Intuit Public License Version 1.0 THE ACCOMPANYING PROGRAM IS PROVIDED UNDER THE TERMS OF THIS INTUIT PUBLIC LICENSE (ÒAGREEMENTÓ). ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM CONSTITUTES RECIPIENT'S ACCEPTANCE OF THIS AGREEMENT. 1. DEFINITIONS ÒContributionÓ means: (a) in the case of Intuit Inc. (ÒIntuitÓ), the Original Product, and (b) in the case of each Contributor, (i) changes to the Product, and (ii) additions to the Product; where such changes and/or additions to the Product originate from and are distributed by that particular Contributor. A Contribution 'originates' from a Contributor if it was added to the Product by such Contributor itself or anyone acting on such Contributor's behalf. Contributions do not include additions to the Product which: (i) are separate modules of software distributed in conjunction with the Product under their own license agreement, and (ii) are not derivative works of the Product. ÒContributorÓ means Intuit and any other entity that distributes the Product. ÒLicensed PatentsÓ mean patent claims licensable by a Contributor which are necessarily infringed by the use or sale of its Contribution alone or when combined with the Product. ÒOriginal ProductÓ means the original version of the software accompanying this Agreement as released by Intuit, including source code, object code and documentation, if any. ÒProductÓ means the Original Product and Contributions. ÒRecipientÓ means anyone who receives the Product under this Agreement, including all Contributors. 2. GRANT OF RIGHTS (a) Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute and sublicense the Contribution of such Contributor, if any, and such derivative works, in source code and object code form. (b) Subject to the terms of this Agreement, each Contributor hereby grants Recipient a non-exclusive, worldwide, royalty-free patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Contribution of such Contributor, if any, in source code and object code form. This patent license shall apply to the combination of the Contribution and the Product if, at the time the Contribution is added by the Contributor, such addition of the Contribution causes such combination to be covered by the Licensed Patents. The patent license shall not apply to any other combinations which include the Contribution. (c) Recipient understands that although each Contributor grants the licenses to its Contributions set forth herein, no assurances are provided by any Contributor that the Product does not infringe the patent or other intellectual property rights of any other entity. Each Contributor disclaims any liability to Recipient for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, each Recipient hereby assumes sole responsibility to secure any other intellectual property rights needed, if any. For example, if a third party patent license is required to allow Recipient to distribute the Product, it is Recipient's responsibility to acquire that license before distributing the Product. (d) Each Contributor represents that to its knowledge it has sufficient copyright rights in its Contribution, if any, to grant the copyright license set forth in this Agreement. 3. REQUIREMENTS A Contributor may choose to distribute the Product in object code form under its own license agreement, provided that: (a) it complies with the terms and conditions of this Agreement; and (b) its license agreement: (i) effectively disclaims on behalf of all Contributors all warranties and conditions, express and implied, including warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; (ii) effectively excludes on behalf of all Contributors all liability for damages, including direct, indirect, special, incidental and consequential damages, such as lost profits; (iii) states that any provisions which differ from this Agreement are offered by that Contributor alone and not by any other party; and (iv) states that source code for the Product is available from such Contributor, and informs licensees how to obtain it in a reasonable manner on or through a medium customarily used for software exchange. When the Product is made available in source code form: (a) it must be made available under this Agreement; and (b) a copy of this Agreement must be included with each copy of the Product. Each Contributor must include the following in a conspicuous location in the Product: Copyright ©2000, Intuit Inc. and others. All Rights Reserved. In addition, each Contributor must identify itself as the originator of its Contribution, if any, in a manner that reasonably allows subsequent Recipients to identify the originator of the Contribution. 4. COMMERCIAL DISTRIBUTION Commercial distributors of software may accept certain responsibilities with respect to end users, business partners and the like. While this license is intended to facilitate the commercial use of the Product, the Contributor who includes the Product in a commercial product offering should do so in a manner which does not create potential liability for other Contributors. Therefore, if a Contributor includes the Product in a commercial product offering, such Contributor (ÒCommercial ContributorÓ) hereby agrees to defend and indemnify every other Contributor (ÒIndemnified ContributorÓ) against any losses, damages and costs (collectively ÒLossesÓ) arising from claims, lawsuits and other legal actions brought by a third party against the Indemnified Contributor as a result of warranty, support, indemnity, or liability terms agreed to by the Commercial Contributor in connection with its distribution of the Product in a commercial product offering. 5. NO WARRANTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN ÒAS ISÓ BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each Recipient is solely responsible for determining the appropriateness of using and distributing the Product and assumes all risks associated with its exercise of rights under this Agreement, including but not limited to the risks and costs of program errors, compliance with applicable laws, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. 6. DISCLAIMER OF LIABILITY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. GENERAL If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable. If Recipient institutes patent litigation against a Contributor with respect to a patent applicable to software (including a cross-claim or counterclaim in a lawsuit), then any patent licenses granted by that Contributor to such Recipient under this Agreement shall terminate as of the date such litigation is filed. In addition, If Recipient institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Product itself (excluding combinations of the Product with other software or hardware) infringes such Recipient's patent(s), then such Recipient's rights granted under Section 2(b) shall terminate as of the date such litigation is filed. All Recipient's rights under this Agreement shall terminate if it fails to comply with any of the material terms or conditions of this Agreement and does not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If all Recipient's rights under this Agreement terminate, Recipient agrees to cease use and distribution of the Product as soon as reasonably practicable. However, Recipient's obligations under this Agreement and any licenses granted by Recipient relating to the Product shall continue and survive. Intuit may publish new versions (including revisions) of this Agreement from time to time. Each new version of the Agreement will be given a distinguishing version number. The Product (including Contributions) may always be distributed subject to the version of the Agreement under which it was received. In addition, after a new version of the Agreement is published, Contributor may elect to distribute the Product (including its Contributions) under the new version. No one other than Intuit has the right to modify this Agreement. Except as expressly stated in Sections 2(a) and 2(b) above, Recipient receives no rights or licenses to the intellectual property of any Contributor under this Agreement, whether expressly, by implication, estoppel or otherwise. All rights in the Product not expressly granted under this Agreement are reserved. This Agreement is governed by the laws of the State of California and the intellectual property laws of the United States of America. No party to this Agreement will bring a legal action under this Agreement more than one year after the cause of action arose. Each party waives its rights to a jury trial in any resulting litigation.