosted on Mindjets servers. The content so shared will not be password protected and will be discoverable and downloadable on the Internet

via web browser by any person who possesses the applicable URL. By using the Share function within MindManager, you assume the risk that the content so shared may be discovered by third parties who you did not intend to view the content. MindManager s Share functionality is not designed for use with materials that are highly confidential in nature. Mindjet may, on its own or through the use of thirdparty vendors or technology, track activity related to shared documents for an unlimited period of time for purposes of improving this service. c. Internet-Based Services. 37

Mindjet provides Internet-based services with the Software, such as features in the Software can retrieve related content from Mindjet and provide it to you. Examples of these features include template, updates and online assistance. You may choose not to use these Internet-based services. Except as otherwise noted in materials accompanying a service, Mindjet may change or cancel them at any time. These Internet-based services connect to Mindjet or service provider computer systems over the Internet.

In some cases, you will not receive a separate notice when they connect. d. Trial and Conversion. If you receive the Software on a trial basis, your rights to use trial Software are limited to the trial period. The trial Software and length of the trial period are set forth during the activation process, and the trial version may contain a subset of the features and functions of the full version. You may have the option to convert your trial rights to subscription or perpetual rights. Conversion options will be presented to you at the expiration of your trial 39

period. After the expiration of any trial period without conversion, most features of the trial Software will stop running. At that time the Software will revert to Viewer status - you can continue to open, view and print any documents you created with the trial Software. If the Software is a version that you have converted or exchanged from a valid licensed prior version, you agree that by Installing and using the Software, you will no longer use the prior version. Mindjet reserves the right to require certification of the destruction of such previous version of the Software.

e. Upgrade. If you receive an upgrade to the Software pursuant to MSA or purchase of an Upgrade license, upon upgrade, this agreement takes the place of the agreement for the Software you upgraded from. After you upgrade, you may no longer use the earlier version of the Software you upgraded from. f. NFR Licenses. If you receive the Software pursuant to a Not-For-Resale (NFR) license, you may not resell or transfer the license to any third party. g. Trial and NFR License Warranty Disclaimer. If you receive the Software on a trial basis 41

or pursuant to a NFR license, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MINDJET AND ITS LICENSORS BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE SOFTWARE THROUGH AND AFTER THE EXPIRATION OF THE TRIAL. h. Term Licenses, Subscription Software. If you licensed the Software on a subscription basis for a limited license term, your rights to use the Software are limited to

the license term set forth in the Ordering Document. You may have the option to extend the license term or convert to a perpetual license. If you extend the license term, you may continue using the Software until the end of your extended subscription. After the expiration of your subscription, you are legally obligated to discontinue your use of the Software and uninstall it. Mindjet reserves the right to require certification of the uninstallation of the Software. As part of your subscription, MSA services are included in the applicable 43

license fee. When your subscription ends, MSA services will also be terminated. i. Third Party Readme. The THIRDPARTYR EADME is available here: http://www.mi ndjet.com/lega l/thirdpartyrea dme.