PHPLIVECHAT LICENSE AGREEMENT AND WARRANTY DISCLAIMER REDISTRIBUTION OF SOFTWARE NOT PERMITTED _________________________________________ License for PHPLIVECHAT Product, IMPORTANT -- READ CAREFULLY: This PHPLIVECHAT License Agreement ("License Agreement") is a legal agreement between you (either an individual or an entity) and PHPLIVECHAT, Inc. and its suppliers and licensors (collectively "PHPLIVECHAT") for this software product, whether provided in physical form or received on- line in electronic form ("Software"). By clicking on the "I Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, do not proceed with finalizing the order. _________________________________________ This Software and the Documentation is proprietary to PHPLIVECHAT, and is protected by the copyright and other intellectual property laws of the United States and international treaties. The Software is licensed, not sold. 1. GRANT OF LICENSE. Subject to the provisions contained in this License Agreement, PHPLIVECHAT hereby grants you a non- exclusive, non-transferable, one year license to install and use the Software according to the following terms and conditions: (a) Installation/Use. This License permits you to install ONE copy of the Software on a single computer (i.e. "Server") containing one or more central processing units ("CPU's"). You may use your installed copy of the Software for it's intended purpose of online one-on-one Chatting. (b) You agree that you shall not use any PHPLIVECHAT trademark in a way which may imply that PHPLIVECHAT endorses, is affiliated with, or sponsors you or your products without PHPLIVECHAT's express written permission. (c) Restrictions on Transfer. Except as otherwise expressly allowed under this agreement, you shall not rent, lease, sell, sublicense, assign, pledge, encumber or otherwise transfer the Software. Any party authorized by PHPLIVECHAT to use or receive the Software must agree to be bound by, and you agree to inform all users of the Software of, the terms and conditions of this License Agreement PHPLIVECHAT reserves the right to withhold such authorization for any reason. 2. You may not rent, lease, sell or transfer the Software or documentation without PHPLIVECHAT's express written consent, which PHPLIVECHAT may withhold in its discretion. Reservation of Rights. All rights not expressly granted to you are reserved to PHPLIVECHAT. 3. TITLE. The Software is licensed, not sold. Title, ownership rights and intellectual property rights in and to the Software are owned by PHPLIVECHAT or its suppliers and are protected by United States copyright law and international treaty provisions. 4. DISCLAIMER OF WARRANTY. THE SOFTWARE IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHPLIVECHAT FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION. PHPLIVECHAT SHALL NOT BE RESPONSIBLE FOR ANY DEFECT THAT RESULTS FROM YOUR ABUSE, MISUSE OR OTHER CONDUCT OR CONDITIONS OUTSIDE THE CONTROL OF PHPLIVECHAT. PHPLIVECHAT MAKES NO REPRESENTATION OR WARRANTY THAT THE INFORMATION OR FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT ANY SOFTWARE DEFECTS ARE CORRECTABLE OR WILL BE CORRECTED. IN ADDITION, ANY SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS. 5. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL PHPLIVECHAT OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, THE DOCUMENTATION OR ANY OTHER ACCOMPANYING MATERIALS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PHPLIVECHAT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER, IN NO EVENT SHALL PHPLIVECHAT'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO PHPLIVECHAT FOR THE SOFTWARE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 6. INDEMNIFICATION. You agree to hold harmless, indemnify and defend PHPLIVECHAT, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have copied, used, published, displayed, or transmitted any content or materials (other than materials provided by PHPLIVECHAT) in connection with the Software in violation of another party's rights. 7. TERMINATION. This License Agreement is effective until terminated. You may terminate this License Agreement at any time by destroying all copies of the Software in your possessions or by returning all such copies to PHPLIVECHAT. HOWEVER, THIS DOES NOT ENTITLE CUSTOMER TO A REFUND. This License Agreement and your right to use this Software automatically terminate if you fail to comply with any material provision of this License Agreement. Upon termination, you must stop all use of the Software and must destroy any copies that remain in your possession. Otherwise, the restrictions on your rights to use the Software will end upon expiration of the copyright to the Software. 8. REFUNDS. Once software is in your possession, no refunds will be issued. PHPLIVECHAT reserves all rights if customer chooses to dispute the applicable charges. 9. MISCELLANEOUS. This License Agreement shall constitute the complete and exclusive agreement between us. This License Agreement may not be modified except in a writing duly signed by an authorized representative of PHPLIVECHAT and you. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law provisions and you consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Texas. Any and all unresolved disputes arising under this License Agreement shall be submitted to arbitration in the State of Texas. The arbitration shall be conducted under the rules then prevailing of the American Arbitration Association. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.