SQUARELOOP, INC.

END-USER SOFTWARE LICENSE AGREEMENT (EULA)

Effective August 1, 2007

This following SquareLoop End User Software License Agreement ("Agreement"), www.squareloop.com/eula is a legal agreement between you, whether personally or on behalf of an entity ("you"), and SquareLoop, Inc. ("SquareLoop") regarding the license of SquareLoop's Handset Messaging Software, Server Software or other software and related or accompanying documentation (collectively, "Messaging Software") necessary to enable your mobile device to receive and view messages, which software you have chosen to download from the SquareLoop website ("Website") located at http://www.squareloop.com/.  The Messaging Software is licensed to you subject to the terms of this Agreement.  All capitalized terms that are not defined in this Agreement shall have the meaning set forth in the SquareLoop, Inc. - Terms of Use Agreement, which can be found at, www.squareloop.com/termsofuse.

The accompanying executable code version of the Messaging Software is made available to you under the terms of this Agreement.  BY CLICKING THE "ACCEPT" BUTTON, OR BY INSTALLING OR USING THE SQUARELOOP MESSAGING SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THE AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" BUTTON, AND DO NOT INSTALL OR USE ANY PART OF THE MESSAGING SOFTWARE.

DURING THE INSTALLATION PROCESS, OR AT LATER TIMES, YOU MAY BE GIVEN THE OPTION OF INSTALLING ADDITIONAL COMPONENTS FROM THIRD-PARTY SOFTWARE PROVIDERS.  THE INSTALLATION AND USE OF THOSE THIRD-PARTY COMPONENTS MAY BE GOVERNED BY ADDITIONAL LICENSE AGREEMENTS.

1)      License Grant 

Upon acceptance of the terms of this Agreement and the SquareLoop Terms of Use Agreement, SquareLoop grants you a terminable, non-sublicensable, non-transferable, non-exclusive license to install and use one copy of the Messaging Software on each of your Mobile Devices solely for your personal use in connection with receiving Digital Content uploaded by SquareLoop's Customer for transmission to your device via SquareLoop's servers.  This Agreement will also govern any software upgrades provided by SquareLoop that replace and/or supplement the original Messaging Software, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.

2)      Termination

If you breach this Agreement, your right to use the Software will terminate immediately and without notice, but all provisions of this Agreement except Section 1 ("License Grant") will survive termination and continue in effect.  Upon termination, you must destroy all copies of the Messaging Software.

3)      Beta Release Versions of the Software

In the event that the version of the Software is a "beta release" or other pre-release version ("Beta Release"), the Beta Release may contain, in SquareLoop's sole discretion, more or fewer features or different licensing terms than a subsequent commercial release of the Software.  While SquareLoop generally intends to distribute commercial versions of Beta Releases, SquareLoop reserves the right not to release a later commercial version of any Beta Release.  Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by SquareLoop to be suitable for commercial use, and that it may contain errors affecting its proper operation.  By clicking to accept this Agreement, you acknowledge and agree that use of a Beta Release may exhibit sporadic disruptions that have the potential to disrupt your use of the Software and potential to affect the handset operations in general. You also acknowledge and agree that a Beta Release may not protect you in blocking unacceptable digital content, meaning digital content showing profanity in word or symbol format.  You further acknowledge and agree that the Beta Release will send unencrypted information to your telecommunications device and that SQUARELOOP is unable to guarantee that information you send to your telecommunications device will be secure or private.  SQUARELOOP specifically disclaims all damages resulting from your use of the beta Release.

4)      License to SquareLoop

By providing Subscriber data to SquareLoop's servers, you agree to grant, and hereby grant, to SquareLoop a nonexclusive, perpetual, transferable, sublicensable, royalty-free, non-revocable, worldwide license to copy, modify, and otherwise use such data for the purpose of enabling you to receive and view content on your Mobile Device by means of SquareLoop's servers and for managing related Customer accounts and billing functions.  You hereby acknowledge and affirm that the use of the SquareLoop service and Website is sufficient consideration for the grant of this license to SquareLoop.

5)      Proprietary Rights 

SquareLoop, for itself and on behalf of its licensors, hereby reserves all intellectual property rights in the Messaging Software, except for the rights expressly granted in this Agreement.  You may not remove or alter any trademark, logo, copyright or other proprietary notice in or on the Software.  This license does not grant you any right to use the trademarks, service marks, membership marks, or logos of SquareLoop or its licensors except as set forth in ("Intellectual Property Rights" Section) of the SquareLoop, Inc. Terms of Use Agreement made available online at http://www.squareloop.com/administrator/www.squareloop.com/termsofuse.  You agree not to decompile, reverse engineer, copy, adapt or distribute the Messaging Software or to use it for any purpose other than receiving and viewing only those types, tiers, and subject matter content of messages selected for receipt by you through SquareLoop or its customer(s).

6)      Privacy Policy 

You agree to the terms of the SquareLoop Privacy Policy, made available online at www.squareloop.com/privacy, as that policy may be changed from time to time.  When SquareLoop changes the SquareLoop Privacy Policy in a material way a notice will be posted on the website at www.squareloop.com/privacy and, the updated SquareLoop Privacy Policy will be posted at the above link.  It is your responsibility to ensure that you understand the terms of the SquareLoop Privacy Policy, so you should periodically check the current version of the policy for changes.

7)      Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS".  TO THE EXTENT PERMITTED BY LAW, SQUARELOOP AND SQUARELOOP'S CUSTOMERS, RESELLERS, AND DISTRIBUTORS, AND LICENSORS, HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE AND NON-INFRINGING.  YOU BEAR THE ENTIRE RISK AS TO SELECTING THE SOFTWARE FOR YOUR PURPOSES AND AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.  THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. 

8)      Limitation of Liability

EXCEPT AS REQUIRED BY LAW, SQUARELOOP AND ITS DISTRIBUTORS, DIRECTORS, LICENSORS, CONTRIBUTORS AND AGENTS (COLLECTIVELY, THE "SQUARELOOP GROUP") WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, AND DEVICE OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED.  YOU HEREBY AGREE TO OPERATE ANY DEVICES TO WHICH THE SOFTWARE IS UPLOADED IN A SAFE MANNER AND IN COMPLIANCE WITH ALL APPLICABLE LAWS.  THE SQUARELOOP GROUP'S COLLECTIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU UNDER THE LICENSE (IF ANY).  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

9)      Export Controls

This license is subject to all applicable export restrictions.  You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use.

10)  U.S. Government End-Users 

This Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995).  Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Software with only those rights as set forth therein.

11)  Dispute Resolution

All disputes are governed by the provisions contained in the SquareLoop Terms of Use Agreement, which can be found at http://www.squareloop.com/administrator/www.squareloop.com/termsofuse.

12)  Other 

This Agreement constitutes the entire agreement between SquareLoop and you concerning the subject matter hereof, and it may only be modified by a written amendment signed by an authorized executive of SquareLoop.  Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of the Commonwealth of Virginia, U.S.A., excluding its conflict of law provisions.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.  If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.  A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Except as required by law, the controlling language of this Agreement is English.  You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms; SquareLoop, Inc. may assign its rights under this Agreement without condition.  This Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.

END