TOPCODER COMPONENT CATALOG DEVELOPER SUBSCRIPTION AGREEMENT


IMPORTANT INFORMATION
The software made available for download is controlled and operated by TopCoder, Inc. from its offices within the United States of America. We make no representation that such software is appropriate or available for use in other locations. Those who choose to access the component catalog and download software from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software accessed from this site is subject to U.S. export controls. No software from this site may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Syria, Sudan or any other country to which the U.S. has embargoed goods or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading, licensing or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. This Agreement governs the use of and access to TopCoder, Inc.'s software component catalog (the "Catalog"), including the use of the software components, the related user instructions and content (the "Components").

You may not use the Components until you have read this Agreement and indicated your unconditional acceptance of it by selecting the "I Agree to the Customer Terms and Conditions stated above" button.

As used in this Agreement, the terms "you", "your" or "user" are synonymous, and refer to the person using the Components in any way. A "registered user" is a user from whom TopCoder has received the information necessary to permit such person to access the Catalog and who complies with the terms of this Agreement. Note that you must be a registered user to access the Catalog.

PERMITTED USES AND RESTRICTIONS ON USE
For each Component downloaded from the Catalog, you are granted a limited, nonexclusive, nontransferable, perpetual, worldwide license to use the Components solely: (a) in source code and object code form; and (b) for your personal and/or internal business or research (including pre-production prototypes) and/or accredited education or not for profit (as defined by 501 (c)(3) or equivalent status) purposes only. If you use the Components under this license for any commercial purposes, or you want to use the Components for any purpose other than as permitted in these terms, you must contact TopCoder to obtain the appropriate license. TopCoder may audit your use of the Components at any time.

You may copy such Components only as reasonably necessary to support an authorized use. You agree to include on each copy that you make all notices and legends embedded in the Components as downloaded from TopCoder. All copies of Components, whether provided by TopCoder or made by you, shall remain the property of TopCoder. As between you and TopCoder, other than the limited license granted to you in this Agreement, TopCoder retains all ownership rights, including but not limited to patent, copyright, trade secret, trade name, trademark and all other intellectual property rights, not expressly granted.

You may modify and add functionality to the Components for your own individual, non-commercial, accredited educational or not for profit purposes only. You may also retain third parties to modify and add functionality to the Components on your behalf for your own individual, non-commercial, accredited educational or not for profit purposes only, provided that such third parties agree to the terms and other restrictions contained in these terms. You must contact TopCoder to obtain the appropriate license to prepare derivative works of, perform, display, rent, lease or lend the Components in any commercial application, for any commercial purpose or for any wide-scale distribution regardless of purpose (including public distribution for non-commercial, accredited educational or not for profit purposes).

At no time shall you attempt to access any other of TopCoder's systems, programs or data that are not made available for public use.

Developer Subscriptions to the Components are provided at no cost to you. However, in exchange for the right to license and download Components from the Catalog pursuant to the Developer Subscription terms, you agree to secure an appropriate license from TopCoder in the event you use the Components in any manner not permitted under the Developer Subscription terms, such as for commercial purposes. With respect to electronic subscriptions: (a) the provisions of state common law or statutes with effects similar to those of Uniform Commercial Code Section 2-201 (Statute of Frauds) shall not apply; (b) such electronic transactions shall be deemed to satisfy any legal formalities requiring that agreements be in writing; and (c) computer maintained records when produced in hard copy form shall constitute business records and shall be admissible to the same extent as other generally recognized business records.

You will retain the capability to download Components from the Catalog pursuant to a Developer Subscription unless you send TopCoder a request to have your subscription cancelled. You may cancel your subscription at any time by sending an email, requesting to unsubscribe, to service@topcoder.com.

Notwithstanding anything to the contrary contained herein, your use of TopCoder's websites is expressly limited to the noncommercial use of Components in the Catalog, unless you secure an appropriate license from TopCoder. By agreeing to these Customer Terms, you also agree to abide by the terms of use as published on TopCoder's websites (www.topcoder.com and www.topcodersoftware.com) as may be amended from time to time. If you breach any provision of the Customer Terms or the terms of use of TopCoder's websites, TopCoder may (i) suspend or terminate your access to the Catalog, and/or (ii) pursue all other available remedies to enforce these Customer Terms and obtain any related payment hereunder, including recovery from you of TopCoder's reasonable costs and legal fees incurred. Furthermore, TopCoder reserves the right to modify, reject or cancel your subscription and access to the Catalog for breach of any or all of the Customer Terms contained herein. Upon expiration or termination of the subscription, the rights granted to you herein shall immediately terminate, and TopCoder shall have no further obligations to you.

SECURITY AND DATA STORAGE
You are the only person authorized to use your user name and password. You shall not permit or allow other persons to have access to or use your user name and password, except if you choose to provide that information to TopCoder's authorized technical support personnel to assist you. You are responsible for the use of the Components under your user name, and for maintaining the confidentiality of your user name and password.

DISCLAIMER OF WARRANTY
THE CONTENTS OF THE CATALOG AND OF TOPCODER'S WEBSITES (INCLUDING, BUT NOT LIMITED TO, ALL SOURCE CODE, COMPONENT DESIGN AND DEVELOPMENT DOCUMENTS, AND ALL TOPCODER MEMBER INFORMATION) ARE PROVIDED "AS-IS." IN ADDITION, TOPCODER DOES NOT WARRANT THAT THE COMPONENTS WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE COMPONENTS WILL BE UNINTERRUPTED OR ERROR FREE. TOPCODER MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHERWISE WITH RESPECT TO THE COMPONENTS LICENSED UNDER THESE CUSTOMER TERMS.

LIMITATION OF LIABILITY AND DAMAGES
You acknowledge that the operation and availability of the communications systems used for accessing the Catalog and/or for downloading the Components (e.g., computer networks and the Internet) can be unpredictable and may, from time to time, interfere with or prevent access to Catalog. TopCoder is not in any way responsible for any such interference with or prevention of your use of or access to the Catalog.

IN NO EVENT SHALL TOPCODER BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF PROFITS OR INVESTMENT OR THE LIKE) WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF SUCH DAMAGES. IN NO EVENT SHALL TOPCODER'S LIABILITY UNDER THESE CUSTOMER TERMS EXCEED THE SUBSCRIPTION FEES PAID.

In using TopCoder's websites, you agree to abide by all applicable laws, rules and regulations, including equal opportunity laws, and you will not use TopCoder's websites to commit a crime, libel, slander, obscenity, indecency, or intellectual property infringement.

The limitations of damages or liability set forth in this Agreement are fundamental elements of the basis of the bargain between TopCoder and you. You acknowledge and agree that TopCoder would not be able to provide this product on an economic basis without such limitations.

INFRINGMENT OF INTELLECTUAL PROPERTY RIGHTS
If TopCoder becomes aware or reasonably believes that any Component licensed to you may infringe the intellectual property rights of a third party, TopCoder shall have the right, but not the obligation, to (i) procure for you the right to continue to use the infringing Component, or (ii) modify or replace the infringing Component to make your use non-infringing while being capable of performing substantially the same function.

At the request of TopCoder, you shall provide TopCoder with a list of all copies and locations of the Components, including Components that have been merged with other software and/or source code, and TopCoder may, from time to time, upon written notice to you, perform an audit of your use of the Components and your compliance with the provisions of these Customer Terms.

Miscellaneous
TopCoder shall have the right to immediately terminate your access to the Catalog or use of the Components in the event of any activities which are in breach of this Agreement or conduct which, in TopCoder's judgment, interferes with the operation of the Catalog or the use of the Components. Termination of this Agreement automatically terminates your license and authorization to access the Catalog and any content or other material contained therein. TopCoder is entitled to enforce its rights hereunder by an action for damages or for specific performance, injunctive or other equitable relief.

TopCoder will not provide any technical support, including phone support, for any of the Components licensed hereunder.

If you work for a company and are subscribing on behalf of your company, you hereby grant TopCoder the right to publicly display on it's websites your company name and logo. In connection with your use of the Components and access to the Catalog, you grant to TopCoder a limited, non-exclusive, nontransferable, royalty-free right to use the trademarks, tradenames, logos and identifications of your company (the "Company Marks"). You agree to be identified as a customer of TopCoder and grant TopCoder permission to refer to your company by name, tradename and/or trademark, if applicable, and to briefly describe your company's business in TopCoder's marketing material, press releases and on it's websites for the sole purpose of promoting your subscription to the Catalog. You represent and warrant that you have the right to license the use of the Company Marks and that you are a duly authorized representative of your company, and you are able to enter into and perform these Customer Terms.

Headings are included for convenience only, and shall not be considered in interpreting this Agreement. This Agreement does not limit any rights that TopCoder may have under trade secret, trademark, copyright, patent or other laws. The employees of TopCoder are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on TopCoder, except in writing signed by an authorized officer of TopCoder. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

These Customer Terms and any rights granted hereunder are personal and shall not be assigned, sublicensed or encumbered, directly or indirectly, by law or by contract, by you without the prior written consent of TopCoder. You will defend, indemnify and hold harmless, at your expense, TopCoder and each of its affiliates, directors and employees from and against any claims, demands, losses, causes of action or damages, including reasonable attorneys fees and settlement costs, to the extent that they are based on a claim that the Company Marks infringe intellectual property rights.

TopCoder shall have the right to directly or indirectly sell, transfer, assign or delegate in whole or in part these Customer Terms, or any rights, duties, obligations or liabilities under these Customer Terms, by operation of law or otherwise. These Customer Terms shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto.

Upon reasonable request by TopCoder, you shall, and shall require each of your subcontractors, employees and agents to execute and deliver such further certificates, acknowledgments, waivers and/or assignments as may be appropriate to give effect to these Customer Terms.