End User License Agreement

WINGUIDES TWEAK MANAGER

IMPORTANT: THIS AGREEMENT CONTAINS IMPORTANT RIGHTS AND LIMITATIONS. READ IT CAREFULLY BEFORE USING THE SOFTWARE.

You have expressed interest in utilizing certain services and software provided by WINGUIDES. The software product includes computer programs and other proprietary material ("Software"), the use of which is subject to the terms and conditions of this end user services and license agreement ("Agreement"). Proceeding with registration and use of the software is your acceptance of this Agreement. By using all or any portion of the Software you accept all the terms of this Agreement. You agree that this Agreement is enforceable like any written negotiated agreement signed by you.

IF YOU DO NOT AGREE WITH ALL THE TERMS, DO NOT USE THIS SOFTWARE.

Only one person is permitted to use the Software under this Agreement, and only one Username and Password will be issued under each Agreement This is an agreement between you ("Licensee") and WINGUIDES and governs your use of certain WINGUIDES services and software for internet-mediated management of your computers and peripherals. Below, "we" or "our" refers to WINGUIDES.

PAYMENT. If you wish to use the registered version of the Software and the related services, you will need to access <http://www.winguides.com/tweak/> and provide us your credit card information or other payment method. You will then be issued a username and password which can be used to activate the Software and allow you access to the WINGUIDES services.

GRANT. Subject to payment of applicable license and subscription fees, we grant to you a limited, non-assignable and non-transferable non-exclusive license to use the Software and accompanying documentation ("Documentation") in the manner described in this Agreement. The term of your license is the term of this Agreement. You can install the Software on up to two (2) computers, but you will have to pay a separate fee for every username and password registered on the WINGUIDES system. The Software is licensed as a single product.

SERVICES. During the Term of this Agreement we will provide to you certain services. These are provided solely in conjunction with the Software. The services are to enable management of your Windows based computers and peripherals. We will collect certain information from you, concerning you and your computers and peripherals. This data is further described below under "Data Collection and Privacy."

LIMITED WARRANTY. We warrant that the Software will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of your receipt of the Software. We warrant that we have good and clear title to or have the right to sublicense the Software being licensed hereunder for the duration and under the terms provided for in this Agreement. This warranty covers only problems reported to us during the warranty period.

CUSTOMER AND EMPLOYER SECURITY. It is possible that the use of WINGUIDES software may cause computer and internet security issues for Customer and/or CustomerÆs employer. We are not responsible for damages or liability related to any such security issues and Customer should take whatever precautions deemed necessary or advisable by Customer to prevent such issues from occurring, including notification of CustomerÆs employerÆs IT department before implementation and use of the Software.

CUSTOMER REMEDIES. OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY WARRANTY OR OTHER LEGAL THEORY SHALL BE LIMITED TO REPLACEMENT OF THE SOFTWARE, OR RETURN OF THE FEES PAID ATTRIBUTABLE TO A PERIOD DURING WHICH YOU ARE UNABLE TO USE THE SOFTWARE AS A DIRECT RESULT OF A LIABILITY WE HAVE UNDER THIS AGREEMENT.

NO OTHER WARRANTIES. WINGUIDES DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, SECURITY, OR TITLE, DEFECTS IN THE PHYSICAL MEDIA AND DOCUMENTATION, OPERATION OF THE SOFTWARE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, AND THE ACCOMPANYING PRINTED MATERIALS. EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS." SOME STATES MAY NOT ALLOW SOME OF THESE LIMITATIONS AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

IN NO EVENT SHALL WINGUIDES BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR THEORY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR INACCURACY OF INFORMATION), NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING OUT OF THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WINGUIDES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WINGUIDESÆS LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. Because some jurisdictions do not allow the exclusion or limitation of liability of consequential or incidental damages, the above limitation may not apply to you.

For certain features the Software requires access via the Internet to certain computer servers operated or maintained by us (the "Servers") and to computers and other peripherals operated by you. We will take reasonable care to maintain the operability of the Servers, which care shall include reasonable accommodation for service and other intermittent periods for routine hardware and software maintenance. Notwithstanding such care, we make no representation that the Servers will be available at any particular time, or for a particular length of time. We make no representation that data transmitted through the Software, or via the related services, will not be lost, or corrupted, or intercepted by third parties. Due to the nature of the Internet and the multiple interacting computers and programs involved in the operation of the Servers and other necessary computers, we disclaim any warranty of availability or reliability of any products or services including the Software.

You understand that the Software is not intended for use in connection with any high risk of personal injury or strict liability activity (including, without limitation, air travel, space travel, fire fighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations) and that we make no warranty and shall have no liability in connection with any use of the Software in such situations.

The parties do not intend to create, and there are no, third party beneficiaries of this Agreement.

OWNERSHIP. The Software, any accompanying printed materials, and all copies of these, are owned by us and are protected by copyright, trademark and trade secret laws and international treaty provisions. The Software is licensed and not sold.

YOUR RESPONSIBILITIES. You may not make any unauthorized copies of the Software, except that you may either make one copy of the Software solely for backup or archival purposes or transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not permit other individuals who are not your employees or authorized contractors to use the software. You may not modify, rent, lease, sublicense or use the Software for service bureau purposes, and you may not transfer your rights under this Agreement. You may not reverse engineer, decompile or disassemble the Software, except to the extent expressly permitted by applicable law. REDISTRIBUTION of the Software is NOT PERMITTED.

FUNCTIONALITY. The Software supports various forms of internet mediated communication. You need to have the correct hardware and software installed to enable this communication, such as a personal computer (PC) with the Windows operating system and an Internet connection through an third-party Internet service provider.

HARDWARE AND SOFTWARE MINIMUM REQUIREMENTS. We do not warrant that the Software is compliant or compatible with any particular configuration of hardware or software, or any particular peripheral.

MAINTENANCE AND SUPPORT; OTHER SERVICES. We do not have any responsibility for the implementation or installation of the Software, nor for any training with respect to its use.

DATA COLLECTION AND PRIVACY. To enable billing, the internet communications for which you will use the Software, and for other purposes, we will collect a variety of data from and about you. We may collect your IP addresses, password, names, and email addresses, credit card information, and address. The Software also places a cookie, or small data file, on your computer for the purpose of determining (a) tracking referrals from other web sites and (b) remembering how to log you in, and for other customer services. All this information is, together, termed "Customer Data". Not all information about what information we collect, or what we do with it, is described in this Agreement. Further details on what information we collect, why we collect it, how we use it, who has access to it, and how you can view or modify it, is available at our web site, http://www.winguides.com/.

INDEMNITY. You will indemnify, defend and hold us harmless from and against any and all claims, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including without limitation reasonable attorneys' and expertsÆ fees, directly or indirectly resulting from or related to any claimed infringement or violation of personÆs rights of privacy based on any action or inaction by you, or any personÆs rights including tort claims arising out of your representations, omissions, or actions.

UPGRADES. From time to time we may release new versions of the Software which contain improvements. This agreement will be extended to include both the original version of the Software and the new version, unless we amend the agreement.

TERM. This agreement will remain in effect for an indefinite period, unless it is terminated earlier by us due to a breach by you of its terms including those set out under "Your Responsibilities," or under the conditions set forth below under "Termination". Upon termination you will cease all use of the Software and destroy, or return to us, all printed materials and copies of the Software. We have no responsibility to assist you in any data migration or transfer at any time, or to provide you any data, including when this agreement is terminated.

TERMINATION. In any addition to your breach of any of the terms of this agreement, including your failure to pay the fee, this agreement will immediately terminate (1) upon the dissolution of the other party; (2) upon the insolvency, filing of a voluntary or involuntary petition under any law relating to bankruptcy, appointment by a court of a temporary or permanent receiver, trustee or custodian for the party's business, or an assignment for the benefit of creditors, of the other party; (3) except in the case of the sale of substantially the entire business of the other party, immediately upon the assignment or attempted assignment by the other party of its rights or obligations under this agreement without the prior written consent of the party; (4) if licenses, permits, or other permissions necessary to conduct the business contemplated by this Agreement are suspended, revoked, or cancelled, and such status is not cured within 30 days.

We may terminate this Agreement and its licenses, for any reason, by giving you at least 30 days notice. You may terminate this agreement for any reason by giving us at least 30 days written notice. This written notice to us must be accomplished by logging onto our customer service area at http://www.winguides.com/ and following the instructions there to deactivate your account.

MISCELLANEOUS. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes any other agreement relating to the Software. This agreement shall be construed pursuant to the laws of the State of South Australia and Australia without regard to the conflict of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

JURISDICTION. ANY DISPUTES RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER WILL BE SUBJECT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN ADELAIDE, AUSTRALIA, AND YOU AND WE AGREE TO THE PERSONAL JURISDICTION OF SUCH COURTS, AND YOU AND WE WAIVE ANY RIGHT EITHER OF US MAY HAVE TO MOVE OR DISMISS ANY CASE BROUGHT IN SUCH COURTS.