Proximiti Software License Agreement

AGREEMENT BETWEEN USER AND PROXIMITI

This Proximiti Software License Agreement, (the "Agreement") is a legal agreement between you individually or the company/organization for whose benefit you are authorized to act ("You") and Proximiti Technologies, Inc. ("Proximiti") (together the "Parties" and individually each a "Party").

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE PROXIMITI SOFTWARE. BY USING THE PROXIMITI SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE TERMS OF THIS AGREEMENT, PLEASE CONTACT PROXIMITI AT legalinfo@proximiti.com.

1. General. The software and documentation accompanying this License on any media or in any other form (collectively the "Proximiti Software") are licensed, not sold, to you by Proximiti Technologies, Inc. ("Proximiti") for use only under the terms of this License, and Proximiti reserves all rights not expressly granted to you. The rights granted herein are limited to Proximiti's and its licensors' intellectual property rights in the Proximiti Software and do not include any other patents or intellectual property rights. You own the media on which the Proximiti Software is recorded but Proximiti and/or Proximiti's licensor(s) retain ownership of the Proximiti Software itself. The rights granted under the terms of this License include any software upgrades that replace and/or supplement the original Proximiti Software product, unless such upgrade contains a separate license. Title and intellectual property rights in and to any content displayed by or accessed through the Proximiti Software belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content.

2. Permitted License Uses and Restrictions. This Agreement grants you a personal, revocable, non-exclusive, non-transferable right to use license ("RTU") that permits You to install and use up to the number of copies of the Software corresponding to the number of copies authorized by Proximiti. The aforementioned license may be extended to allow third party utilization where You give permission to use the Software to your family members, employees, consultants or independent contractors or any third party who hosts the Software on Your behalf and where such other person/entity agrees to abide by the terms of this Agreement (an "Authorized User").

You may make one copy of the Proximiti Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Proximiti Software or any part thereof.

3. General Limitations. The RTU is limited to those applications to which you subscribe from Proximiti and may be conditioned upon the payment of fees to Proximiti. Utilization is limited to Your own personal or internal purposes. And utilization in association with products and services to which you do not subscribe or which you are not authorized is prohibited.

You may not rent, lease, lend or sublicense the Proximiti Software. You may, however, make a one-time permanent transfer of all of your license rights to the Proximiti Software to another party, provided that: (a) the transfer must include all of the Proximiti Software, including all its component parts, original media, printed materials and this License; (b) you do not retain any copies of the Proximiti Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Proximiti Software reads and agrees to accept the terms and conditions of this License.

You may not print, distribute or modify the Software, in whole or in part. You may not copy, reproduce or in any other manner duplicate the Software except as specifically authorized elsewhere in this Agreement.

Notwithstanding other sections of this License, Proximiti Software labeled or otherwise provided to you on a promotional basis may only be used for demonstration, testing and evaluation purposes and may not be resold or transferred.

4. Data Utilization. You agree that Proximiti and its subsidiaries may collect and use non-identifying technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Proximiti Software. Proximiti may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

You maintain ownership and title to all data and information that You provide in regard to operating the Proximiti Software. To the extent that during the course of utilizing of the Proximiti Software, Proximiti becomes aware of Your confidential/proprietary information, Proximiti will treat such information in full accordance Proximiti's privacy policies as stated www.proximiti.com/privacy.

IMPORTANT NOTE: This software may be used to reproduce and store materials and data. It is licensed to you only for use in regard to materials you are authorized or legally permitted to reproduce and/or maintain.

5. Third Party Software/Services. As part of the capability provided by the Proximiti Software, You may have access or links to third party content, third party software and/or third party services. You acknowledge and agree that, notwithstanding that Proximiti may provide links to databases and may make available third party applications to You, the third party software and services are not under the control of Proximiti. Proximiti cannot guarantee access to any particular third party service or software and any access is provided by Proximiti "AS IS" with no express or implied conditions, endorsement, guarantees, representations or warranties. You must separately acquire any utilized third party software directly from its suppliers and are solely responsible for compliance with the license agreement or additional terms and conditions applicable to it. In no event shall such separate license agreements or additional terms and conditions between You and the supplier be binding on Proximiti or impose any additional obligations, or obligations inconsistent with the terms of this Agreement, upon Proximiti whatsoever.

6. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Proximiti if you fail to comply with any term(s) of this License. The Parties explicitly agree that the right to automatically terminate any RTU without notice includes the right to terminate for non-payment of fees and changes. Upon the termination of this License, you shall cease all use of the Proximiti Software and destroy all copies, full or partial, of the Proximiti Software.

7. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PROXIMITI SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROXIMITI SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PROXIMITI AND PROXIMITI'S LICENSORS (COLLECTIVELY REFERRED TO AS "PROXIMITI" FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PROXIMITI SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PROXIMITI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PROXIMITI SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE PROXIMITI SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PROXIMITI SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE PROXIMITI SOFTWARE WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE, OR THAT DEFECTS IN THE PROXIMITI SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROXIMITI OR A PROXIMITI AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE PROXIMITI SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PROXIMITI BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PROXIMITI SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PROXIMITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Proximiti's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of five hundred dollars ($500.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

9. Export Control. You may not use or otherwise export or re-export the Proximiti Software except as authorized by United States law and the laws of the jurisdiction in which the Proximiti Software was obtained. In particular, but without limitation, the Proximiti Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Proximiti Software, you represent and warrant that you are not located in any such country or on any such list. You further acknowledge that the Software may include encryption technology that may be subject to special export, import and use controls and hereby agree to comport with such special rules.

10. Controlling Law and Severability. This License shall be governed exclusively by its terms and by the laws of the State of Florida without reference to its conflicts of laws principles. Venue shall be deemed located in the Florida courts located in Hillsborough County, Florida or the Federal Court within the Middle District of Florida. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The Parties hereby specifically waive all rights to a trial by jury in any matter related to or arising from this Agreement. The Parties agree that this License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

11. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the Proximiti Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Proximiti.