Installation

End user license agreement (EULA)

READ THIS CAREFULLY

Please read this agreement carefully before installing Axandra's Marketing ROI Optimizer (AxROI). By installing and using our software, you acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions.

This Axandra's Marketing ROI Optimizer (AxROI) End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity known as "Customer") and Voget Selbach Enterprises GmbH, which owns a proprietary computer software and "on-line" or electronic documentation (collectively known as "Axandra's Marketing ROI Optimizer (AxROI)" or "Software"). By installing, copying, or otherwise using the Software or any Software Updates, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to the terms of this Agreement, do not install, copy, or use the Software, including all Software Updates that Customer received as part of the Software (each, an "Update").

By installing, copying, or otherwise using an Update, Customer agrees to be bound by the additional license terms that accompany such Update. If Customer does not agree to the terms of the additional license terms that accompany the Update, disregard the Update and the additional license terms that accompany the Update. In this event, Customer's rights to use the Software shall continue to be governed by then-existing Agreement.

1. Copyright

All title and copyrights in and to the Software (including but not limited to any software components, product documentation and associated media, sample files, extension files, tools and utilities, miscellaneous technical information, collectively referred to herein as the "Software"), and any copies of the Software, are owned by Voget Selbach Enterprises GmbH. The Software is protected by German copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material, except that Customer may either (i) make one copy of the Software solely for backup or archival purposes, provided Customer reproduces and includes Voget Selbach Enterprises GmbH's copyright and trademark notices contained on the original disk labels on such backup copy, or (ii) transfer the Software to a hard disk, provided Customer keeps the original solely for backup and archival purposes. The Software is licensed, not sold.

2. Grant of License

a. Voget Selbach Enterprises GmbH grants Customer use of the Software only if Customer has purchased the Software.

b. Voget Selbach Enterprises GmbH grants Customer a non- exclusive license to use Voget Selbach Enterprises GmbH's Axandra's Marketing ROI Optimizer (AxROI) computer software (the "Software").

c. Acceptance: Axandra's Marketing ROI Optimizer shall be deemed accepted by Customer upon payment of the Software by Customer.

3. Other Restrictions

a. The Software is the sole and exclusive property of Voget Selbach Enterprises GmbH, including all applicable rights to patents, copyrights, trademarks and trade secrets and is provided for Customer's exclusive use for the purposes of this Agreement and will be held in confidence.

b. Customer will not remove any designation mark from any supplied material that identifies such material as belonging to or developed by Voget Selbach Enterprises GmbH.

c. Customer may not rent, lease, or sub license the Software.

d. Customer may permanently transfer all of Customer's rights under this Agreement, provided Customer retains no copies, Customer transfers all of the Software (including all component parts, the media and printed materials, any upgrades, and this Agreement), Customer provides Voget Selbach Enterprises GmbH notice of Customer's name, company, and address and the name, company, and address of the person to whom Customer is transferring the rights granted herein, and the recipient agrees to the terms of this Agreement and pays to Voget Selbach Enterprises GmbH a transfer fee in an amount to be determined by Voget Selbach Enterprises GmbH and in effect at the time in question. If the Software is an upgrade, any transfer must include all prior versions of the Software. If the Software is received as part of a subscription, any transfer must include all prior deliverables of Software and all other subscription deliverables. Upon such transfer, Customer's license under this Agreement is automatically terminated.

e. Customer may use or transfer the Updates to the Software only in conjunction with Customer's then-existing Software. The Software and all Updates are licensed as a single product and the Updates may not be separated from the Software for use at any time.

f. Customer must be 18 years or older and an adult in his/her jurisdiction.

g. We cannot guarantee that the Software will work for all times. If you change your web host, or if your web host installs a new PHP or MySQL version, the software may not work anymore. We cannot guarantee the support of certain search engines in the Software.

h. All title and intellectual property rights in and to the content which may be accessed through use of the Software are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content.

i. Customer must make sure that it is legal to use the software in Customer's country or jurisdiction.

j. Customer must not use the software for sending unsolicited email messages (so-called "spamming").

k. All trademarks are owned by their respective holders.

4. Termination

Without prejudice to any other rights, Voget Selbach Enterprises GmbH may terminate this Agreement if Customer fails to comply with the terms and conditions of this Agreement. In such event, Customer must destroy all copies of the Software in any form and all of its component parts.

5. Disclaimer of Warranty

a. NO WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOGET SELBACH ENTERPRISES GMBH DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE CANNOT GUARANTEE THAT THE SOFTWARE WILL WORK FOR ALL TIMES. IF THE SEARCH ENGINES CHANGE THEIR FORMAT OR IF YOU INSTALL A NEW WEB BROWSER VERSION, THE APPLICATION MAY NOT WORK ANYMORE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

b. NO LIABILITY FOR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOGET SELBACH ENTERPRISES GMBH BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF VOGET SELBACH ENTERPRISES GMBH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

c. Voget Selbach Enterprises GmbH shall be relieved of any and all obligations with respect to this section for any portions of the Software that are revised, changed, modified, or maintained by anyone other than Voget Selbach Enterprises GmbH.

6. Governing Law

This Agreement shall be construed and the legal relation between the parties determined in accordance with German law. Area of jurisdiction is Ransbach-Baumbach, Germany.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTAND IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND VOGET SELBACH ENTERPRISES GMBH WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN CUSTOMER AND VOGET SELBACH ENTERPRISES GMBH RELATING TO THE SOFTWARE. This Agreement may not be modified except by a writing signed by a duly authorized representative of Voget Selbach Enterprises GmbH.

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