PHEREOSHOP END USER LICENSE AGREEMENT

PLEASE READ THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THIS SOFTWARE.

NOTICE TO USER — BY RECEIVING AND/OR USING THIS PHEREO LTD. ("PHEREO") SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING USER AGREEMENT. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN PHEREO AND THE PURCHASERS, USERS OR EVALUATORS ("YOU") OF THIS SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, REMOVE THIS SOFTWARE FROM YOUR COMPUTER NOW AND, IF APPLICABLE, PROMPTLY RETURN TO PHEREO BY MAIL ANY COPIES OF THIS SOFTWARE AND RELATED DOCUMENTATION AND PACKAGING IN YOUR POSSESSION.

1. Definitions — "Software" means the computer software program known as Phereoshop that accompanies this Agreement and includes any available software user manuals, reference manuals and installation guides, or portions thereof, either in electronic or printed form, in any media whatsoever. "Use" of this Software means that You have loaded, installed, or run this Software on a computer or similar device.

2. User Agreement

2.1 Grant — Subject to the terms of this Agreement, PHEREO grants to You a limited, non-exclusive, non-transferable, worldwide license, without right to sub-license: to Use or evaluate the object code version of this Software in accordance with this Agreement and any other written agreement with PHEREO.

2.2 Activation PRO features — Once You have purchased a license from PHEREO in order to use Commercial features of the Software, You may be required to activate the Software through the Internet. There are technological measures within the Software that are designed to prevent unlicensed use of the Software. PHEREO will use those measures to confirm You have a valid licensed copy of the Software.

2.3 Distribution — Software may be freely distributed, provided that: (a) such distribution includes only the original archive supplied by PHEREO. You may not alter, delete or add any files in the distribution archive or modify this Software in any way; (b) no money is charged to the person receiving this Software, beyond reasonable cost of packaging and other overhead.

2.4 Installation and Use — You are responsible for installation of this Software.

2.5 Uninstall instructions — You can uninstall the Software using software removal tool available on your system.

2.6 Use Restrictions — You shall Use this Software in compliance with all applicable laws and not for any unlawful purpose. Each licensed copy of this Software may be used on one single computer location or workstation, except in accordance with Article 2.7. If You install this Software onto a multi-user platform, server or network, each and every individual user of this Software must be licensed separately or included by a multi-user or site license. Others may not Use or install Your copy of this Software.

2.7 Transfer — Unless otherwise authorized herein, this Software and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part except that You may make one Backup Copy for back-up use during emergency situations.

2.8 Intellectual Property Restrictions — PHEREO's name, trademarks, logo and graphics file that represents this Software shall not be used in any way to promote products developed with this Software. This Software contains copyrighted material, trade secrets and other proprietary material. You will not deliver, disclose, or convey to any third party, either directly or indirectly, the contents of this Software. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile this Software or alter or remove any proprietary rights or copyrights notice or identification which indicates PHEREO's ownership of this Software. You shall not create any derivative works or other works that are based upon or derived from this Software in whole or in part. PHEREO retains sole and exclusive ownership of all right, title and interest in and to this Software and all intellectual property rights relating thereto. This Software is protected without limitation by Canadian copyright law and international copyright treaty provisions. All rights not expressly granted hereunder are reserved for PHEREO.

2.9 Limited Warranty and Disclaimer — You hereby acknowledge that You are solely responsible for selecting and installing the Software and that the Software may not satisfy all your requirements or be free from defects. PHEREO specifically does not warrant that the Software will operate uninterrupted or error free. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION BY PHEREO OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PHEREO OR THEIR RESPECTIVE EMPLOYEES, AGENTS, SUPPLIERS OR DISTRIBUTORS WILL CREATE A WARRANTY. PHEREO DOES NOT WARRANT, GUARANTEE OR MAKE REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. IF SUCH DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS IS NOT PERMITTED BY LAW, THE DURATION OF ANY SUCH IMPLIED WARRANTIES OR CONDITIONS IS LIMITED TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

2.10 Limitation of Responsibility — You will indemnify, hold harmless, and defend PHEREO, its employees, agents and distributors against any and all claims, proceedings, demands and costs resulting from or in any way connected with Your use of this Software. IN NO EVENT WILL PHEREO BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE PURCHASE PRICE OF THE SOFTWARE (MAXIMUM BEING THE LESSER OF THE AMOUNT PAID BY YOU AND THE SUGGESTED RETAIL PRICE AS LISTED BY PHEREO) IN EXCHANGE FOR THE RETURN OF THE PRODUCT, ALL COPIES, REGISTRATION PAPERS AND MANUALS, AND ALL MATERIALS THAT CONSTITUTE A TRANSFER OF LICENSE FROM YOU BACK TO PHEREO. SUCH REIMBURSEMENT WILL ONLY OCCUR IF THE SOFTWARE WAS PURCHASED DIRECTLY FROM PHEREO. IF YOU PURCHASED THE SOFTWARE THROUGH A RESELLER, DISTRIBUTOR, RETAILER, OR THIRD PARTY, YOU NEED TO REQUEST A REFUND DIRECTLY FROM SUCH PARTIES. IN NO EVENT WILL PHEREO ITS EMPLOYEES, AGENTS, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, AGGRAVATED OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THIS SOFTWARE OR THE USE OR INABILITY TO USE THIS SOFTWARE OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION, LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOOD WILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

2.11 Export Compliance — You agree not to export or re-export the Software except in compliance with international trade laws, the export laws of any country where this Software is used and the United States Department of Commerce Bureau of Industry and Security Export Administration Regulations (EAR), including but not limited to compliance with EAR restrictions on export or re-export of the Software:

i) to an embargoed country;

ii) to individuals and organizations prohibited from receiving US exports; and

iii) in support of a prohibited end use

The license granted to You under this Agreement is on the condition that You comply with applicable trade and export laws and You acknowledge that this license will be revoked if You don't comply with this section.

3. General Provisions

No failure or delay in enforcing any right or exercising will be deemed a waiver of any right or remedy.

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement.

This Agreement constitutes the entire agreement between You and PHEREO with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements, understandings, representations and communications, whether oral or written.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

The English version of this Agreement shall be used for interpreting and construing the meanings of any provisions herein.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

4. Uploaded Content

When you Upload Your Content on Phereo.com, you grant other Users a worldwide, royalty-free, non-exclusive, transferrable, and sublicensable license to display, distribute, perform, and reproduce Your Content. If you don't want to grant other Users these rights, then don't Upload Your Content with other Users.

5. Copyright and Trademark Notices

Phereoshop software and documentation was designed, programmed and is Copyright © 2011 PHEREO Ltd.

PHEREO, Phereoshop and Phereo logo are trademarks of PHEREO Ltd.

Microsoft, DirectX, Internet Explorer, Windows, Windows logo, Windows XP, Windows Media, Windows Vista and Windows Vista Start button are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries.

All other marks, products and company names are the property of their respective owners.

6. Third Party Websites, Services and Software

The Software may contain links to other websites, services or software provided by third parties (Third Party Content). Links from PHEREO Software to Third Party Content are provided for Your convenience only and are not investigated, monitored or checked for accuracy, appropriateness, or completeness by PHEREO and PHEREO is not responsible for any Third Party Content accessed through PHEREO Software, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Content does not imply approval or endorsement thereof by PHEREO. If You decide to access or install the Third Party Content, You do so at your own risk and You should be aware that PHEREO terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Content You navigate from the PHEREO Software or relating to any Third party Content You use or install. PHEREO reserves the right to change, modify or delete links to Third Party Content without notice.


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