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END USER LICENSE AGREEMENT

SmarterTools Inc.

THIS END USER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "LICENSEE") AND SMARTERTOOLS, INC. ("SMARTERTOOLS" OR THE "COMPANY" OR "LICENSOR"). BY INSTALLING OR USING THE SOFTWARE OR THE ACCOMPANYING PRODUCT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF, PRIOR TO USING THE SOFTWARE, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY RETURN THE PRODUCT, SOFTWARE AND ANY ACCOMPANYING ITEMS (INCLUDING ANY WRITTEN MATERIALS) TO SMARTERTOOLS WHEN POSSIBLE OR PROMPTLY AND COMPLETELY DESTROY ANY ELECTRONIC COPIES OF THE SOFTWARE AND ACCOMPANYING ITEMS. IF YOU HAVE ALREADY PAID SMARTERTOOLS FOR THE SOFTWARE AND/OR THE PRODUCT, PLEASE PROVIDE US WITH YOUR PROOF OF PURCHASE AND WE WILL REFUND THE FEES YOU HAVE PAID FOR THESE ITEMS TO YOU.

1. License

Subject to the terms and conditions of this Agreement, SmarterTools hereby grants You a personal, revocable, non-exclusive, non-transferable license to use the Software. You may not use or allow the use of the Software other than for Your own internal or personal purposes. This license does not imply any rights to future upgrades or updates of the Software. However, if SmarterTools does provide You with any upgrades or updates to the Software, such updates or upgrades shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompany such upgrades or updates, and may be subject to additional payments. Your license to use the Software as provided herein is conditional upon payment of all license fees and other amounts due to SmarterTools in connection with your purchase of the Product and Software. If any fees or amounts are not paid when due, it shall constitute a breach of this Agreement entitling SmarterTools to terminate Your license to use the Software. For purposes of clarity, this Agreement does not constitute a sale of the Software or any portion thereof to You and any reference to the sale or price of the Software or any copy thereof refers to the license or license fee thereof.

All rights to and in the Licensed Product, including, but not limited to, copyrights, trademarks, and trade secret rights, belong to Licensor and Licensor holds title to each copy of the Software. Licensee shall not transfer or distribute the Licensed Product to others, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy or modify the Licensed Product, except that Licensee may copy the Software for the sole purpose of backup as long as all copyright and other notices are reproduced and included on the backup copy.

2. Term

This License Agreement is effective until terminated. Licensee may terminate this License Agreement by returning the Licensed Product to Licensor where applicable, or by completely and wholly destroying any electronic versions of the Licensed Product stored by Licensee, regardless of the location of the stored version. Licensor may terminate this License Agreement if Licensee breaches any of the terms and conditions. Upon termination of this License Agreement for any reason, Licensee shall return the Licensed Product to Licensor. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor's proprietary rights shall survive termination.

3. Object Code

The Software is delivered in object code only. You shall not, nor permit anyone else to, directly or indirectly: (i) copy, reproduce, modify, or distribute the Software; (ii) or, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software (except where the foregoing is required by applicable local law, and then only to the extent so permitted).

4. Limited Warranty

Licensor does not warrant that the functions contained in the Licensed Product will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error-free. Licensor does warrant that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery ("Warranty Period"). Any other software and any hardware furnished with or accompanying the Software is not warranted by Licensor. Licensee's exclusive remedy under this limited warranty is the replacement of any defective physical media on which the Software is furnished, as provided below. To receive a replacement for defective media under this limited warranty, return the defective media to Supplier during the Warranty Period, with proof of payment, where applicable. Any software delivered electronically, via email, FTP download, HTTP (secured and unsecured) download, or any other means is not warranted beyond subsequent electronic re-delivery.

EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE.

5. Limitation Of Liability

LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION (OR ANY HARDWARE FURNISHED WITH THE SOFTWARE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES.

6. Indemnification

You shall defend, indemnify, and hold harmless SmarterTools, SmarterTools' suppliers, licensors, successors, affiliates, agents and assigns (each a "SmarterTools Indemnified Party") from any claims, damages, losses, or expenses (including without limitation attorney fees and costs) incurred by a SmarterTools Indemnified Party in connection with all claims, suits, judgments and causes of action (i) for infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device, system or service in connection with the Product or any portion thereof, (ii) for damages arising from Your breach of this Agreement, or (iii) for claims made by third persons against SmarterTools Indemnified Parties arising from or related to Your use of the Software or the Product or any portion thereof (other than such claims that arise solely from the use of the Product and/or Software strictly in accordance with the applicable documentation provided by SmarterTools).

7. General

Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void, unless Licensee has been given "Reseller" status by Licensor. This Agreement shall be governed by and interpreted under the laws of the State of Arizona, United States of America, without regard to conflicts of provisions. In the case of the United States Government or an agency thereof as Licensee, the following additional terms apply: Restricted Computer Software, as defined in the Rights in Data-General clause at Federal Acquisition Regulations 52.227-14; and as applicable,

RESTRICTED RIGHTS LEGEND
Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013.

8. Payment

Licensee shall pay the total fee in accordance with the terms of payment set forth by Licensor. Licensee shall pay all invoices rendered by Licensor within thirty (30) calendar days after the invoice date, or within a time frame agreed upon by Licensor. All payments shall be made in United States Dollars. If Licensee fails to pay any amount due within thirty (30) days from the invoice date, Licensee shall be responsible to pay to Licensor late charges equal to the lesser of 1.5% per month or the highest interest rate allowable by applicable law, together with all expenses and collection costs, including reasonable attorneys' fees, incurred by Licensor in enforcing the Agreement. Licensee shall reimburse Licensor for any out-of-pocket expenses incurred in connection with duties performed by Licensor hereunder. Upon request, Licensor shall provide Licensee with reasonable documentation evidencing the out-of-pocket expenses incurred by Licensor.

9. Initial Licensing of the Software

Upon initial download and installation of the Software, the licensee is granted a limited license to use the Software for a limited number of users or profiles for an unlimited amount of time. If licensee so desires, they may purchase a full license to a version of the Software that provides larger limits.

10. Limitations to Customization

Should licensee make use of the custom style and/or skin options included in certain versions of the Software, the following requirements must be met:

(i) You shall maintain and not remove or obscure any proprietary notices on the Software. The SmarterTools name must remain in the header information that displays upon opening and using the Software with all applicable trademark and copyright notices. The name may be displayed in any font type or font style, but it will be displayed no smaller than an 8 point font. Also, the name of the Software will remain visible to the naked eye, free from any clutter or similar color scheme (e.g. 8 point black font on a black or similar background that would preclude the user from identifying the product). The usage of some form of quantifier, such as "powered by" is allowed. Any major deviations from these limitations must meet prior written approval from SmarterTools, and additional licensing costs may be necessary.

(ii) The original copyright notices pertaining to the developer of the Sofware as well as all applicable copyright information will remain visible to the naked eye, free from any clutter or similar color scheme, and can be displayed in any font type and/or style no smaller than 8 point.

(iii) SmarterTools Inc reserves the right to contact the licensee and restrict the usage (including license revocation) of the Software if any authorized SmarterTools representative feels that any of the above requirements are not being met.

11. Intellectual Property

As between the Parties, title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof, shall remain in SmarterTools and its suppliers or licensors. The Software is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give You any rights not expressly granted herein.

12. Export Controls

You agree to comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and You shall not transfer, export, or allow the transfer, export or re-export of the Product or Software to a prohibited country or otherwise in violation of any such restrictions, laws or regulations. You hereby represent that (1) to the best of Your knowledge You are eligible to receive the Product(s) and Software under applicable law; and (2) You will not transfer, import, export, or re-export the Product(s) and/or the Software to, or use the Product(s) and/or the Software in any country or territory in violation of applicable law.