END-USER LICENSE AGREEMENT FOR iOiQ, LLC. SOFTWARE

IMPORTANT - READ CAREFULLY:

This iOiQ, LLC. End-User License Agreement ("EULA") is a legal agreement between you (the Licensee, either an individual or a single entity) and iOiQ, LLC. for the iOiQ, LLC. software product identified above. For all purposes, iOiQ, LLC. is the owner of the Software, and any copies thereof, and of all copyright, trade secret, patent, and other intellectual or industrial property rights therein. Physical copies of the Software (in diskette, tape or other form provided by iOiQ, LLC.) shall remain the property of iOiQ, LLC., and such copies shall be deemed to be on loan to Licensee during the term of the license granted pursuant to this Agreement. The existence of any such copyright notice on the Software shall not be construed as an admission, or be deemed to create a presumption, that publication of such materials has occurred.

The software is being licensed "as is" and without warranty of any kind, whether express or implied, written or oral. IOIQ, LLC. DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND OF THE SOFTWARE OR IT'S USE OR THE RESULTS OF ITS USE. IOIQ, LLC. DOES NOT WARRANT THE MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR A PARTICULAR PURPOSE OR ITS CORRECTNESS, ACCURACY, RELIABILITY OR CURRENTNESS. Licensee assumes responsibility for the selection of the Software to achieve its desired results, for the installation and use of the Software, and for the results obtained from the Software.


TERM

The license will commence upon delivery of the Software and will continue so long as Licensee is in full compliance with all of the terms and conditions of this Agreement. In the event of a breach by Licensee of this Agreement, iOiQ, LLC. will be entitled to terminate the license and Licensee shall be required to return the Software and all copies to iOiQ, LLC. and to delete the Software from any hard disk. The license will automatically terminate if Licensee transfers the Software or a copy, in whole or in part, to another party. Because unauthorized use or transfer of the Software may diminish substantially the value of such materials and irrevocably harm Licensor, if Licensee breaches or threatens to breach the provisions of this Agreement, Licensor shall be entitled to injunctive and/or other equitable relief, in addition to other remedies afforded by law, in order to prevent a breach.

LIMITATION OF REMEDIES

In the event that the Software does not perform as specified in the documentation and is returned to iOiQ, LLC. at the above address within 90 days after delivery, iOiQ, LLC. at its election will either replace or repair the Software or refund the purchase price. THIS SHALL BE IOIQ, LLC’S SOLE OBLIGATION AND LICENSEE’S EXCLUSIVE REMEDY IN CONNECTION WITH THE SOFTWARE. NEITHER IOIQ, LLC., ITS DEVELOPERS, OFFICERS, DIRECTORS, EMPLOYEES OR AFFILIATES NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR PERFORMANCE OF THE SOFTWARE SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, PROFITS OR USE OF EQUIPMENT, OR FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, THE RESULTS OF USE OR PERFORMANCE, OR ANY FAILURE OR DEFECTS OF THE SOFTWARE, OR FOR ANY CLAIM BY ANY THIRD PARTY, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.  LICENSOR’S LIABILITY FOR DAMAGES TO LICENSEE FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL NOT EXCEED THE TOTAL LICENSE FEE PAID BY LICENSEE FOR THE LICENSE TO USE THE SOFTWARE UNDER THIS AGREEMENT.

INDEMNIFICATION

Licensee agrees to indemnify and hold iOiQ, LLC., and any of its subsidiaries, assigns, affiliates, employees, directors, stockholders or related parties, harmless against any and all claims, liabilities, demands, damages, expenses, costs or losses (including attorney’s fees and costs as incurred) brought by Licensee, any related entity, or any third party, arising out of, based on, or resulting from any program outputs, results or other information generated from or in connection with the use of the Software.

UPDATES OF THE SOFTWARE

iOiQ, LLC. shall have no obligation to update the Software. However, in the event it does make updates, and provided that Licensee is in full compliance with all of the terms and conditions of this Agreement and has returned to iOiQ, LLC. the signed Registration Form contained in the Software documentation, iOiQ, LLC. will notify Licensee of such updates and will give Licensee an opportunity to purchase them at the price established by iOiQ, LLC.
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