NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.

1. Definitions. “Software” means (a) all of the contents of the files or other media with which this Agreement is provided, including but not limited to (i) Retailigence Inc. or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works (“Stock Files”); (iii) related explanatory written materials or files (“Documentation”); and (iv) fonts; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Retailigence Inc. (collectively, “Updates”). “Use” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. “Retailigence Inc.” means Retailigence Incorporated, a California corporation, 541 Jefferson Ave., #204, Redwood City, CA 94063.

2. Software License. As long as you comply with the terms of this End User License Agreement (the “Agreement”), Retailigence Inc. grants to you a non-exclusive license to use the Software for the purposes described in the Documentation.

2.1. General Use. You may install and use a copy of the Software on any of your compatible computers or devices.

3. Intellectual Property Rights. The Software and any copies that you make are the intellectual property of and are owned by Retailigence Inc. and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Retailigence Inc. and its suppliers. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Retailigence Inc. to provide the information necessary to achieve such operability and Retailigence Inc. has not made such information available. Retailigence Inc. has the right to impose reasonable conditions before providing such information. Any information supplied by Retailigence Inc. or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Retailigence Inc. Customer Support Department. Trade names and Service Marks or Trademarks (“hereafter Trademarks”) shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Software.

4. Transfer. You may not rent, lease or sublicense any portion of the Software. You may, however, transfer all your rights to use the Software to another person or legal entity provided that the receiving party accepts the terms and conditions of this Agreement.

5. DISCLAIMER. RETAILIGENCE INC. AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. RETAILIGENCE INC. AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE

6. LIMITATION OF LIABILITY. IN NO EVENT WILL RETAILIGENCE INC. OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A RETAILIGENCE INC. REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. Retailigence Inc. is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations or liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please contact Retailigence Inc.’s Support Department.

7. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

8. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California. The respective courts of California shall have non-exclusive jurisdiction over all disputes relating to this Agreement.

9. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a customer. This Agreement may only be modified by a writing signed by an authorized officer of Retailigence Inc. Updates may be licensed to you by Retailigence Inc. with additional or different terms. This is the entire agreement between Retailigence Inc. and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. If you have any questions regarding this Agreement or if you wish to request any information from Retailigence Inc. please use the address and contact information listed on www.retailigence.com/about.

E-mail: info@retailigence.com