Product Registration

END-USER LICENSE AGREEMENT

EXPOCHARGER INTERNATIONAL, INC. SOFTWARE LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: This ExpoCharger International, Inc. ("ECI") End-User License Agreement ("EULA") is a legal agreement between you and ECI for all ECI SOFTWARE ("SOFTWARE"). SOFTWARE means (A) all of the contents of the electronic file(s), disk(s), CD-ROM(s), or other media with which this EULA is provided, including but not limited to (i) ECI or third-party software, controls, source code, demos and intermediate files, including but not limited to ExpoCharger® (rebranded as Expocad Web), ConferenceCharger®, Contract Add-on Module and Credit Card Payment Add-on Module; (ii) digital images, stock photographs, clip art, fonts or other artistic works; (iii) related explanatory written materials developed and copyrighted by ECI; and (B) modified versions or updates of the SOFTWARE licensed to you by ECI.

INSTALLING, COPYING, OR OTHERWISE USING THIS SOFTWARE INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS EULA AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. If you do not agree to any part of the terms of this EULA, DO NOT INSLALL, USE, DISTRIBUTE, OR REPLICATE IN ANY MANNER, ANY PART, FILE OR PORTION OF THE SOFTWARE.

All SOFTWARE is nonexclusively licensed, not sold.

RIGOROUS ENFORCEMENT OF INTELLECTUAL PROPERTY RIGHTS. If the licensed right of use for this SOFTWARE is purchased by you with any intent to reverse engineer, decompile, create derivative works, and the exploitation or unauthorized transfer of any ECI intellectual property and trade secrets, to include exposed methods or source code where provided, no licensed right of use shall exist, and any PRODUCT(S) created as a result shall be judged illegal by definition of all applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the fullest extent of all local, federal and international law.

Upon your acceptance of this EULA, ECI grants to you a nonexclusive license to use the SOFTWARE, provided that you agree to the following:

1. FEES, ORDERS AND PAYMENTS.

1.1. LICENSE FEES. Each SOFTWARE Module is licensed separately. The SOFTWARE Module(s) may install together as one DLL, but each SOFTWARE Module must be licensed individually for use. Individual SOFTWARE license fees quoted by ECI, or Authorized Reseller, Supplier or Distributor ("SUPPLIER"), unless otherwise stated, do not include installation or support charges, or any value added, sales, use or other taxes levied or based on license fees or on the licensing or use of SOFTWARE, if applicable. ECI or SUPPLIER will include any applicable taxes or other agreed charges in its invoice to you as a separate item, and you agree to pay them or, if applicable in the case of educational, charitable or other approved use classes or under local law in the country of use, to supply appropriate tax exemption certificates in a form satisfactory to ECI or SUPPLIER.

1.2. ORDER INFORMATION: TERMS OF PAYMENT. You agree that ECI or SUPPLIER may require you to submit a written purchase order for each SOFTWARE limited license, by facsimile transmission or otherwise, including an invoice-to address. If ECI or SUPPLIER has approved your use of an indirect payment method for your order, you agree that you will provide ECI or SUPPLIER with all reasonably requested information including, as applicable, payment card, credit card, personal identification or other similar information. You certify that all information you provide will be accurate, complete and current, and that you will pay all charges incurred by ECI or SUPPLIER in connection with ECI's or SUPPLIER's use of your account, credit card or other payment mechanism. For purchases on account you agree to make payment in full within thirty (30) days of the invoice date. ECI reserves the right to terminate a license for non-payment or fraud.

WARNING: ANTI-FRAUD DETECTION NOTICE

PLEASE NOTE: TO COMBAT FRAUD ECI MAY GATHER IDENTIFYING INFORMATION ABOUT THE COMPUTER RUNNING THE WEB SERVER AND THE COMPUTER RUNNING THE BROWSER SOFTWARE. THIS INFORMATION INCLUDES, BUT MAY NOT BE LIMITED TO, THE IP ADDRESS, HOST ADDRESS AND MACHINE NAME. ECI WILL KEEP THIS INFORMATION CONFIDENTIAL EXCEPT THAT IT WILL BE SUPPLIED TO PROSECUTING OR REGULATORY AUTHORITIES IN CONNECTION WITH FRAUD OR OTHER INVESTIGATIONS.

2. GRANT OF LICENSE AND SOFTWARE USE RESTRICTIONS.

2.1. RESTRICTED LICENSES. In consideration for your entering into this EULA and for your payment of any applicable license fee under Article 1 above, ECI as owner or contracted distributor of the SOFTWARE will grant you, the licensee, a non-transferable and non-exclusive right to:

2.1.1. Install the SOFTWARE on a web server connected to the Internet (a "SYSTEM") and use and execute the Software via a Web browser;

2.1.2. PER-EVENT LICENSE. You may install only one copy of the SOFTWARE onto a hard disk or other storage device of a SYSTEM with a fixed IP address for each license purchased. Your license will be valid until fifteen (15) days past the licensed event end-date.

2.1.3. You agree that you will not reverse compile, reverse engineer, decompile, disassemble, create derivative works, copy, modify, translate or disassemble any portion of the SOFTWARE. You agree to take all reasonable, legal, and appropriate measures to prohibit the illegal dissemination of the SOFTWARE or any of its constituent parts and redistributables to the fullest extent of all applicable local, US Codes and International Laws and Treaties regarding anti-circumvention, including but not limited to, the Geneva and Berne World Intellectual Property Organization (WIPO) Diplomatic Conferences. If you dispose of any media or apparatus containing the SOFTWARE, you will ensure that you have completely erased or otherwise destroyed any SOFTWARE contained or stored on them. You may not distribute, lease, transfer for profit, loan, lend, or otherwise convey the SOFTWARE or any part of it to anyone.

2.2. EVALUATION LICENSES. ECI or SUPPLIER may, solely at their discretion, provide the SOFTWARE for evaluation purposes only. This evaluation SOFTWARE is licensed to you with all the rights set out in Article 2 (a) above, but with a limited license term, operability and/or functionality. You agree and acknowledge that ECI provides evaluation SOFTWARE solely for demonstration purposes and not for long-term use.

2.3. ACCESS LICENSE. Information and data relating to all SOFTWARE available from ECI is provided solely for the purpose of giving you access to SOFTWARE for evaluation or business use on the terms and conditions of this EULA. Amending, modifying or other use of SOFTWARE, and the rental, lending, resale of SOFTWARE is strictly prohibited.

2.4. You agree that ECI may audit your use of the SOFTWARE for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the SOFTWARE by you other than in full compliance with the terms of this EULA, you shall reimburse ECI for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

3. COPYING RESTRICTIONS.

3.1. SOFTWARE AND UPDATES. In order to affect the license rights granted to you, you may install SOFTWARE by copying it onto the hard disk or into the CPU memory of a SYSTEM for use on that SYSTEM, and you may make full or partial copies of SOFTWARE, but only as necessary for backup or archival purposes. You agree that (i) your use and possession of such copies will be solely under the terms and conditions of this EULA, and (ii) you will reproduce the same proprietary and copyright notices and legends on all copies, as shown by ECI or the software proprietor.

3.2. DOCUMENTATION. With respect to electronic and other documentation, you may make any number of copies (either in hard copy or electronic form) provided that such copies shall be used only for internal purposes and are not republished or distributed beyond your premises. You agree not to alter the DOCUMENTATION in any way and to preserve the same proprietary and copyright notices and legends on all copies, as shown by ECI or the software proprietor.

4. RIGHTS IN SOFTWARE. You agree and acknowledge that ECI, on behalf of itself or any software proprietor, transfers no ownership interest in any SOFTWARE copies, regardless of the form or media in which the original or copies may exist, or in the intellectual property (including but not limited to copyright) in any SOFTWARE or in any SOFTWARE copy, to you under this EULA or otherwise, and that ECI and its licensors as applicable reserve all rights not expressly granted to you in this EULA. You further acknowledge that the SOFTWARE, including the code, logic and structure of the SOFTWARE, contain valuable trade secrets belonging to ECI. You agree to secure and protect the SOFTWARE consistent with the maintenance of ECI's rights in the SOFTWARE, as set forth in this EULA. You agree that ECI and SUPPLIER can use the information provided during the purchase of the SOFTWARE to deliver and confirm your purchase, in the marketing or promotion of the SOFTWARE, or for other relevant purposes, as well as contact you again about other products, services, or offers.

5. TRANSFER RESTRICTIONS. You may not rent, lease, lend, sublicense, transfer or assign this EULA or any of your rights or obligations under this EULA, in whole or in part.

6. EXPORT RESTRICTIONS. You agree that the SOFTWARE will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the SOFTWARE is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Syria, Sudan, Libya, Cuba, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the SOFTWARE. All rights to use the SOFTWARE are granted on condition that such rights are forfeited if you fail to comply with the terms of this EULA.

7. TERM; TERMINATION. The term of this EULA will commence when you receive the SOFTWARE by any means and, unless terminated earlier as provided in this Article, will continue for the duration of the licensed event, and EXCEPT THAT the term of your license to use evaluation SOFTWARE, if granted, will be fifteen (15) days or such other period as ECI or SUPPLIER designates at the time you download or receive the evaluation SOFTWARE. The duration of the licensed event is determined by the event start- and end-date entered in the SOFTWARE License Registration form. If you fail to fulfill any of your material obligations under this EULA, ECI and/or its licensors may pursue all available legal remedies to enforce this EULA, and ECI may, at any time after your default of this EULA, terminate this EULA and all licenses and rights granted to you under it. You agree that any ECI licensors referenced in any SOFTWARE are third party beneficiaries of this EULA, and may enforce this EULA as it relates to their intellectual property. You further agree that, if ECI terminates this EULA for your default, you will immediately uninstall and stop using the SOFTWARE and, within thirty (30) days after termination, deliver to ECI or destroy all SOFTWARE originally provided to you under this EULA including any copies you have made.

8. LIMITED SOFTWARE WARRANTY AND DISCLAIMERS. ECI supplies SOFTWARE either on its own behalf or as a licensed distributor of third party proprietary owners.

8.1. ECI OWNED SOFTWARE. You acknowledge that it is not technically practicable to guarantee software to be error-free, and you agree that if any such errors are found to exist they shall not constitute a breach of this EULA. In the event that you discover a material error which substantially affects your use of the SOFTWARE and notify us of the error within ninety (90) days from the date of the earlier of receipt of the SOFTWARE and payment of the license fee (THE "WARRANTY PERIOD") ECI shall at our sole option either refund the license fee (if any) or use all reasonable endeavors to correct by patch or new release (at its option) that part of the SOFTWARE which does not so comply provided that such non-compliance has not been caused by (i) accident, (ii) by any modification, variation or addition to the SOFTWARE not performed by ECI, (iii) caused by its incorrect use, abuse or corruption of the SOFTWARE, (iv) by use of the SOFTWARE with other software or on equipment with which it is incompatible.

ECI does not warrant that operation of its SOFTWARE will be uninterrupted or error free, or that any defects in the SOFTWARE are correctable or will be corrected; or that functions contained in its SOFTWARE will operate in the combinations, which may be selected for use by you to meet your requirements. ECI SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.

8.2. THIRD PARTY PROPRIETARY SOFTWARE. All third party proprietary software is supplied with the benefit of warranties, if any, offered by the third party owners and reproduced by ECI. TO THE FULLEST EXTENT PERMITTED BY LAW ECI DOES NOT ITSELF WARRANT THIRD PARTY PROPRIETARY SOFTWARE IN ANY WAY, INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE, RELIABILITY OR FUNCTIONALITY, AND ECI DOES NOT ACCEPT ANY RESPONSIBILITY FOR PERFORMANCE OF WARRANTY TERMS BY THIRD PARTY SOFTWARE OWNERS.

8.2.1. You acknowledge and agree that the SOFTWARE may be used to connect to or integrate with software and other technology owned and controlled by third parties. In order to connect to or integrate with any and all other such third party software or technology you may be subject to a license agreement with that third party. You acknowledge and agree that you will look solely to the applicable third party and not to ECI to enforce any of your rights with regard to such third party software or technology.

8.3. CD OR OTHER MEDIA. ECI warrants that any CD or other media provided to you by ECI under this EULA is free from defects in materials and workmanship under normal use for a period of ninety (90) days from date of supply. If you return a defective CD or other media to ECI or an authorized ECI representative during the warranty period with proof of purchase ECI will, at its sole option, either replace the defective CD or other media or refund the purchase price for it. This warranty will not apply to any media that has been damaged by abuse, act of God, accident or misuse.

9. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8, ECI MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. AS TO ANY OTHER MATTERS, INCLUDING, BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NONINFRINGEMENT. ECI AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. Some states or jurisdictions do not allow exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties are limited to ninety (90) days.

9.1. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ECI, ITS SUPPLIERS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

10. LIMITATION OF LIABILITY.

10.1. NEITHER ECI NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ECI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.2. ECI'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.

10.3. (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

10.4. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS EULA.

11. BASIS OF BARGAIN. The Warranty Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between ECI and you. ECI would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer and Limited Liability inure to the benefit of ECI's licensors.

12. NO WAIVER. No action taken by either party pursuant to this EULA, and no waiver by either party, whether express or implied, of any provision or right in this EULA or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this EULA, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.

13. SEVERABILITY. If any covenant or provision of the EULA is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this EULA and shall not effect or impair the enforceability or validity of any other provision of this EULA or any part thereof.

14. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of the EULA.

15. SUBMISSIONS. Should you decide to transmit to ECI or its SUPPLIERS by any means or by any media any information (including, without limitation, ideas, concepts, or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions, or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant ECI and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display, and perform the same.

16. IMDEMNIFICATION. You agree to defend, indemnify and hold harmless ECI or its SUPPLIERS, where applicable, against and in respect of any claim, suit, loss, damages, obligations, penalty, deficiency or liability (including, without limitation, attorneys' fees) imposed upon, incurred by or asserted against ECI or its SUPPLIERS, where applicable, that result from or are alleged to result from (a) any breach of this EULA, (b) any acts, misrepresentations or omissions in connection with this EULA, (c) any modification or alteration to the SOFTWARE (other than one made by ECI), and/or (d) any warranty, condition, representation or indemnity granted by you for the SOFTWARE.

17. GOVERNING LAW AND GENERAL PROVISIONS. This EULA will be governed by the laws of the state of New Hampshire, U.S.A., excluding the application of its conflicts of law rules. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in effect. This EULA may only be modified in writing signed by an authorized officer of ECI, although ECI may vary the terms of this EULA in connections with the licensing of any SOFTWARE UPDATES to you.

EXPOCHARGER INTERNATIONAL, INC. reserves all rights not specifically granted in this EULA.

If this product is acquired outside the United States of America, then you agree and ascend to the adherence to all applicable international treaties regarding copyright and intellectual property rights which shall also apply. In addition, you agree that any local law(s) to the benefit and protection of ECI ownership of, and interest in, its intellectual property and right of recovery for damages thereto will also apply.

18. ENTIRE AGREEMENT. This EULA is the entire agreement between you and ECI relating to the SOFTWARE and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE or any other subject matter covered by this EULA. To the extent the terms of any ECI policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.

19. THIRD PARTY SOFTWARE NOTICES.

19.1. This SOFTWARE includes software developed by XHEO (http://www.xheo.com). The XHEO software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. XHEO or its suppliers own the title, copyright and other intellectual property rights in the XHEO software. The XHEO software is licensed, not sold.

19.2. Portions include RichTextBox™ technology used under license from Cornes Ltd. and are copyrighted.

19.3. Portions include Xceed Zip for .NET used under license and copyright Xceed Software Inc.

20. ACKNOWLEDGEMENTS. You acknowledge that you have read this End-User License Agreement, understand it, are authorized to accept it, and agree to be bound by its terms and conditions.

"ExpoCharger," "ConferenceCharger" and "Your show. Your tools. Your way." are registered trademarks of ExpoCharger International, Inc. ("ECI") in the United States and/or other countries. All other trademarks are the property of their respective owners.