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EQUATE SYSTEMS, INC. END USER LICENSE AND ONLINE TERMS OF SERVICE AGREEMENT This LICENSE AGREEMENT (the "Agreement") is made between you, the "Licensee," and Equate Systems, Inc., a California corporation ("Licensor"). Please read the terms carefully before clicking on the "yes" button below. By clicking on the "yes" button, you acknowledge that you have read and understand this agreement and agree to be bound by its terms and conditions. WARNING: This program is protected by copyright law and International Treaties. Unauthorized reproduction or distribution of this program or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. 1.Definitions By "Content," we mean the text, data, images, graphics, video, audio, database information and other material provided to you/by you via the Licensed Software. By "Documentation," we mean the user guides, manuals, training materials and associated documentation for your use in connection with the Licensed Software, in whatever format provided by Licensor, including, without limitation on-line electronic format. By "Licensed Software," we mean the computer software designed to operate on a self-contained personal computing unit owned or leased by you for your exclusive use, including, without limitation, the computer software commonly known as EminemKeysTM or JulianKeyso. 1.Grant of License Subject to the terms and conditions of this Agreement, Licensor grants to you a non-exclusive and non-transferable license, without right to sublicense (the "License"), to: (a)use the Documentation only in conjunction with the installation and use of the Licensed Software; and (b)install, use, execute, display and copy the Licensed Software. The License granted to you hereunder shall be a license to use the machine-readable object code only, excluding any source code. The Licensed Software is strictly licensed to you for your use only. In no event may you sublicense, transfer or assign the License or any rights or benefits related thereto to any third party. Licensor retains all rights not expressly granted herein. Nothing in this Agreement constitutes a waiver of Licensoris rights under all applicable copyright laws. 2. Ownership of Software and Content Title to, ownership of, and all rights and interests in, the Content, the Licensed Software and the Documentation, and all copies thereof remains at all times vested in Licensor. The License granted by this Agreement and payment of the license fee gives you the right to use the Content and the Licensed Software in accordance with the terms of this License. This is not a sale of the original software or any copy. By using the Software, the Equate Systems Services and Information or any part thereof, you agree to and acknowledge the following: 1) The details you elected to post on the various Equate Systems directories, during the registration procedure or thereafter, including during use of the Equate Systems Services and Information, are generally available and freely accessible to Internet users and the public, unless explicitly stated otherwise; Any later addition to such details or any amendment thereto may not be immediately visible to all users; 2) Unless explicitly stated otherwise the information entered or posted, through the Software, through the Web or through the Equate Systems Services and Information, including without limitation, on the Equate Systems website and other directories, during registration or thereafter, on the various Equate Systems message and news boards, as well as status indication and other user's parameters that can be found using the Software or the Web ("Public Information"), may be available to the public; 3) Settings, technical and other information from your computer, such as your operating system, EminemKeysTM or JulianKeyso and browser versions, connectivity, various communication parameters and other information related to the operation and interaction of the Equate Systems Software and any other Equate Systems Application ("Parameters") may be collected by Equate Systems, Inc., subject to the provisions herein. Parameters are collected solely in order to provide you with, or access to, the Equate Systems Services and Information, subject to the provisions herein. 4) Equate Systems, Inc. gathers information and usage patterns (including without limitation by using "cookies"?) related to your use of the Software, and the Equate Systems Services and Information ("Usage Patterns") - to better understand how our users, as a group, use the Equate Systems Services and Information and the various features thereof, as well as to help us fit offerings to you as an individual and to conduct market research; 5) Various data may be used for commercial purposes, including without limitation, for advertising, targeted advertising, marketing, co-registration to other services, promotional or any other activity ("Commercial Activities"), subject to the provisions herein; 6) Equate Systems, Inc. may use, for Commercial Activities: (a) the Parameters, Public Information and Usage Patterns or any part thereof, combined or separately (the "Data"); (b) the Data or any part thereof, combined with publicly available information, or information provided by third parties; provided that if any information other than Public Information is being used by Equate Systems, Inc. or disclosed to third parties for use by them in Commercial Activities, it will be done without user names, or if names are part of the disclosed information, (i) you have consented to such disclosing of your name or (ii) in the first time you are approached by Equate Systems, Inc. or the third parties, you will be given the opportunity to request not to be further approached by them; 7) Notwithstanding anything herein, Equate Systems, Inc. may offer you access to different services that are provided by a third party ("Partner") separately or together with Equate Systems, Inc. ("Co-Branded Service"). Any information you choose to provide on any Co-Branded Serviceis Page or any other information derived from your usage of the Partneris services, may be used or disclosed by both Equate Systems, Inc. and the Partner subject to their respective privacy policies. A Co-Branded Service Page is a page or form, which bears both Equate Systems and Partneris names, branding, graphics or anything else that may indicate that the page or the Co-Branded Service are offered by Equate Systems, Inc. and provided by the Partner, separately or together with Equate Systems, Inc.. Please make sure to read both Partneris and Equate Systems privacy policies before entering or providing information to a Co-Branded Service Page. 8) You shall not use or rely on the Equate Systems Software, the various Equate Systems directories and listings, Equate Systems Web site, the Equate Systems Services and Information or any other program, information or service whatsoever related thereto for "Mission Critical" or "Content Sensitive" applications and use. For the purpose of this agreement "Mission Critical" applications and use shall mean applications and use that may result in damage; "Content Sensitive" shall mean any information or data you do not wish to be freely accessible and generally available to Internet users. Unless produced by Equate Systems, Inc., the information you access or receive by using the Equate Systems Software, the Equate Systems Services and Information, the various Equate Systems directories and listings, or information sent to you by other users, is provided, by the users, and entered or posted by them, and is not reviewed, controlled, examined, verified or endorsed by Equate Systems, Inc. in any way. By using the Equate Systems Software, and the Equate Systems Services and Information you agree to 1) Determine whether the information complies with your needs; 2) Ensure that you have adequate legal rights to store, reproduce or otherwise make use of information in the manner used by you; 3) Comply with any legal obligations, including but not limited to, obligations imposed by copyright, trade secrets, defamation, decency, privacy, security and export laws and any other applicable laws. Equate Systems, Inc. is not responsible for any information, including without limitation, online and offline messages and other forms of interpersonal communications available on or through the Equate Systems Services and Information, users' personal data, user posted Web site material, submitted on or through the Software and the Equate Systems Services and Information or residing on the Equate Systems servers. Equate Systems, Inc. may erase, remove, delete, delay, jam or alter such information without prior notice, for functional or any other reason. The Equate Systems Services and Information contain features that may link you or provide you with certain reference and functionality to third parties' Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services ("Services"). These features are provided by Equate Systems, Inc. only as a convenience. The Services are not reviewed, controlled or examined by Equate Systems, Inc. in any way and Equate Systems, Inc. is not responsible for the content of any such Services, or any link contained therein. The offering of these features does not imply endorsement of the Services by Equate Systems, Inc. You are solely responsible for complying with the appropriate terms of services of these Services you chose to access using these features, as well as with any other obligation under copyright, trade secrets, defamation, decency, privacy, security and export laws and any other applicable laws. Any information you choose to provide on any third partiesi Services or any other information derived from your usage of any third partiesi Services, may be used or disclosed by both Equate Systems, Inc. and the third parties subject to their respective privacy policies. In no event shall Equate Systems, Inc. be liable to anyone for any damage arising from or occasioned by the creation or use of the third parties' Services or the information or material accessed through these Services. Equate Systems, Inc. reserves the exclusive right and sole discretion to add, change, decline disable or remove, without notice, any feature, access or link to any of the Services from the Equate Systems Services and Information and/or to introduce different features, access or links to different users. In addition, Equate Systems, Inc. does not endorse any service or product that may be offered by any third party that is advertising through the Equate Systems Equate Systems. 3.Copy Restrictions The Licensed Software, the Content and the accompanying written materials are copyrighted. Unauthorized copying of the Content, the Licensed Software, including software that has been modified, merged, or included with other software, or other written materials is strictly forbidden. You may be held legally responsible for any copyright infringement that is caused or incurred by your failure to abide by the terms of this Agreement. Subject to these restrictions, you may make one (1) archival copy of the Licensed Software solely for backup purposes. You must reproduce and include the original copyright notice and all other notices and legends with the copy. 4.Use Restrictions You may physically transfer the Licensed Software from one computer to another provided that you immediately destroy the original copy and only one copy of the Licensed Software remains at any given time. You may not disclose, publish, translate, release, or distribute copies of the Licensed Software or accompanying written materials to anyone. You may not modify, adapt, translate, or create derivative works based on the Content or the Licensed Software without the prior written consent of Licensor, which may be withheld in Licensoris sole discretion. 5.Transfer Restrictions (a)No Sublicenses. The Licensed Software is licensed to you solely for your own use, and may not be sublicensed, transferred or assigned to any third party or entity without the prior written consent of Licensor. (b)No Decompilation or Reverse Engineering. You shall not attempt to decompile, decrypt, extract, disassemble or otherwise reverse engineer the Licensed Software. 6.Confidentiality. (a)Confidential Information. You hereby acknowledge that you may have access to information that is confidential to Licensor ("Confidential Information"). Confidential Information shall include the Licensed Software, including all related source and object codes, the Documentation, the Content, the terms and pricing under this Agreement, and trade secrets and intellectual property relating to Licensor and the Licensed Software. Confidential Information also includes information relating to Licensoris business or financial affairs, such as financial results, business methods, pricing, competitor and product information and all other information designated as confidential by the disclosing party. Confidential Information shall not include any information which (i) becomes part of the public domain through no act or omission of the other party; (ii) is lawfully acquired by the other party from a third party without any breach of the third partyis obligations to the disclosing party; or (iii) is disclosed by the disclosing party to a third party without any obligation of confidentiality by the third party. You agree to maintain the confidentiality of the Confidential Information and to protect as a trade secret any portion of Licensoris Confidential Information by preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. You agree to maintain at least the same procedures regarding Licensoris Confidential Information that you maintain with respect to your own confidential information. Without limiting the generality of the foregoing, you shall not permit anyone to remove any proprietary or other legend or restrictive notice contained or included in any material provided by Licensor. (b)Injunctive Relief. You acknowledge that any use or disclosure of Licensoris Confidential Information in a manner inconsistent with the provisions of this Agreement may cause Licensor irreparable damage for which remedies other than injunctive relief may be inadequate, and you agree that Licensor shall be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies. (c)Survival. The terms and provisions of this Section 7 shall survive any termination of this Agreement for any reason. 7.Limitation of Liability. The Licensed Software, the Documentation and the Content are provided without warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, noninfringement and fitness for a particular purpose. No oral or written information or advice given by Licensor, its dealers, distributors, agents, or employees shall create a warranty or in any way increase the scope of this warranty, and licensee may not rely on any such information or advice. Neither Licensor nor anyone else who has been involved in the creation, production, or delivery of the Licensed Software, the Documentation or the Content shall be liable for any direct, indirect, consequential, or incidental damages, including damages for loss of business profits, business interruption, loss of business information, and the like (arising out of the use of or inability to use such products) even if Licensor has been advised of the possibility of such damages. 8.Termination. Either party may terminate this Agreement at any time in the event of a material breach by the other party that remains uncured after thirty (30) days written notice thereof. In addition, either party may terminate this Agreement if the other party ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding relating to its liquidation or insolvency which is not dismissed within ninety (90) days, or makes an assignment for the benefit of its creditors. Upon termination, you shall destroy the written materials and all copies of the Licensed Software, including modified copies, if any, on any server, Client, or otherwise. 9.General (a)Export Restrictions. You agree to comply with all export and re-export restrictions and regulations ("Export Restrictions") imposed by the government of the United States. You will not commit any act or omission which will result in a breach of any such Export Restrictions. You agree that you will comply in all respects with any governmental laws, orders or other restrictions on the export of the Licensed Software (and related information and Documentation) which may be imposed from time to time by the governments of the United States ("Export Requirements"). You will take all actions which may be reasonably necessary to assure that you do not contravene the Export Requirements. This Section shall survive the expiration and termination of this Agreement. (b)Surviving Provisions. The terms and conditions of sections 3, 4, 5, 6, 7, 8 and 10(a) of this Agreement shall survive and continue after termination of the Agreement. (c)Entire Agreement. This document contains the entire agreement and understanding concerning the subject matter between Licensor and you and supersedes all prior negotiations, proposed agreements, and all other agreements, whether electronic, written or oral, except all prior confidentiality and non-disclosure agreements to the extent that they are not superseded by this Agreement. Except as provided herein, this Agreement may be amended only by a writing signed by authorized individuals for both parties. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative hearings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. (d)Assignment and Successors in Interest. All of the terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors and permitted assigns of the parties hereto. Except as specifically stated in this Agreement, neither this Agreement nor any of the rights, interests or obligations of either party shall be assigned or delegated without the prior written consent of the other party which consent shall not be unreasonably withheld. Any unauthorized assignment or delegation shall be null and void. (e)Venue/Choice of Law. This Agreement shall be construed in accordance with the laws of the State of California (excluding rules regarding conflicts of law) and the United States of America. In the event of any dispute the parties submit to the personal jurisdiction of and venue in the Superior Court of the State of California, County of Orange, or the United States District Court for the Southern District of California in Los Angeles. (f)Independent Contractors. In performing their respective duties under this Agreement, each of the parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither of the parties will hold itself out in any manner that would be contrary to the provisions of this Section. (g)Severability. In the event that it is determined by a court of competent jurisdiction as a part of a final non-appealable judgment that any provision of this Agreement (or part thereof) is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of the Agreement will remain in full force and effect. Should you have any questions concerning this Agreement, or if you wish to write Equate Systems, Inc., please write to: 6161 Santa Monica Blvd Los Angeles, CA. 90038 or email: info@equatesystems.com. By proceeding, you hereby acknowledge that this computer software product and all images, audio, text, video and other information accessed via this computer software are made available for your use subject to and restricted by the terms of this Agreement between you and Licensor. No duplication, transmission or use of the Licensed Software, Documentation or Content is permitted, except as allowed under the License Agreement.

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