FNC, INC. LICENSE AGREEMENT FOR
OPEN APPRAISAL DOCUMENT INTERFACE COMPONENTS

BEFORE PROCEEDING WITH THE INSTALLATION AND/OR USE OF THIS SOFTWARE, CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (The "Agreement").
YOU MUST SIGN AND RETURN TO FNC, INC. THIS AGREEMENT BEFORE INSTALLING OR USING THIS SOFTWARE, AS YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS, YOU MAY NOT INSTALL OR USE THIS SOFTWARE!

PREAMBLE

FNC, Inc. (“FNC”) is the owner and sole distributor of, and reserves all rights to the Open Appraisal Document Interface  (“OADI”) component source code. Although we encourage you to utilize OADI Components to suit your needs, you may not distribute derivative works based on the source code without express written permission from FNC.  The intent of the OADI is to facilitate compliance with the Appraisal Institute ReadyTM program.

**This software is protected by copyright law and international copyright treaty** 

LICENSE
This software, including documentation, source code, object code and/or additional materials (the "Software") is owned by FNC. This Agreement does not provide you with title or ownership of the software, but only a right of limited use as outlined in this license agreement. FNC hereby grants you a non-exclusive, royalty free license to use the Software as set forth below, subject to the Restrictions hereinafter following:

You may:
 . Integrate the Software with your Applications, subject to the
   redistribution terms below.

REDISTRIBUTION RIGHTS

You are granted a non-exclusive, royalty-free right to reproduce and redistribute executable files created using the Software.  You are also granted a non-exclusive, royalty-free right to reproduce and redistribute the FNC components identified on Exhibit A, attached hereto, as redistributable in conjunction with software products that you develop and/or market (the "Applications"). 

You are absolutely prohibited from redistributing the source codes or development components of the Software (“Development Tools”) identified on Exhibit A, attached hereto. Third parties who receive your Applications must separately obtain a license from FNC for use of the Development Tools.

All copies of the Applications you create must include a valid copyright notice, or FNC's copyright notice on your product label. You may not remove or alter any of FNC’s copyright, trademark, or other proprietary rights notice contained in any portion of the OADI Components, units, source code, or other files that bear such a notice. You must include in your Applications the proper copyright or trademark designations to identify FNC as the copyright owner of all Executable Files from Exhibit A attached hereto that have been integrated into the Application.  In, addition, the Software might include redistributable files provided by a third party vendor (Third Party Software) that should also include proper identification such as copyrights.

RESTRICTIONS

ENGAGING IN ANY OF THE ACTIVITIES LISTED BELOW WILL TERMINATE THE SOFTWARE LICENSE. IN ADDITION TO SOFTWARE LICENSE TERMINATION, FNC MAY PURSUE CRIMINAL, CIVIL, OR ANY OTHER AVAILABLE REMEDIES.

Without the expressed, written consent of FNC you must NOT engage in any of the following actives:

1. Distribution of any source code and/or components, which are not identified on Exhibit A, attached hereto, as redistributable.

2. Modification, decompilation, disassembly, reverse engineering or translation of the Software, without the express written permission of FNC.

3. Removal of proprietary notices, labels or marks from the Software or Software Documentation.

4. Using the Software, in conjunction with any other Application, software, hardware or vendor, which extracts information and/or data from third-party files without the express written permission from the third party. 

5. Using the Software in any manner that is or may be considered a violation of any legal, moral or ethical standard or rule, including but not limited to the violation, by you or any third party, of any industry standard or ethics, such as the Uniform Standards of Professional Appraisal Practice, of The Appraisal Foundation.

6. Distribute modified versions of the Software, in whole or in part.

7. Rent or lease the Software.

8. Sell any portion of the Software on its own, without integrating it into your Applications as Executable Code.

9. Integrate into your Application the OADI Viewers, such as FNC Forms, XSLT style sheets, DHTML style sheets, or Development Tools outside the scope of AIRDPort.com or APPRAISALPort.com without first obtaining a separate written license agreement from FNC.

SELECTION AND USE

You assume full responsibility for the selection of the Software to achieve your intended results and for the installation, use and results obtained from the Software.

GENERAL TERMS
THAT APPLY TO COMPILED PROGRAMS AND REDISTRIBUTABLES
You may write and compile (including byte-code compile) your own application programs using the Software, including any libraries and source code included for such purpose with the Software. You may reproduce and distribute, in executable form only; programs that you create using the Software without additional license or fees, subject to all of the conditions in this statement. 

The Software may include certain files ("Redistributables") intended for distribution by you to the users of programs you create.  Redistributables include, for example, those files identified in the accompanying printed or on-line documentation as redistributable files, those files preselected for 
deployment by an install utility provided with the Software (if any), or those files pre-selected by a third party install utility which operates under control of an install script which FNC has certified (if any) for use by licensed users of this Software for deploying applications. In any event, the  Redistributables for the Software are only those files specifically designated as such by FNC.  From time to time, FNC may designate other files as Redistributables.  You should refer to the documentation, including any "readme" or "deploy" files included with the Software, for additional information. 

Subject to all of the conditions in this statement, you may reproduce and distribute exact copies of the Redistributables, provided that such copies are made from the original.  Copies of Redistributables may only be distributed with and for the sole purpose of executing application programs permitted under this statement that you have created using the Software.  Under no circumstances may any copies of Redistributables be distributed separately.  Regardless of any modifications you make and regardless of how you might compile, link, and/or package your programs, under no circumstances may the libraries (including runtime libraries), code, Redistributables, and/or other files of the Software (including any portions thereof) be used for developing programs by anyone other than you.  Only you as the licensed user (or the Named User for your entity) have the  right to use the libraries (including runtime libraries), code, Redistributables, or other files of the Software (or any portions thereof) for developing programs created with the Software.  In particular, you may not share copies of the Redistributables with other co-developers.  You may reproduce for internal use, but may not distribute any FNC documentation without FNC's permission. 

The license granted in this statement for you to create your own compiled programs and distribute your programs and the Redistributables (if any) is subject to all of the following conditions:  (i) all copies of the programs you create must bear a valid copyright notice, either your own or the FNC copyright notice that appears on the Software;  (ii) you may not remove or alter any FNC copyright, trademark or other proprietary rights notice contained in any portion of FNC libraries, source code, Redistributables or other files that bear such a notice; (iii) FNC provides no warranty at all to any person, other than the Limited Warranty provided to you, and you will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact FNC for such services or assistance;  (iv) you will indemnify and hold FNC, its related companies and its suppliers, harmless from and against any claims or liabilities arising out of the use, misuse, reproduction or distribution of your programs;  (v) your programs must be written using a licensed, registered copy of the Software;  (vi) your programs must add primary and substantial functionality, and may not be merely a set or subset of any of the libraries (including runtime libraries), code, Redistributables or other files of the Software; (vii) regardless of any modifications which you make and regardless of how you might compile, link, or package your programs, the libraries (including runtime libraries), code, Redistributables, and/or other files of the Software (including any portions thereof) may not be used in programs created by your end users (i.e., users of your programs) and may not be further redistributed by your end users; and (viii) you may not use FNC’s or any of its suppliers' names, logos, or trademarks to market your programs, except to state that your program was written using the Software. 

Prior to using the certification mark “AI Ready”, or allowing third-parties to utilize your Application with this certification mark, you must first submit your Application to The Appraisal Institute’s Residential Database, Inc. (“AIRD”), and, after testing by AIRD to insure proper compliance, obtain AIRD’s express written approval of the Application as “AI Ready”.
 
The Software might include source code, redistributable files, and/or other files provided by a third party vendor (Third Party Software).  Since use of Third Party Software might be subject to license restrictions imposed by the third party vendor, you should refer to the on-line documentation (if any) provided with Third Party Software for any license restrictions imposed by the third party vendor.  In any event, any license restrictions imposed by a third party vendor are in addition to, not in lieu of, the terms and conditions of the License Agreement. 

Contact FNC for the applicable royalties due and other licensing terms for all other uses and/or distribution of the Redistributables. 

CHANGES TO SOURCE CODE

FNC reserves the right to change any part of the source code in future versions of the product. These changes may include the removal of classes, properties and methods or the creation of new classes, properties and methods that may require a new licensing agreement.  

TRANSFERRING THE SOFTWARE

Except as provided in this statement, you may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share, or electronically transmit or receive the software, media, or documentation.

DISCLAIMER OF WARRANTY

FNC SPECIFICALLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  ALL OTHER IMPLIED TERMS ARE EXCLUDED.
 
The entire and exclusive liability and remedy for any claim against FNC by reason of the use of the OADI Components shall be limited to replacement of defective OADI Components and shall not include or extend to any claim for or right to recover any other damages, including but not limited to, loss of profit, data, or use of the software or special, incidental or consequential damages, or other similar claims, even if FNC has been specifically advised of the possibility of such damages. 

FNC is not responsible for, and does not make any representation, warranty, or condition concerning product, media, software, or documentation not manufactured or supplied by FNC, such as third-parties' programs that are designed using FNC software or which include FNC software programs or files.

GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS

1. FNC provides no warranty at all to any person, other than the Limited Warranty provided to the original purchaser of this package.

2. You will remain solely responsible to anyone receiving your programs for support, service, upgrades, or technical or other assistance, and such recipients will have no right to contact FNC for such services or assistance.

3. You will indemnify, hold harmless, and defend FNC from and against any claims or lawsuits, including attorney's fees that arise or result from the use, reproduction, or distribution of your programs.

4. Your programs must be written using a licensed, registered copy of this FNC product.

5. All FNC Components, units, source code, and other files remain FNC’s exclusive property.

This Agreement shall be construed, interpreted, and governed by the laws of the State of Mississippi, United States of America.

BEFORE YOU INTEGRATE ANY OF THE FNC SOFTWARE INTO YOUR APPLICATIONS YOU MUST HAVE READ THIS AGREEMENT SIGNED A COPY OF THIS AGREEMENT AND RETURNED THE EXECUTED AGREEMENT TO FNC, INC. 
AT: 1214 Office Park Drive, Oxford, Mississippi 38655, attention:  Natalie Baeshen.

By: _______________________________________
On behalf of ________________________________ 
(Company)
__________________________________________
__________________________________________
__________________________________________
(Address)
__________________________________________
(Email)

Date:_________________

EXHIBIT A TO THE OADI LICENSE AGREEMENT

Redistributable Files, also known as Executable Files*
---------------------------
AIRDDL.dll
DLCnfg.dat
ENVUPD.exe
FNCEnv.dll
FastXML.DLL
Xupload.ocx 	(Third party component copyright Persits Software, Inc.  Redistribution not permitted by end users. 
Use of this component requires a server license that is maintained by AIRDPort.com and APPRAISALPort.com - For more information on XUpload, including licensing, please visit the
web site www.aspupload.com)

Non-Redistributable Files, also known as Development Tools
-----------------------------
Airddl_test.exe
TestEnv_Fm.exe
ali_bld.exe
__________________________________________________

*Redistribution is permitted with valid copyright notice.