License Agreement

END-USER LICENSE AGREEMENT FOR ALL CODELOCK SOFTWARE

IMPORTANT- PLEASE READ CAREFULLY

This End-User License Agreement ("EULA" or "AGREEMENT") is a legal agreement between you, "THE CUSTOMER" or "LICENSEE" (either an individual or a group entity) and PANOSPHERIC (U.S.A.), the "LICENSOR" and the "AUTHOR", for the SOFTWARE PRODUCT (CODELOCK Tracker) accompanying this EULA, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (collectively "SOFTWARE PRODUCT", "SOFTWARE", or "LICENSED PRODUCTS"). In addition to the program and the documentation, the term "SOFTWARE" shall also include any upgrades, modified versions, or updates of the SOFTWARE licensed to you by PANOSPHERIC.

ALL USE OF THE SOFTWARE IS SUBJECT TO THIS LICENSE AGREEMENT. BY INSTALLING AND USING THIS SOFTWARE, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND CONSENT TO BE BOUND BY, AND BECOME A PARTY TO, THIS AGREEMENT. IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT INSTALL, ACCESS, COPY OR USE THE LICENSED PRODUCT, AND YOU MUST, WITHIN 3 DAYS, DELETE AND PERMANENTLY ERASE FROM ALL COMPUTER MEMORIES AND STORAGE MEDIA ALL COPIES OF THE LICENSED PRODUCT AND DOCUMENTATION. THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.

1. SOFTWARE PRODUCT LICENSE

1.1 License.

Subject to the terms and conditions of this Agreement, LICENSOR hereby grants you a nonexclusive, nontransferable, nonsublicensable right and license (the "LICENSE") to use the computer SOFTWARE program only in accordance with the applicable EULA and technical documentation provided by LICENSOR and use the LICENSED PRODUCTS without modification. All rights not expressly granted herein are reserved. You agree to refrain from any action that would diminish such rights or would call them into question.

1.2 Grant of License.

(a) SOFTWARE Installation and Use. You may install and use the SOFTWARE on one domain only for use by 1 person (or business entity) unless you purchased a multi-domain license. Your encrypted script(s) can be distributed to any person(s) without limitation (unless specified by you). There are no limitations on the number of scripts you can encrypt with the SOFTWARE. The SOFTWARE is licensed on a yearly basis. The SOFTWARE will expire after one year and its license must be renewed for continuous usage. (b) Copying - You may make copies of the SOFTWARE solely for backup purposes. You must reproduce and include the copyright notice on a label on any backup copy, and must take reasonable measures to ensure that any copy is used only as allowed by the terms of this Agreement. (c) The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer.

1.3 License Control.

LICENSEE acknowledges that the LICENSED PRODUCTS may contain code or require devices that detect or prevent unauthorized use of, or disable, the LICENSED PRODUCTS, and LICENSEE agrees not to circumvent or disable such code or devices.

1.4 License Transfer of Ownership.

This Agreement and the rights and obligations hereunder are personal to LICENSEE, and may not be assigned or otherwise transferred, in whole or in part, without LICENSOR'S prior written consent and provided the recipient agrees to the terms of this EULA. Any attempt to do otherwise shall be void and of no effect.

2. PROPRIETARY RIGHTS

2.1 Restrictions.

Except and only to the extent expressly specified in this Agreement, Licensee MUST NOT (a) encumber, lease, rent, loan, sublicense, transfer or distribute any LICENSED PRODUCT or any copy thereof to others; (b) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify any Licensed Product, (c) provide use of the SOFTWARE to third parties, or in a computer service business, network, time-sharing, service bureau arrangement, multiple-CPU or multiple-user arrangement; (d) disassemble, decompile, reverse engineer, decrypt or otherwise attempt to discover any source code or underlying structures, ideas or algorithms of the LICENSED PRODUCTS or encryption for the Content (except and only to the extent these restrictions are expressly prohibited by applicable statutory law); (e) use any Confidential Information to create any software, content or documentation that is similar to or derivative works based on any LICENSED PRODUCT; (f) allow the transfer, transmission, export or re-export of all or any part of the LICENSED PRODUCTS or any product thereof; (g) permit any third party to engage in any of the foregoing proscribed acts without LICENSOR'S prior written consent, at its discretion.

2.2 No Implied License.

Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and Licensor (and its suppliers) shall retain all right, title and interest in and to the LICENSED PRODUCTS (and all patent rights, copyright rights, trade secret rights and all other intellectual property and proprietary rights embodied therein).

2.3 Markings.

LICENSEE shall not alter, obscure or remove any trademark, patent notice or other proprietary or legal notice displayed by or contained in any LICENSED PRODUCT or packaging.

2.4 Third Party Software.

The LICENSED PRODUCTS may operate or interface with software or other technology (In-Licensed Code) that is in-licensed from, and owned by, third parties (Third Party Licensors). LICENSEE agrees that (a) it will use In-Licensed Code in accordance with this Agreement and any other restrictions specified in the applicable license set forth or referenced in the Documentation, (b) no Third Party Licensor makes any representation or warranty to LICENSEE concerning the In-Licensed Code or LICENSED PRODUCTS and (c) no Third Party Licensor will have any obligation or liability to LICENSEE as a result of this Agreement or LICENSEE'S use of the In-Licensed Code or LICENSED PRODUCTS.

3. COPYRIGHT AND CONFIDENTIALITY

3.1 Copyright.

(a) The code is owned by LICENSOR, and its structure, organization and code are the valuable trade secrets of LICENSOR. All title and copyrights in and to the SOFTWARE PRODUCT (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by LICENSOR. The SOFTWARE PRODUCT is protected by United States Copyright Law and International Treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material. (b) Any reverse engineering/copying or alteration to the SOFTWARE PRODUCT script or coding is strictly prohibited. Any attempt(s) made to dissect The SOFTWARE PRODUCT'S code for any reason will be considered a violation of copyright and Intellectual property. (c) Customer acknowledges that ownership of the SOFTWARE, including all intellectual property rights therein and all modifications thereof, belong to LICENSOR. Customer acquires only the rights to use the SOFTWARE expressly granted herein and does not hereby acquire any other rights of ownership in the SOFTWARE.

3.2 Scope of Confidentiality.

The term Confidential Information means all trade secrets, know-how, software and other financial, business or technical information of LICENSOR or any of its suppliers that is disclosed by or for LICENSOR in relation to this Agreement, but not including any information LICENSEE can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the Licensor, (b) generally available to the public without breach of this Agreement or (c) independently developed by it without reliance on such information. The LICENSED PRODUCTS are LICENSOR'S Confidential Information.

3.3 Confidentiality.

Except for the specific rights granted by this Agreement, LICENSEE shall not possess, use or disclose any Confidential Information without LICENSOR'S prior written consent, and shall use reasonable care to protect the Confidential Information. LICENSEE shall be responsible for any breach of confidentiality by its employees.

4. SUPPORT SERVICES

4.1 Support.

The LICENSOR will use commercially reasonable efforts to provide LICENSEE with maintenance and support for the LICENSED PRODUCTS in accordance with its standard practices (as amended from time to time, Support Services). The LICENSOR shall have no obligation to support any version other than the then current and immediate prior version of the LICENSED PRODUCTS. LICENSEE agrees that the LICENSOR may charge in accordance with its then current policies for any support services resulting from (a) problems, errors or inquiries relating to any non-licensor-provided hardware, system, service or other content or software or (b) use of any unsupported version of the LICENSED PRODUCTS.

4.2 Updates.

LICENSOR will provide LICENSEE with any Update that it makes generally available to its other licensees that have purchased the same level of support. Updates are released by LICENSOR from time to time, at its sole discretion.

5. PAYMENTS

LICENSEE shall pay (or cause to be paid to) LICENSOR any and all initial and recurring fees for the LICENSED PRODUCTS, in the amounts and at the times agreed by LICENSOR during the purchase process.

6. REFUNDS / RETURNS

All SOFTWARE PRODUCTS are typically non-refundable. LICENSOR provides trial versions of the SOFTWARE for pre-testing the SOFTWARE. We encourage potential buyers to use this option before making payments for the full SOFTWARE PRODUCT. However, we will consider providing a refund on a case by case basis.

7. WARRANTY DISCLAIMERS

THE LICENSED PRODUCTS AND SUPPORT SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. The LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS OR SUPPORT SERVICES WILL MEET LICENSEE'S REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, the LICENSOR HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED PRODUCTS AND SUPPORT SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, OR USAGE OF TRADE. LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE AUTHOR OF THIS SOFTWARE, LICENSOR, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS; OR COMPUTER FAILURE OR MALFUNCTION) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS PRODUCT, EVEN IF THE AUTHOR OF THIS SOFTWARE IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND KNOWN DEFECTS; REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL OR (D) AGGREGATE DAMAGES.

9. TERMINATION

9.1 Termination.

This Agreement shall automatically terminate without further action by any party, immediately upon any material breach by LICENSEE of any limitation or restriction set forth in this EULA. Without prejudice to any other rights, LICENSOR may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, LICENSOR will terminate technical support and upgrades and can take legal action if necessary. THE CUSTOMER may also terminate this Agreement at any time by destroying all copies of the SOFTWARE and providing notice thereof to LICENSOR. This Agreement will terminate immediately upon notice from LICENSOR, if THE CUSTOMER fails to comply materially with this Agreement. Upon termination, THE CUSTOMER shall immediately cease all use of the SOFTWARE and destroy all copies of the SOFTWARE and will provide LICENSOR with a written statement certifying thereto.

9.2 Effects of Termination.

Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, any payment obligation) and any remedies for breach of this Agreement shall survive any termination, (b) LICENSEE shall promptly return or destroy all of the LICENSED PRODUCTS and other tangible Confidential Information, and permanently erase all Confidential Information from any computer and storage media and (c) the provisions of Sections 3. (Copyright & Confidentiality), 2. (Proprietary Rights), 7. (Warranty Disclaimers), 8. (Limitation of Liability), 9.2 (Effects of Termination), 10. (General Provisions) shall survive.

10 GENERAL PROVISIONS

10.1 Entire Agreement.

This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. Terms set forth in LICENSEE'S Purchase Order (or any similar document) that are in addition to or at variance with the terms of this Agreement are specifically waived by LICENSEE. All such terms are considered to be proposed material alterations of this Agreement and are hereby rejected. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

10.2 Remedies.

Unless specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. LICENSEE agrees that, in the event of any breach or threatened breach of Section 2 or 3 LICENSOR will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, LICENSOR shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

10.3 Notices.

Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested. Notices shall be delivered to the address specified by LICENSEE when the Licensed Product was ordered, or to the address above for LICENSOR, as the case may be, or at such other address designated in a subsequent notice. Consents and approvals required under this Agreement may be provided electronically, if they are provided in a jurisdiction that recognizes electronic signatures as enforceable under the particular circumstances.

All notices shall be in English, effective upon receipt or, if refused, three (3) business days after being sent as set forth above.

10.4 Assignment.

This Agreement and the rights and obligations hereunder are personal to LICENSEE, and may not be assigned or otherwise transferred, in whole or in part, without LICENSOR'S prior written consent. Any attempt to do otherwise shall be void and of no effect. Without LICENSEE'S consent, LICENSOR may assign this Agreement to any third party. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties.

10.5 Independent Contractors.

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

10.6 License to the Government.

If any user of the LICENSED PRODUCTS is a department, agency or other entity of the United States Government, the use, duplication, reproduction, modification, release, disclosure or transfer of the LICENSED PRODUCTS is restricted in accordance with FAR 12.212 for civilian agencies and DFAR 227.7202 for military agencies. The LICENSED PRODUCTS are comprised of commercial computer software and commercial computer software documentation, and their use is further restricted in accordance with the terms of this Agreement.

10.7 Basis of Bargain.

EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS ARE MATERIAL BARGAINED-FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT BY EACH PARTY AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY HEREUNDER AND IN THE DECISION TO ENTER INTO THIS AGREEMENT.

10.8 Acknowledgment.

LICENSEE acknowledges that (a) LICENSEE has read and understands this Agreement, (b) it has had an opportunity to have its legal counsel review this Agreement, (c) this Agreement has the same force and effect as a signed agreement, (d) LICENSOR requires identification of the User and LICENSEE before issuing this license and (e) issuance of this license does not constitute general publication of the LICENSED PRODUCTS or any other Confidential Information.