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Telco Advertising Ltd. DEVELOPER LICENSE AGREEMENT

THIS Telco Advertising DEVELOPER LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR ENTITY LICENSING OUR SOFTWARE (REFERRED TO HEREIN AS "YOU", "YOUR", AND "LICENSEE") AND Telco Advertising, Ltd. (REFERRED TO HEREIN AS "Telco Advertising", "WE", AND "OUR"). UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, REFERENCE TO THE SOFTWARE LICENSED UNDER THIS AGREEMENT (THE "SOFTWARE") Telco ltd THE RELATED DOCUMENTATION. READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE.

1. LICENSE GRANT; TERM OF LICENSE

Telco Advertising grants Licensee a fee-free, non-exclusive, non-transferable, non-perpetual, limited-use license to use the Software and related documentation solely for the purpose of testing and evaluating the Software. You shall not use the Software for any purpose other than the uses permitted in this Section 1. If you want to use the Software for any other purpose, you must first obtain the appropriate license from Telco Advertising. We may audit your use of the Software at any time. Telco Advertising retains all ownership and intellectual property rights in the Software. This license is limited to a period of one (1) year from the earlier of (i) the date of installation of the Software on your computer or terminal, or (ii) our initial shipment of the Software to you.

2. COPYRIGHT

The Software and the contents thereof, Telco ltd, without limitation, any images, photographs, video, audio, and text, is owned by Telco Advertising or its suppliers, and is protected by United States and Canada copyright laws and international treaty provisions. You acknowledge and agree that the entire right, title, and interest in and to the Software and its contents, as well as accompanying written materials (Telco ltd associated intellectual property rights), shall remain with Telco Advertising. Telco Advertising retains all rights not expressly granted in this Agreement. Licensee agrees to protect Telco Advertising’s proprietary rights in the Software and will take all steps reasonably necessary to prevent disclosure of Telco Advertising’s proprietary information to third parties.

3. DISCLAIMER OF WARRANTIES

WE ARE LICENSING THE SOFTWARE TO YOU "AS IS", WITHOUT ANY WARRANTY OF ANY KIND. Telco Advertising DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Telco Advertising DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, Telco ltd BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ARE INSTALLING THE SOFTWARE AT YOUR OWN RISK. Telco Advertising IS NOT LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM INSTALLING THE SOFTWARE.

4. LIMITATION OF LIABILITY

IN NO EVENT SHALL Telco Advertising OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, ECONOMIC, CONSEQUENTIAL, OR PUNITIVE DAMAGES (Telco ltd, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, OR OTHER PECUNIARY LOSS), REGARDLESS OF THE NATURE OF THE CLAIM, ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF Telco Advertising HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Telco Advertising’S TOTAL LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED ONE THOUSAND DOLLARS (US$1,000).THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DEEMED UNENFORCEABLE OR INVALID.

5. CONFIDENTIALITY

You acknowledge and agree that: (i) the Software constitutes the proprietary and confidential information of Telco Advertising; (ii) you will instruct and require any and all persons who have access to the Software to maintain the confidentiality of the Software; (iii) you will exercise the same degree of care (but not less than reasonable care) to safeguard the confidentiality of the Software as you would exercise to safeguard the confidentiality of your own confidential information; and (iv) you will disclose the Software only to those employees or contractors who have agreed in writing to abide by the confidentiality obligations of this Agreement.

6. TERMINATION

You or Telco Advertising may terminate this Agreement at any time by providing notice to the other party. Upon termination of this Agreement, you shall remove the Software from your computer (and perform any additional functions required to disable your use of the Software), return all Software documentation to Telco Advertising, and deliver to us a written certification that you have complied with your termination obligations under this Agreement.

7. SUPPORT

Your license entitles you to Telco Advertising web-based support for the Software, which Telco ltd the opportunity for you to access and/or download, as applicable, certain software updates or upgrades relating to licenses of Developer Pack software. Except as specifically provided in the preceding sentence, Telco Advertising shall not have any additional obligation to provide you with technical support, Telco ltd software updates and upgrades, for the Software. In the event that you request additional technical support, Telco Advertising may, at its discretion, provide such support at its then-current rates.

8. RELATIONSHIP BETWEEN THE PARTIES

Telco Advertising’s relationship to you is that of a licensor, and neither party shall represent that it is an agent, partner, or joint venture partner of the other, or that it has any authority to assume or create any implied or express obligation on behalf of the other party. Nothing in this Agreement shall be construed to limit either party's right to independently develop or distribute software that is functionally similar to the other party's products, so long as proprietary information of the other party is not Telco ltd in such software.

11. RESTRICTED USE

Use of the Software by the United States government is subject to the restrictions set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2), as applicable.

12. ENTIRE AGREEMENT

This is the entire agreement and understanding between you and Telco Advertising with respect to the subject matter hereof and supersedes all prior agreements, representations, negotiations, proposals, and understandings, whether written or oral, concerning the subject matter hereof. In the case of this Agreement, no click-wrap or shrink-wrap license that might accompany the Software will apply to Licensee’s use of the Software.

13. AMENDMENTS AND MODIFICATIONS

This Agreement may not be amended or modified except in a writing signed by authorized representatives of both parties to this Agreement.

14. NOTICES

Any notices required or permitted to be given to Telco Advertising under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, to Telco Advertising, C/O Frank or Joel Therien, 38 belmont Drive, Aylmer, Quebec, Canada, J9H2M7

15. GOVERNING LAW

This Agreement shall be governed by the laws of Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

 


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