End User License Agreement



This End User License Agreement ("EULA") is a legal agreement between you and iTraq, Inc. ("iTraq") for use of the software embedded on your iTraq location product and application software ("Product") as originally delivered by iTraq ("Software"). BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE; YOU MAY RETURN THE PRODUCT IN ACCORDANCE WITH OUR RETURN POLICY, IF APPLICABLE.

1.     License Grant._ iTraq hereby grants to you a non�exclusive, non�transferable limited copyright license to use the Software embedded on the Product. All rights not expressly granted are reserved by iTraq. This license is with respect to copyright rights only and specifically excludes any and all patent rights. The terms of this EULA will govern any upgrades provided by iTraq that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. The license rights granted under this EULA are limited to the first thirty (30) days after you first use the Software unless you supply information necessary to activate your subscription to the iTraq location service ("Service"). For example, you may activate the Service by adding your iTraq device to iTraq mobile application.

2.     Restrictions. _You agree not to exceed the scope of the foregoing license, copy, create derivative works, reproduce, modify or distribute the Software. Subject to applicable law, you agree not to decompile, reverse engineer, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Software. You agree not to (i) remove any copyright or other proprietary notice from the Software, (ii) sublicense or transfer the Software to a third party; (iii) extract or replace any part of the Software; or (iv) sell, rent, lease, lend, provide commercial hosting services or otherwise transfer the Software for value. This EULA does not allow you to use the Software on a Product that you do not own or control.

3.     No Other Rights._ Any rights not expressly granted to you are reserved by iTraq and its affiliates. Neither this EULA, nor any act by iTraq pursuant to or in connection with this EULA (including, without limitation, the delivery or conveyance of any hardware or software product) shall be construed to provide, either expressly, by implication, by way of estoppel, or otherwise, any license or any rights under any patents, copyrights or any other intellectual property rights of iTraq or its affiliates, except as expressly provided in Paragraph 1 of this EULA.

4.     Ownership. _The Software is licensed and not sold. You agree that iTraq and its licensors retain all right, title and interest in and to the Software and all copies of the Software, including all copyrights therein. The Software is protected by copyright and other intellectual property laws and treaties. Please see "Additional Notices" available at http://www.itraq.com/legal/ for ownership and licensing information about additional software components included with the Product, if any.

5.     Upgrades. _To use Software identified as an upgrade, you must first be licensed for the Software identified by iTraq as eligible for the upgrade. After upgrading, you may no longer use the Software that formed the basis for your upgrade eligibility. You acknowledge and agree that iTraq may automatically check the version of the Software and/or its components that you are utilizing and may provide upgrades or fixes to the Software.

6.     Technical Information._ You agree that iTraq and its affiliates may collect and use technical information related to the Product, the Service and your usage thereof. Our use of such information is further described in our iTraq Privacy Policy located at http://www.itraq.com/legal/.

7.     Termination. _This EULA shall terminate immediately, without notice, if you fail to comply with any material term of this EULA. In addition, iTraq may terminate this Agreement at any time upon notice to you and by posting notice on our website located at http://www.itraq.com. Upon termination you agree to immediately erase the Software from your Product and personal computer. Sections 2, 3, 4 and 7�13 shall survive the expiration or termination of this EULA.

8.     Disclaimer of Warranty._ THE SOFTWARE IS LICENSED TO YOU "AS IS." ITRAQ, IT'S SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES DISCLAIM ANY AND ALL WARRANTIES REGARDING THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON�INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ITRAQ, IT'S SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED IN THOSE JURISDICTIONS.

9.     WAIVER OF CONSEQUENTIAL DAMAGES._TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ITRAQ OR IT'S SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), EVEN IF ITRAQ OR ITS SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.  LIMITATION OF LIABILITY._NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY (IN THE AGGREGATE) OF ITRAQ, ITS SERVICE PROVIDERS, MANUFACTURERS, LICENSORS AND THEIR RESPECTIVE AFFILIATES UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY ITRAQ WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY PERTAINING TO THE PRODUCT) SHALL BE LIMITED TO US $50.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS 8, 9 AND 10) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

11.  Export. _The Software is subject to the export control laws and regulations of the United States and other jurisdictions. You agree to comply with all such laws and regulations.

12.  U.S. Government End Users._ This section only applies to the U.S. Government or if you are or are acting on behalf of an agency or instrumentality of the U.S. Government. The Software is "commercial computer software" developed exclusively at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Software is governed by the terms of this EULA.

13.  Miscellaneous. _This EULA is governed by the laws of the State of Washington, USA, without regard to Washington's conflict of law principles. The United Nations Convention on Contracts for the Sale of International Goods does not apply to this EULA. If any provision hereof is held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this EULA shall not be affected thereby. Certain additional notices are incorporated into this EULA which iTraq, Inc. is required to provide with certain software components. Those notices are found at http://www.itraq.com/legal/ and are incorporated herein by this reference. Your use of software components together with the iTraq, Inc. software is subject to the terms of your separate license from iTraq, Inc. Compliance with all copyright laws and software licenses included in this EULA are the responsibility of the user. Please keep in mind that the iTraq Privacy Policy, Terms of Use and Terms of Sale for your Product are additional contracts that you agree to and by which you also are bound. A copy of the iTraq Privacy Policy, Terms of Use & Terms of Sale may be found at http://www.itraq.com/legal. Please keep this EULA, a copy of the iTraq Privacy Policy, Terms of Use and the Terms of Sale for your records. This EULA constitutes the entire agreement between you and iTraq regarding its subject matter and supersedes any prior or contemporaneous agreement, whether written or oral, relating to the subject matter of this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the remaining provisions of this EULA shall continue in full force and effect. This EULA may be updated from time to time and each update shall be effective immediately upon its posting on this web page.