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"ParaChat Enterprise" Software License Agreement

1. Use of Product and Software License. M SQUARE, INC., ("M SQUARE") grants to you a limited, personal, non-sublicensable, non-transferable, non-exclusive license to use the M SQUARE ParaChat Enterprise software (the "Software"), in binary executable form. You agree not to reproduce or modify the Software or any portion thereof, other than is absolutely necessary to operate the Software on a single server. You agree not to rent, sell, lease, or otherwise transfer the Software or any part thereof. You agree not to copy, reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any Software source code or underlying Proprietary Information (as that term is defined below). You will not download, remove or export the Software or any Proprietary Information from the United States except in full compliance with all United States and other applicable laws and regulations. 2. Ownership. Title to and ownership of the Software (including any and all intellectual property rights in the Software), Proprietary Information and all copies of the Software and/or Proprietary Information shall be and at all times remain with M SQUARE. 3. Nondisclosure. You acknowledge that, in the course of using the Software pursuant to this Agreement, you may obtain information relating to the Software and/or to M SQUARE ("Proprietary Information"). Such Proprietary Information shall belong solely to M SQUARE. Proprietary Information shall not include information that is or becomes publicly known through no wrongful act of you or other licensees of the Software. You shall not disclose Proprietary Information to third parties without the written consent of M SQUARE, and agree to undertake reasonable measures to maintain the Proprietary Information in confidence. 4. Warranty Disclaimer. M SQUARE EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT OF THE INFORMATION PASSING THROUGH M SQUARE'S SOFTWARE, SERVICES, COMPUTERS OR NETWORK (HEREAFTER REFERRED TO AS "SERVICE"). THE PARTIES ACKNOWLEDGE THAT THE SOFTWARE IS EXPERIMENTAL IN NATURE AND THAT THE SOFTWARE IS PROVIDED "AS IS" AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. M SQUARE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SOFTWARE OR ANY CONTENT OR INFORMATION ACCESSIBLE BY OR USED WITH THE SOFTWARE. M SQUARE DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5. Limitation of Remedies and Damages. M SQUARE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SOFTWARE, USE OF THE SOFTWARE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. 6. Indemnification. You shall indemnify, defend and hold harmless M SQUARE against any and all claims, damages, costs or other expenses that arise directly or indirectly out of or from (a) your breach of this Agreement or (b) your use or operation of the Software. 7. Nonassignability. Neither your rights nor your obligations arising under this Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect. 8. Applicable Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law rules. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts in California, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. 9. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled. Any modifications of this Agreement must be in writing and signed by both parties hereto, except that M SQUARE reserves the right, in its sole discretion, to amend this Agreement, and to modify, add or discontinue any aspect, content, or feature of the Service. Such amendments, modifications, additions or deletions shall become effective upon notice thereof, which may be provided to you by posting on the Service, via e-mail or any other reasonable means. Continued use of the Service by you shall constitute your binding acceptance of any such amendments, modifications, additions or deletions 10. Equitable Relief. Customer acknowledges and agrees that due to the unique nature of the Software and Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow you or third parties to unfairly compete with M SQUARE resulting in irreparable harm to M SQUARE, and therefore, that upon any such breach or threat thereof, M SQUARE shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. 11. Termination. M SQUARE may terminate this Agreement at any time for any reason or for no reason upon notice thereof, which may be provided to you by posting on the Service, via e-mail or any other reasonable means. You may terminate this Agreement at any time by destroying or erasing your copy of the Software. Upon expiration or termination of this Agreement, you agree to destroy or erase the Software and any Proprietary Information. The following provisions shall survive expiration or termination of this Agreement: Sections 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11. 12. Billing Terms and Conditions. ParaChat Enterprise is being licensed to you for an initial one-time set-up fee and a monthly or annual fee as indicated on the ParaChat.com web site, to which the parties have confirmed and agreed upon through submission of an order. Non-profit or educational discounts, annual and multiple room discounts may apply for qualified sites. All rates are in U.S. Dollars and payable in U.S. Dollars. Payment of set-up and license fees is due upon submission of an order. If you remit payment by check, and your check is returned to us unpaid, you are immediately in default and subject to a returned check charge of $25 (or the maximum amount applicable my law, whichever is less). Checks, Cashier's Checks, and Money Orders used as payment for ParaChat Enterprise must be drawn from United States or Canadian financial institution accounts only. Accounts unpaid 4 days after date of invoice will have their service interrupted. Such interruption does not relieve the licensee's obligation to pay the monthly charge. M Square may, at its discretion, resume service on payment of all past due fees, and a reconnection fee equivalent to the set-up fee may apply. Processing of your order begins when your payment or promise of payment is received. Billing for your service will normally commence when the service is made available for your use, regardless of when you actually begin to use the service. Service is invoiced monthly in advance for monthly licenses. When remitting the license fee by credit card on a monthly basis, the license fee will be automatically processed on a recurring monthly basis to the credit card placed on file until which time service is cancelled, and confirmed cancelled, in writing. Annual licenses will renew automatically, and the appertaining annual license fees will be processed using account information that is on file on the renewal date. Accounts who have licensed ParaChat annually, and have unpaid balances 4 days after the date of an annual license fee invoice will have their service terminated. M Square will use reasonable means to contact annual licensees to renew their service prior to terminating service. 13. Cancellation Policy & Money-Back Guarantee. A ParaChat Enterprise license may be cancelled at any time. A full no-questions-asked license fee refund is available upon written request if service is cancelled within 30 days from the original order date, and the written refund request is received with 30 days from the original order date. Set-up fees are non-refundable. A pro-rated, partial refund of an Annual license fee payment is available if an Annual license is cancelled before the end of the annual license term, and is based upon the Monthly (30 day) license fee rate. No partial license fee refund is available if a ParaChat Enterprise license is cancelled mid-period when licensing on a Monthly (30 day) basis for periods subsequent to 30 days from the original order date, and a complete 30 days of service will be provided in advance of service termination. Cancellation requests must be made by logging into your ParaChat billing account to create and submit a Cancellation Ticket in order to be valid and accepted. Service cancellation requests made by email, telephone, fax, mail, or method other than the successful submission of a Cancellation Ticket are considered void and invalid. Cancellation Tickets must be submitted at least 3 business days before the end of your license renewal date in order to avoid a subsequent license fee from being processed. A link to your secure ParaChat billing account web page is found with your service Help Page. Upon successful submission of your Cancellation Ticket, you will receive a cancellation request number for tracking your request. The effective date of the cancellation request shall be the date and time when M Square receives the Cancellation Ticket, plus 3 business days. A cancellation request will be confirmed in writing via email, and the cancellation process is not complete until the cancellation confirmation is issued, and the Cancellation Ticket is closed. If you have licensed ParaChat on a monthly basis, your service will be terminated at the end of the current license period through which your license fee has already been paid. No license fee refund will be issued for any reason once a monthly license fee has been processed for a subsequent month of service. M Square reserves the right to change license fees at any time without prior notice, and to otherwise modify this License Agreement by notifying you 30 days in advance of the effective date of the change. This Agreement supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Use of M Square services constitutes acceptance of these Terms and Conditions. By clicking "I Agree", you AGREE TO FULLY COMPLY WITH THIS LICENSE AGREEMENT.

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