End-User License Agreement for DigiCel Software

 IMPORTANT – Read Carefully: This End-User License Agreement ("agreement") is a legal agreement between you (either an individual or a single entity) and DigiCel, Inc. ("DigiCel") for the DigiCel software that accompanies this agreement, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software"). An amendment or addendum to this agreement may accompany the Software.  By installing, copying, or otherwise using the software, you agree to be bound by the terms of this agreement. If you do not agree, do not install, copy, or otherwise use the software.

 DigiCel Software License

 1.             GRANTS OF LICENSE. DigiCel grants you the rights described in this agreement provided that you comply with all terms and conditions of this agreement. DigiCel grants to you as an individual, a personal, nonexclusive license to install and use the Software on a SINGLE COMPUTER located on your premises for your internal use.

2.             RESERVATION OF RIGHTS AND OWNERSHIP. DigiCel reserves all rights not expressly granted to you in this agreement. The Software is protected by copyright and other intellectual property laws and treaties. DigiCel or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.

 3.             LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

 4.             NO DISTRIBUTION/RENTAL/COMMERCIAL HOSTING/SOFTWARE TRANSFER. You may not distribute, rent, lease, lend or provide commercial hosting services with the Software. You may not assign or otherwise transfer the Software or any of your rights hereunder to any third party without prior written consent from DigiCel.

 5.             ADDITIONAL SOFTWARE/SERVICES. This agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that DigiCel may provide to you or make available to you after the date you obtain your initial copy of the Software, unless we provide other terms along with the update, supplement, add-on component, or Internet-based services component. DigiCel reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.

 6.             TERMINATION. Without prejudice to any other rights, DigiCel may terminate this agreement if you fail to comply with the terms and conditions of this agreement. In such event, you must return all copies of the Software and all of its component parts.

 7.             DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DigiCel AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

 8.             EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DigiCel OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF DigiCel OR ANY SUPPLIER, AND EVEN IF DigiCel OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 9.             LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF DIGICEL AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR US$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

 10.           APPLICABLE LAW. This agreement is governed by the laws of the State of Arizona.

 11.           ENTIRE AGREEMENT; SEVERABILITY. This agreement (including any addendum or amendment to this agreement which is included with the Software) are the entire agreement between you and DigiCel relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this agreement. To the extent the terms of any DigiCel policies or programs for support services conflict with the terms of this agreement, the terms of this agreement shall control. If any provision of this agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.