SOURCE CODE LICENSE AGREEMENT

SOURCE CODE AGREEMENT

IMPORTANT: READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING THE SOURCES YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, PLEASE DO NOT DOWNLOAD, INSTALL, RUN, COPY, OR OTHERWISE USE THE SOURCES OF THE SOFTWARE.

This source code agreement (hereinafter - "Agreement”) is made between Antanas Marcelionis (hereinafter - "amCharts") and you, the customer (hereinafter - "Licensee"). amCharts and Licensee agree as follows:

1. DEFINITIONS
1.1. For purposes of this Agreement, the following definitions shall apply:
(a) "Software" shall mean the particular Software product purchased by Licensee from amCharts.
(b) "Source Code" shall include computer programming code or any computer instructions necessary to compile the Software.
(c) "Derivative Works" means any software programs which are developed by Licensee and which incorporate or contain modifications of any part of Source Code, and including any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion or any other form in which Source Code, may be recast, transformed or adapted.
(d) "Purpose" means the creation of bug-fixes, corrections, enhancements, revisions, modifications and adaptations of Source Code and addition of new user interfaces, features and functionality to the Software.

2. LICENSEE RIGHTS AND RESTRICTIONS
2.1. By completing this Agreement and subject to the restrictions and consideration stated below, amCharts grants Licensee a nonexclusive, nontransferable, perpetual, worldwide right to:
1. use and reproduce as many copies of the Source Code as are reasonably necessary only for the purpose of exercising the rights granted under this Agreement;
2. modify and create Derivative Works of the Source Code for the Purpose;
3. use, reproduce, have reproduced, sell (via sublicense), distribute (via sublicense), perform or otherwise transfer (via sublicense), directly or through distributors or resellers, Derivative Works, only in object code format, that are consistent with the Purpose and subject to the reporting and audit provisions of the Agreement.
2.2. No right is granted to Licensee hereunder to permit, authorize, license or sublicense any third party to view or use the Source Code.
2.3. No right is granted to Licensee hereunder to sell, distribute, make available, publish or otherwise transfer the Source Code except as provided in section 2.1 above.
2.4. Licensee shall not use the Source Code for anything other than its intended, legitimate, and legal purpose.
2.5. Licensee shall not employ Source Code in any way that competes either directly or indirectly with amCharts including but not limited to creation of Derivative Works that compete either directly or indirectly with Software.
2.6. Licensee shall not use the Source Code in any manner not specifically permitted under this Agreement.
2.7. No right is granted under any patents, copyrights, trade secrets, trademarks or other proprietary rights of amCharts, except as expressly granted herein.
2.8. The terms of this Agreement do not entitle Licensee to receive any support or maintenance services from amCharts with respect to the Source Code.

3. OWNERSHIP
amCharts maintains title and ownership of all copyright interests in the Source Code.

4. CONFIDENTIALITY AND PROPRIETARY
Licensee agrees and acknowledges that the Source Code is proprietary, valuable, and not generally known in the industry. Licensee agrees that it will maintain, through reasonable means, the confidentiality of the Source Code, and will not disseminate or allow unrestricted access. Licensee shall not distribute the Source Code to anyone other than employees and software developers of Licensee's organization or third party contractors working on behalf of Licensee’s organization with a need to know. Licensee may be held legally responsible for any infringement of intellectual property rights that is caused or encouraged by Licensee‘s failure to abide by this Agreement.

5. LIMITATION ON LIABILITY
To the maximum extent permitted by applicable law, amCharts shall not be liable to Licensee for any incidental, consequential, special, punitive or indirect damages, including without limitation, damages for loss of profits, business opportunity, data or use, incurred by Licensee or any third party, even if it has been advised of the possibility of such damages.

6. WARRANTY AND DISCLAIMER
6.1. amCharts warrants that it has all right, power and authority to enter into this Agreement and to grant the licenses granted hereunder.
6.2. Except as set forth in section 6.1 above, amCharts makes no representations or warranties with respect to the Source Code. All express or implied representations and warranties, including without limitation any implied warranty of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, is hereby expressly disclaimed. Licensee specifically acknowledges that the Source Code is provided "as is" and may have bugs, errors, defects or deficiencies.

7. INDEMNITY.
Licensee agrees to defend, indemnify and hold harmless amCharts from and against any damages, costs and expenses (including, without limitation, reasonable attorneys fees and costs) arising from or relating to any third party claims, actions or demands that the sale, distribution or other transfer of any Derivative Works by Licensee or its distributors or resellers infringes the intellectual property rights of any third party.

8. TERMINATION.
8.1. This Agreement shall become effective on the date when Licensee pays agreed amount to amCharts, and shall remain in effect perpetually unless terminated as provided herein.
8.2. Without prejudice to any other rights, amCharts shall have the right to terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee shall destroy all copies of the Source Code and all of its component parts.

9. MISCELLANEOUS
9.1. Assignment and Effect: This Agreement shall inure to the benefit of and be binding upon both parties, as well as their employees, employers, agents, parents, subsidiaries, representatives, licensees, and assigns.
9.2. Modifications: There will be no modifications, alterations, or amendments to this Agreement, unless both parties agree in writing.
9.3. Governing Law: This Agreement shall be governed by and construed under the laws of the Republic of Lithuania.
9.4. Jurisdiction and Venue: Should any dispute arise under the terms of this Agreement, such dispute will finally be solved under the procedure established by the laws of the Republic of Lithuania in the Lithuanian court according to the place of domicile of amCharts.
9.5. Transfer of Rights: Without prejudice to any other rights, amCharts shall have the right to transfer any rights and/or obligations hereunder to any third party.