MXGRAPH GENERAL LICENSE STATEMENT AND LIMITED WARRANTY IMPORTANT - READ CAREFULLY This license statement and limited warranty constitutes a legal agreement ("License Agreement") between You (either as an individual or a single entity) and JGraph Ltd. for the software product ("Software") identified above, including any software, media, and accompanying on-line or printed documentation. By installing, copying, or otherwise using the Software, you are agreeing to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not authorized to use this Software. Definitions: "mxGraph" shall mean a programmer's toolkit for building interactive online diagramming applications as originally created by JGraph Ltd "Software " shall mean mxGraph, as originally created by JGraph Ltd. "Licensee" is you, only if you agree to be bound by the terms and conditions set forth in this Agreement. "Commercial use" means use by any organisation or private individual where the use does affords the Licensee any financial gain. Use of the Software internally within a for-profit organisation constitutes commercial use. "Source code" means the Javascript files in the Software package BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT. Upon your acceptance of the terms and conditions of the License Agreement, JGraph Ltd. grants you the right to use the Software in the manner provided below. This license is perpetual, no additional payment is required to maintain it, with the exception of you breaking any part of this license, in which case you lose all rights under the license. You may transfer the rights granted to you under this agreement in and to the Software and documentation on a permanent basis provided you retain no copies, the recipient agrees to the terms of the License Agreement and the total number of developers licensed to use the software, in the case of a company license, does not exceed twice the number of licensed developers at the time of license purchase. JGraph Ltd must be informed in writing of the transfer. Except as provided in the License Agreement, you may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share or electronically transmit or receive the Software, media or documentation. When transferring licenses, the whole of the licensed product must be transferred, a multiple license may not be split as part of a transfer. DEVELOPER LICENSE TERMS To develop products using the Software, you require a number of development licenses equal to the number of engineers developing the application area that specifically uses the Software. This is the maximum number of such developers over any 1 month sliding window. A development license is not required in order build an application that uses the software. You may not develop a number of products using mxGraph that exceeds the number of development licenses you own. Developing an mxGraph based application completely during the evaluation period and claiming to require no development licenses is not permitted. A number of development licenses must be acquired equal to the maximum number of developers of the mxGraph specific parts of the application at any point during evaluation or production. A Company Developer License may be installed on any number of computers and be used by any number of developers at any time any the condition that those developers are employed by the licensee company, any subsidiary company of the licensee company. JGraph Ltd. grants to you as an organization of individuals, nonexclusive licenses to install and use the Software for the sole purposes of designing, developing and testing application programs which you create. You may install copies of the Software on any number computers throughout the organization for which the license was purchased. In addition to the right to install the complete software on the specified number of computers, the Source code may also be placed on storage devices for the purposes of version control, automated building and archiving. The entire downloaded Software package may also be archived within the purchasing company organization for backup purposes. ADDITIONAL REDISTRIBUTION TERMS FOR SOFTWARE JGraph hereby grants to you the worldwide, non exclusive, perpetual right under all intellectual property rights in and to the Software to incorporate the Software in whole or in part in your offerings and to redistribute the Software as incorporated to your customers and distributors and resellers. You may not distribute any program or file which includes, is created from, or otherwise incorporates portions of the Software if such program or file is and the primary purpose of which is to be a general purpose diagramming tool, diagramming component, or is otherwise generally competitive with or a substitute for any JGraph Ltd product. Your mxGraph based application must not only be an online diagramming tool, it must be part of a larger system of which visualization is one element. For example, creating only an online business process modelling web site using mxGraph is not permitted. Creating a business process modelling tool for a specific workflow engine is permitted. Your mxGraph based application must not be competitive with the main JGraph Ltd generic online diagramming application, named "draw.io" at the time of writing. This clause applies regardless of any subsequent naming changes to the draw.io application. Your application may also not be competitive with any of the integrated product versions of draw.io. You may not expose the mxGraph API for developer use in your product. You are strongly advised to seek clarification on what is deemed competitive prior to purchase. OEM licensing terms are available for cases that do not fall under this license. MARKETING JGraph Ltd is permitted to reference you as a user of the Software in customer lists on the JGraph web-site, in presentations to clients and at trade events. LIMITED WARRANTY JGraph Ltd. warrants that the Software, as updated and when properly used, will perform substantially in accordance with the accompanying documentation, and the Software media will be free from defects in materials and workmanship, for a period of ninety (90) days from the date of receipt. Any implied warranties on the Software are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. JGraph warrants that as provided the Software does not contain any malicious code inserted to affect the functioning of the Software or any computer that the Software runs on. Any developer using mxGraph must have a broad understanding of security issue relating to web application and must take all reasonable steps at a system level to mitigate those risks. JGraph warrants that the Software does not infringe any patent, copyright or design secret of any third party. JGraph is not aware of any facts upon which such a claim for infringement could be based. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JGRAPH LTD. AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JGRAPH LTD. OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF JGRAPH LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. HIGH RISK ACTIVITIES The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, manufacturing process control systems, financial trading or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). JGraph Ltd. and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. GENERAL PROVISIONS This License Agreement may only be modified in writing signed by you and JGraph Ltd. If any provision of this License Agreement is found void or unenforceable, the remainder will remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect. GOVERNING LAW AND JURISDICTION This Agreement shall be subject to and governed by the Law of England and Wales. Any dispute arising out of or in connection with this Agreement shall be exclusively dealt with by the courts of England and Wales. This License Agreement gives you specific legal rights; you may have others which vary from state to state and from country to country. JGraph Ltd. reserves all rights not specifically granted in this License Agreement. Version 1.10 - 28.05.2012