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Last modified:  November 11, 2013

A) SHARETRONIX “OPEN SOURCE PERSONAL LCENSE” SOFTWARE
TERMS AND CONDITIONS OF USE
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IMPORTANT - READ CAREFULLY:

THESE SOFTWARE LICENSE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND SHARETRONIX, LLC ("SHARETRONIX") WITH RESPECT TO YOUR USE OF THE SHARETRONIX SOFTWARE.  BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE LICENSE TERMS AND CONDITIONS YOU MAY NOT USE OR COPY THE SOFTWARE, AND YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE AND DOCUMENTATION.  

1.	DESCRIPTION OF SOFTWARE

Sharetronix’s software is a microblogging and social networking platform provided to you in source code form. The software and documentation together are the “Software” for the purposes of this Agreement.

From time to time, Sharetronix may make updates to the Software available to you.  If you wish to update your Software, you must agree to the then-current Software license in order to receive the update.

2.	LICENSE GRANT

Subject to the terms and conditions of this Agreement (including without limitation the terms of Section 3 below), Sharetronix grants you a non-exclusive, non-sublicensable and non-transferable license during the term of this Agreement (a) to use, reproduce and make derivative works of the Software only for your personal use, expressly excluding any business purpose of any kind unless the prior written approval of Sharetronix is obtained, and (b) to use, reproduce, and make derivative works of the Software in connection with the development of applications intended to interface with the Software and modifications to the user interface of the Software (collectively, “Your Developments”).  No distribution rights are granted herein with respect to the Software or any derivative works of the Software, nor any of Your Developments using any portion of the Software (including without limitation any application programming interfaces to the Software), and “business purposes” includes, without limitation, communication within a company, work-related communication among employees, project management work, communication with clients or potential clients, or any offer of the use of the Software to any third party, without regard to whether or not you charge a fee for such use. 

You agree that any distribution rights with respect to any derivative works of the Software and any of Your Developments using any portion of the Software (including without limitation any application programming interfaces to the Software) shall be subject to the terms and conditions of a separate agreement between you and Sharetronix, and that you will not distribute or otherwise make any such items available to any third party unless and until Sharetronix has granted you such rights under such separate agreement.
You agree that the Software will be hosted and that hosting shall be either be purchased on  Sharetronix.com, or through a Sharetronix authorized hosting company.

Sharetronix may, but has no obligation to, provide customer support and/or software upgrades, enhancements, or modifications for the Software (collectively, "Support").  Any Support Sharetronix may provide is provided at Sharetronix’s sole discretion, and Sharetronix may terminate such Support at any time without notice to you. Sharetronix may change, suspend, or discontinue any aspect of the Software at any time, including the availability of any feature, interface or function. 

Sharetronix retains all rights, title, and interest in and to the Products, all derivative works thereof, and all associated intellectual property rights in each of those. All rights in the Products not expressly granted hereunder are reserved. Except as expressly permitted in this Agreement you shall not cause or permit: (a) sublicensing, or (b) access or other dissemination of the Software, in whole or in part, to any third party. No right, title or interest in or to any Sharetronix trademark, service mark, trade name, or logo of Sharetronix or its licensors in granted under this Agreement.  

3.	DERIVATIVE WORKS

A "Derivative Work" is any derivative work or modification of, or any improvement to, the Software, including any implementation of any application programming interfaces or other interfaces to the Software, any portion of Your Development that consists of the foregoing.  You may submit Derivative Works to Sharetronix by any means that may be available to you, but you are under no obligation to do so, and Sharetronix is under no obligation to accept any Derivative Work you may submit to Sharetronix nor to include any Derivative Work in any Software or application add-on.  All Derivative Works shall be subject to the terms and conditions of this Agreement, without any additional terms or conditions unless otherwise expressly agreed by Sharetronix in a signed agreement or a form agreement provided by Sharetronix.  Sharetronix receives no ownership rights in Your Developments under this Agreement except as expressly set forth in this Section 3. 

As a condition to your use of the Software, you hereby irrevocably assign to Sharetronix all right, title and interest in and to any and all Derivative Works you may create, including but not limited to all copyrights, moral rights, and other proprietary rights therein (other than patents), existing under the law of any country in the world, or under any treaty (collectively, (“Intellectual Property Rights”). You will execute all documents as reasonably requested by Sharetronix to perfect any such rights in the Derivative Works in Sharetronix.  

To the extent that under any applicable mandatory law, such rights are not assigned under this Agreement, you hereby grant Sharetronix an exclusive (or non-exclusive if an exclusive license is not permitted under applicable law), unconditional, fully-paid, royalty-free, worldwide, perpetual, irrevocable, transferable, assignable, and sublicenseable (to any number of tiers) license to fully use, exercise, exploit and commercialize the Derivative Works and all Intellectual Property Rights therein in any manner now known or in the future discovered.  

To the extent such license grant is non-exclusive or not fully valid, effective or enforceable under applicable mandatory law, you hereby grant to Sharetronix (and anyone requested by Sharetronix), such rights and permissions (and to impose restriction on third parties) as Sharetronix reasonably requests from time to time for Sharetronix to have a legal and business position as close as possible to full and exclusive legal ownership.

You hereby grant to Sharetronix and to and to any and all individuals and entities who obtain, access, use, or distribute any Sharetronix product or derivative work thereof (by whomever made) a perpetual, non-exclusive, worldwide, fully paid-up, royalty free, sublicensable, assignable, irrevocable (except as set forth below with respect to litigation) license to any patent rights to make, have made, use, offer to sell, sell, import, and otherwise exploit or transfer your Derivative Works or further derivative works thereof (by whomever made), where such license applies only to those patent claims licensable by you that are necessarily infringed by your Derivative Work alone or by combination of your Derivative Work with other works associated with the Software. The patent license granted in this paragraph shall immediately terminate with respect to any party that institutes patent litigation against you or Sharetronix (including a cross-claim or counterclaim in a lawsuit) alleging that your Derivative Work, or the Software work to which you have contributed, constitutes direct or contributory or other indirect patent infringement, or which seeks to invalidate your patent claims or any Sharetronix patent claims. 

At no time hereafter shall You dispute, contest, or aid or assist others in disputing or contesting, either directly or indirectly, Sharetronix's rights in any and all Derivative Works, including (but not limited to) any and all Intellectual Property Rights and patent rights therein.  You also hereby forever waive and agree never to assert against Sharetronix, its successors, licensees, or assignees, any and all moral rights you may have in any Derivative Works.  

Upon making the assignment and grants set forth in this Section, you shall receive from Sharetronix a non-exclusive, worldwide, fully paid-up, royalty-free, irrevocable license under the rights you have assigned or exclusively licensed to Sharetronix to use, exercise, exploit and commercialize your Derivative Works and all Intellectual Property Rights therein (exclusive of any Software and any underlying Sharetronix or third party Intellectual Property Rights) in any manner now known or in the future discovered. 

Upon public release of Software that includes your Derivative Work, unless you clearly communicate otherwise to Sharetronix, Sharetronix may identify you in any acknowledgements section of the documentation.

You represent and warrant the following with respect to all Derivative Works you submit to Sharetronix or make available to any third party: (a) you are of the age of majority in your jurisdiction, and you are legally entitled to grant the above assignment and license; (b) the assignment and license above do not conflict in any way with any of your obligations to or agreements with any third party, including without limitation your employer; (c) no third party materials or Intellectual Property Rights are included in any Derivative Work, including any of either of the foregoing belonging to your employer or that you have licensed to any third party, and the rights you have granted herein do not constitute a violation of any third party rights; (d) no permission, consent, approval or license is required from any government entity or third party for Sharetronix to fully exploit the rights you have granted Sharetronix in the Derivative Works; and (e) you will promptly notify Sharetronix of any facts or circumstances of which you become aware that would cause any of the foregoing representations and warranties to be untrue or inaccurate. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, YOU DISCLAIM ALL WARRANTIES OF ANY KIND TO SHARETRONIX WITH RESPECT TO THE DERIVATIVE WORKS, EITHER EXPRESS OR IMPLIED.  

YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION YOU RECEIVE PURSUANT TO THIS AGREEMENT IS THE SOLE AND EXCLUSIVE CONSIDERATION YOU WILL EVER RECEIVE IN CONNECTION WITH YOUR ASSIGNMENT, LICENSE GRANTS AND WARRANTIES UNDER THIS SECTION 3 AND YOUR OTHER OBLIGATIONS AND RESPONSIBILITIES UNDER THIS AGREEMENT.

4.	SOFTWARE PROVIDED AS-IS

THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SHARETRONIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SHARETRONIX OR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR DISTRIBUTORS SHALL CREATE ANY WARRANTY IN ADDITION TO THOSE GIVEN HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY IN FULL TO YOU.  ANY IMPLIED WARRANTIES NOT PERMITTED TO BE EXCLUDED SHALL BE LIMITED TO THE MINIMUM WARRANTY AND PERIOD OF TIME PERMITTED BY APPLICABLE LAW.

5.	LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL SHARETRONIX BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE UNDER ANY THEORY, INCLUDING CONTRACT, TORT, OR NEGLIGENCE, EVEN IF SHARETRONIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL SHARETRONIX'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC LICENSE OF THE SOFTWARE TO WHICH THE LIABILITY IS RELATED. TO THE EXTENT THE LAWS OF YOUR JURISDICTION DO NOT PERMIT SUCH A LIMITATION OF LIABILITY WITH RESPECT TO THE SOFTWARE, YOU AGREE THAT SHARETRONIX DISCLAIMS ALL LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

6. TERMINATION

This Agreement may be terminated by either party upon written notice to the other party, and shall terminate automatically and without notice if you breach any of the terms hereof.  The terms of this Agreement shall remain in full force and effect with respect to any Derivative Work submitted prior to the termination date of this Agreement (as well as any assignment, license or right hereunder with respect thereto or with respect to any related Intellectual Property Right or patent).  Upon termination, you must discontinue use of all of the Software and by destroying all your copies of the applicable Software. 

7.  GOVERNMENT END USERS

If the Software is supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Agreement apply.

8. NOTICE

Sharetronix may provide you with notices by email, regular mail, or any other method reasonably calculated to reach you.

9. GENERAL INFORMATION

Assignment.  This Agreement is personal to you. You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, without Sharetronix’s prior written consent. Any attempted assignment by you shall be null and void. Sharetronix may assign its right and obligations under this License at its sole discretion.  This Agreement shall bind each party’s permitted successors and assigns.

Choice of Law and Forum.  This Agreement and the relationship between you and Sharetronix shall be governed by the laws of the State of California without regard to its conflict of law provisions. All disputes and claims arising out of or relating to, this Agreement or the Software, shall be determined exclusively by final and binding arbitration, conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") conducted in San Francisco, California, USA. The AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings.  The foregoing notwithstanding, the terms of this paragraph requiring arbitration do not apply to any breach or alleged breach of the ownership or license rights of Sharetronix with respect to the Software (including any Derivative Works), and that, in such event, Sharetronix will be irreparably harmed and, in addition to all other remedies provided by this Agreement or available at law, entitled to equitable and injunctive relief without the requirement of posting a bond or other form of surety. Except as expressly set forth above in this paragraph, you and Sharetronix may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators.  You and Sharetronix agree to submit to the personal and exclusive jurisdiction of the courts located within the city and county of San Francisco, California, and each party waives its right to trial by jury. The parties agree that the prevailing party herein shall be entitled to recover its costs, disbursements, and reasonable attorney’s fees from the non-prevailing party following a final judgment, and that the non-prevailing party shall pay the arbitrator’s fees.

Waiver and Severability of Terms.  Sharetronix’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Entire Agreement. This Agreement constitutes the entire agreement between you and Sharetronix and governs your use of the Software, superseding any prior agreements between you and Sharetronix with respect to the Software. The parties have required that this Agreement and all documents relating thereto be drawn up in English.  Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

If you have any questions concerning this Agreement or the Software, you may contact Sharetronix:  Sharetronix, LLC, 1 California St, Suite 1900, San Francisco, CA 94111, Phone #: 877-789-0010, info@sharetronix.com.






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Last modified:  November 11, 2013

B) SHARETRONIX “OPEN SOURCE COMMERCIAL LICENSE” SOFTWARE
TERMS AND CONDITIONS OF USE
---------------------------------------------------------

IMPORTANT - READ CAREFULLY:

THESE SOFTWARE LICENSE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND SHARETRONIX, LLC ("SHARETRONIX") WITH RESPECT TO YOUR USE OF THE SHARETRONIX SOFTWARE.  BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE LICENSE TERMS AND CONDITIONS YOU MAY NOT USE OR COPY THE SOFTWARE, YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE AND DOCUMENTATION PRIOR TO ANY SUCH USE, AND UPON YOUR WRITTEN CERTIFICATION TO SHARETRONIX THAT YOU HAVE NOT USED THE SOFTWARE AND DOCUMENTATION, AND HAVE DESTROYED YOUR COPIES OF THE SOFTWARE AND DOCUMENTATION, SHARETRONIX WILL REFUND THE LICENSE FEE YOU HAVE PAID FOR SUCH USE.  

1.	DESCRIPTION OF SOFTWARE; PAYMENT AND UPDATES

Sharetronix’s software is a microblogging and social networking platform provided to you in source code form. The software and documentation together are the “Software” for the purposes of this Agreement.

The use of the Software under this Agreement is expressly conditioned on your payment of the license fees communicated to you by Sharetronix in connection with your acquisition of a copy of the Software. 

From time to time, Sharetronix may make updates to the Software available to you.  If you wish to update your Software, you must agree to the then-current Software license in order to receive the update, and if required by Sharetronix, you may be required to pay an additional license fee for such updates.

2.	LICENSE GRANT

Subject to the terms and conditions of this Agreement (including without limitation the terms of Sections 3 and 4 below and your payment of all fees charged by Sharetronix), Sharetronix grants you a non-exclusive, non-sublicensable and non-transferable license during the term of this Agreement (a) to use, reproduce and make derivative works of the Software for your internal business purposes, (b) to offer the use of the Software to any third party and to charge fees for such use, (c) to display paid advertisements within the Software, (d) to remove any Sharetronix advertisements or links from the Software, and (e) to use, reproduce, and make derivative works of the Software in connection with the development of applications intended to interface with the Software and modifications to the user interface of the Software (collectively, “Your Developments”).  For the purposes of this license grant, “internal business purposes” includes, without limitation, communication within a company, work-related communication among employees and other company personnel, project management work or communication with clients or potential clients.  No distribution rights are granted herein with respect to the Software, any derivative works of the Software, nor any of Your Developments using any portion of the Software (including without limitation any application programming interfaces to the Software). 

You agree that any distribution rights with respect to any derivative works of the Software and any of Your Developments using any portion of the Software (including without limitation any application programming interfaces to the Software) shall be subject to the terms and conditions of a separate agreement between you and Sharetronix, and that you will not distribute or otherwise make any such items available to any third party unless and until Sharetronix has granted you such rights under such separate agreement.

Sharetronix may, but has no obligation to, provide customer support and/or software upgrades, enhancements or modifications for the Software (collectively, "Support").  Any Support Sharetronix may provide is provided at Sharetronix’s sole discretion, and Sharetronix may terminate such Support at any time without notice to you. Sharetronix may change, suspend, or discontinue any aspect of the Software at any time, including the availability of any feature, interface or function. 

Sharetronix retains all right, title, and interest in and to the Products, all derivative works thereof, and all associated intellectual property rights in each of those. All rights in the Products not expressly granted hereunder are reserved. Except as expressly permitted in this Agreement you shall not cause or permit: (a) sublicensing, or (b) access or other dissemination of the Software, in whole or in part, to any third party. No right, title or interest in or to any Sharetronix trademark, service mark, trade name, or logo of Sharetronix or its licensors in granted under this Agreement.  

3.	LICENSE FEES
As consideration for the License grant, you agree to pay Sharetronix one hundred ninety-nine US Dollars ($199).

4.	DERIVATIVE WORKS

A "Derivative Work" is any derivative work or modification of, or any improvement to, the Software, including any implementation of any application programming interfaces or other interfaces to the Software, any portion of Your Development that consists of the foregoing. You may submit Derivative Works to Sharetronix by any means that may be available to you, but you are under no obligation to do so, and Sharetronix is under no obligation to accept any Derivative Work you may submit to Sharetronix, nor to include any Derivative Work in any Software or application add-on.  All Derivative Works shall be subject to the terms and conditions of this Agreement, without any additional terms or conditions unless otherwise expressly agreed by Sharetronix in a signed agreement or a form agreement provided by Sharetronix.  Sharetronix receives no ownership rights in Your Developments under this Agreement except as expressly set forth in this Section 3. 

As a condition to your use of the Software, you hereby irrevocably assign to Sharetronix all right, title and interest in and to any and all Derivative Works you may create, including but not limited to all copyrights, moral rights, and other proprietary rights therein (other than patents), existing under the law of any country in the world, or under any treaty (collectively, (“Intellectual Property Rights”). You will execute all documents as reasonably requested by Sharetronix to perfect any such rights in the Derivative Works in Sharetronix.  

To the extent that under any applicable mandatory law, such rights are not assigned under this Agreement, you hereby grant Sharetronix an exclusive (or non-exclusive if an exclusive license is not permitted under applicable law), unconditional, fully-paid, royalty-free, worldwide, perpetual, irrevocable, transferable, assignable, and sublicenseable (to any number of tiers) license to fully use, exercise, exploit and commercialize the Derivative Works and all Intellectual Property Rights therein in any manner now known or in the future discovered.  

To the extent such license grant is non-exclusive or not fully valid, effective or enforceable under applicable mandatory law, you hereby grant to Sharetronix (and anyone requested by Sharetronix), such rights and permissions (and to impose restriction on third parties) as Sharetronix reasonably requests from time to time for Sharetronix to have a legal and business position as close as possible to full and exclusive legal ownership.

You hereby grant to Sharetronix and to and to any and all individuals and entities who obtain, access, use, or distribute any Sharetronix product or derivative work thereof (by whomever made) a perpetual, non-exclusive, worldwide, fully paid-up, royalty free, sublicensable, assignable, irrevocable (except as set forth below with respect to litigation) license to any patent rights to make, have made, use, offer to sell, sell, import, and otherwise exploit or transfer your Derivative Works or further derivative works thereof (by whomever made), where such license applies only to those patent claims licensable by you that are necessarily infringed by your Derivative Work alone or by combination of your Derivative Work with other works associated with the Software. The patent license granted in this paragraph shall immediately terminate with respect to any party that institutes patent litigation against you or Sharetronix (including a cross-claim or counterclaim in a lawsuit) alleging that your Derivative Work, or the Software work to which you have contributed, constitutes direct or contributory or other indirect patent infringement, or which seeks to invalidate your patent claims or any Sharetronix patent claims. 

At no time hereafter shall You dispute, contest, or aid or assist others in disputing or contesting, either directly or indirectly, Sharetronix's rights in any and all Derivative Works, including (but not limited to) any and all Intellectual Property Rights and patent rights therein.  You also hereby forever waive and agree never to assert against Sharetronix, its successors, licensees, or assignees, any and all moral rights you may have in any Derivative Works.  

Upon making the assignment and grants set forth in this Section, you shall receive from Sharetronix a non-exclusive, worldwide, fully paid-up, royalty-free, irrevocable license under the rights you have assigned or exclusively licensed to Sharetronix to use, exercise, exploit and commercialize your Derivative Works and all Intellectual Property Rights therein (exclusive of any Software and any underlying Sharetronix or third party Intellectual Property Rights) in any manner now known or in the future discovered. 

Upon public release of Software that includes your Derivative Work, unless you clearly communicate otherwise to Sharetronix, Sharetronix may identify you in any acknowledgements section of the documentation.

You represent and warrant the following with respect to all Derivative Works you submit to Sharetronix or make available to any third party: (a) you are of the age of majority in your jurisdiction, and you are legally entitled to grant the above assignment and license; (b) the assignment and license above do not conflict in any way with any of your obligations to or agreements with any third party, including without limitation your employer; (c) no third party materials or Intellectual Property Rights are included in any Derivative Work, including any of either of the foregoing belonging to your employer or that you have licensed to any third party, and the rights you have granted herein do not constitute a violation of any third party rights; (d) no permission, consent, approval or license is required from any government entity or third party for Sharetronix to fully exploit the rights you have granted Sharetronix in the Derivative Works; and (e) you will promptly notify Sharetronix of any facts or circumstances of which you become aware that would cause any of the foregoing representations and warranties to be untrue or inaccurate. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, YOU DISCLAIM ALL WARRANTIES OF ANY KIND TO SHARETRONIX WITH RESPECT TO THE DERIVATIVE WORKS, EITHER EXPRESS OR IMPLIED.  

YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION YOU RECEIVE PURSUANT TO THIS AGREEMENT IS THE SOLE AND EXCLUSIVE CONSIDERATION YOU WILL EVER RECEIVE IN CONNECTION WITH YOUR ASSIGNMENT, LICENSE GRANTS AND WARRANTIES UNDER THIS SECTION 3 AND YOUR OTHER OBLIGATIONS AND RESPONSIBILITIES UNDER THIS AGREEMENT.

5.	SOFTWARE PROVIDED AS-IS

THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. SHARETRONIX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SHARETRONIX OR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR DISTRIBUTORS SHALL CREATE ANY WARRANTY IN ADDITION TO THOSE GIVEN HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY IN FULL TO YOU.  ANY IMPLIED WARRANTIES NOT PERMITTED TO BE EXCLUDED SHALL BE LIMITED TO THE MINIMUM WARRANTY AND PERIOD OF TIME PERMITTED BY APPLICABLE LAW.

6.	LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL SHARETRONIX BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE UNDER ANY THEORY, INCLUDING CONTRACT, TORT, OR NEGLIGENCE, EVEN IF SHARETRONIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL SHARETRONIX'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC LICENSE OF THE SOFTWARE TO WHICH THE LIABILITY IS RELATED. TO THE EXTENT THE LAWS OF YOUR JURISDICTION DO NOT PERMIT SUCH A LIMITATION OF LIABILITY WITH RESPECT TO THE SOFTWARE, YOU AGREE THAT SHARETRONIX DISCLAIMS ALL LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

7. TERMINATION

This Agreement may be terminated by either party upon written notice to the other party, and shall terminate automatically and without notice if you breach any of the terms hereof or fail to pay any license fee when due. The terms of this Agreement shall remain in full force and effect with respect to any Derivative Work submitted prior to the termination date of this Agreement (as well as any assignment, license or right hereunder with respect thereto or with respect to any related Intellectual Property Right or patent).  Upon termination, you must discontinue use of all of the Software and by destroying all your copies of the applicable Software. 

8.  GOVERNMENT END USERS

If the Software is supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Agreement apply.

9. NOTICE

Sharetronix may provide you with notices by email, regular mail, or any other method reasonably calculated to reach you.

10. GENERAL INFORMATION

Assignment.  This Agreement is personal to you. You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, without Sharetronix’s prior written consent. Any attempted assignment by you shall be null and void. Sharetronix may assign its right and obligations under this License at its sole discretion.  This Agreement shall bind each party’s permitted successors and assigns.

Choice of Law and Forum.  This Agreement and the relationship between you and Sharetronix shall be governed by the laws of the State of California without regard to its conflict of law provisions. All disputes and claims arising out of or relating to, this Agreement or the Software, shall be determined exclusively by final and binding arbitration, conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") conducted in San Francisco, California, USA. The AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings.  The foregoing notwithstanding, the terms of this paragraph requiring arbitration do not apply to any breach or alleged breach of the ownership or license rights of Sharetronix with respect to the Software (including any Derivative Works), and that, in such event, Sharetronix will be irreparably harmed and, in addition to all other remedies provided by this Agreement or available at law, entitled to equitable and injunctive relief without the requirement of posting a bond or other form of surety.  Except as expressly set forth above in this paragraph, you and Sharetronix may litigate in court only to compel arbitration under this Agreement or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators.  You and Sharetronix agree to submit to the personal and exclusive jurisdiction of the courts located within the city and county of San Francisco, California, and each party waives its right to trial by jury. The parties agree that the prevailing party herein shall be entitled to recover its costs, disbursements, and reasonable attorney’s fees from the non-prevailing party following a final judgment, and that the non-prevailing party shall pay the arbitrator’s fees.

Waiver and Severability of Terms.  Sharetronix’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Software, or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Entire Agreement. This Agreement constitutes the entire agreement between you and Sharetronix and governs your use of the Software, superseding any prior agreements between you and Sharetronix with respect to the Software. The parties have required that this Agreement and all documents relating thereto be drawn up in English.  Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

If you have any questions concerning this Agreement or the Software, you may contact Sharetronix:  Sharetronix, LLC, 1 California St, Suite 1900, San Francisco, CA 94111, Phone #: 877-789-0010, E-Mail: info@sharetronix.com.



