End-User License Agreement

THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) ("YOU") AND ATTITUDE POSITIVE, INC. (ACCUPOS) IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, TERMINATE THIS INSTALLATION AND PROMPTLY RETURN ALL SOFTWARE AND DOCUMENTATION, IF APPLICABLE, TO THE PLACE YOU OBTAINED THE SOFTWARE FOR A FULL REFUND. THE SOFTWARE INCLUDES COMPUTER SOFTWARE, THE ASSOCIATED MEDIA, ANY PRINTED MATERIALS, AND ANY "ONLINE" OR ELECTRONIC DOCUMENTATION. BY DOWNLOADING THE SOFTWARE AND/OR OPENING THE SOFTWARE PACKET(S) AND/OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS.

1. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement and your payment of the applicable license fees, ACCUPOS grants YOU a limited, nontransferable, nonexclusive license to use the Software solely (i) in object (executable) code form, (ii) on a single computer (the "Computer"), and (iii) for your internal use and without any further rights. YOU understand that YOU must comply with ACCUPOS’ Software registration policies and the failure to comply with those policies may result in the disablement of the Software. The Software is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM, or other storage device) of a computer.

2. COPYRIGHT. The Software and all copies provided to YOU are licensed and not sold. All title to the Software resides and remains in ACCUPOS and its suppliers. The Software is protected by U.S. copyright laws and international copyright treaties. YOU may make one copy of the Software solely for backup or archival purposes. YOU may not copy any documentation accompanying the Software.

3. OTHER RESTRICTIONS. YOU may not decompile, disassemble, or otherwise reverse engineer the Software, except to the extent that the foregoing restriction is expressly prohibited by applicable law. YOU may not sublicense, lend, lease, donate, sell, load, pledge, transfer, or distribute (on a temporary or permanent basis) the Software.

4. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is ACCUPOS, Inc., 1990 Westwood Blvd, Suite 265, Los Angeles, CA 90025.

5. LIMITED WARRANTY/REFUND/SUPPORT. ACCUPOS warrants that the magnetic media on which the Software is contained shall be free from defects in materials and workmanship under normal use for a period of Thirty (30) days after the purchase date. If YOU discover physical defects in the media on which the Software is distributed, ACCUPOS will replace the media within that warranty period. If YOU are not completely satisfied with the Software, YOU may return it to ACCUPOS, the reseller or other place of purchase ("Reseller") for a refund, provided that YOU do so within thirty (30) days of installation. All returns are subject to a 20% restocking fee. Contractual "Standard" customer and technical support is available during the hours of 7a.m. to 9 a.m. Central Time, Monday through Friday (excluding holidays); these hours are subject to change.

6. NO OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACCUPOS DISCLAIMS ALL OTHER WARRANTIES REGARDING THE SOFTWARE, EXPRESSED OR IMPLIED, AND INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCUPOS AND ALL PARTIES INVOLVED IN THE CREATION OR DELIVERY OF THE SOFTWARE TO YOU SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, AND CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME, DAMAGE TO OR REPLACEMENT OF SOFTWARE AND DATA) ARISING FROM CLAIMS BASED IN WARRANTY, CONTRACT, TORT OR OTHERWISE, RELATING IN ANY MANNER TO THE SOFTWARE, EVEN IF ACCUPOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGE. IN ANY CASE, ACCUPOS' ENTIRE LIABILITY RELATING IN ANY MANNER TO THE SOFTWARE, REGARDLESS OF THE FORM OR NATURE OF THE CLAIM, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. ANY WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY ACCUPOS'S DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL IN NO WAY INCREASE THE SCOPE OF THIS WARRANTY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. TAXES. YOU shall indemnify and hold ACCUPOS harmless from, any sales, use, excise, import or export, value-added or similar tax, including any penalties and interest, as well as any costs associated with the collection or withholding thereof.

9. EXPORT/LAWS. YOU shall fully comply with all laws and regulations of the United States and other countries relating to the export, import and use of the Software. YOU will defend, indemnify and hold harmless ACCUPOS from and against any and all claims, proceedings, losses, damages, liabilities, fines, penalties, costs, and fees (including reasonable attorneys' fees) arising in connection with any violation of any regulation of any United States or other governmental authority relating to the use of the Software by YOU or your agents.

10. THIRD PARTY BENEFICIARIES. YOU are hereby notified that persons and entities that have licensed software to ACCUPOS for inclusion in the Software are third party beneficiaries to this Agreement as it applies to their respective software product(s) included in the Software.

11. MISCELLANEOUS. This Agreement will be governed by the laws of the State of California without regard to its conflict of law provisions. Each party consents to the exclusive jurisdiction and venue of the appropriate courts in Los Angeles County, California, for all disputes arising out of or relating to this Agreement. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys' fees and other reasonable costs incurred in the action or proceedings. The failure of a party to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement is between independent contractors and no joint venture, partnership, or employment relationship exists between the parties as a result of this Agreement and neither party has the authority to make representations on behalf of or legally bind the other. Neither party may assign this Agreement, in whole or in part, without the other party's written consent, which consent shall not be unreasonably withheld. 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 the maximum effect to the parties' intentions as reflected in the provision, and that the other provisions of the Agreement shall remain in full force and effect.