xRP SOFTWARE LICENSE AGREEMENT

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) ("Licensee") and Agent Technologies, Inc. ("Licensor") for the xRP software product(the "xRP Software").
BY USING THE xRP SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS EULA, LICENSEE MAY NOT USE THE xRP SOFTWARE.

1. xRP SERVICE AND INTERNET SERVICE

The xRP Software provides online tools to manage a business. The xRP Web Site and Products Terms and Conditions of Use (the "xRP Terms and Conditions"), are incorporated into this EULA in their entirety as applicable to Licensee’s use of the xRP Software to access and use xRP. This EULA or use of the xRP Software does not confer ownership of or interest in xRP.
The xRP Software requires an Internet connection on the computers on which it is used, and will use such Internet connection to transmit and receive data to and from xRP. Licensee is solely responsible for providing the Internet connection and paying all fees related to its use. Licensee is also solely responsible for complying with all rules and regulations of Licensee’s Internet Service Provider.

2. GRANT OF LICENSE

Subject to Licensee complying with this EULA, the xRP Terms and Conditions, Licensor hereby grants Licensee the following personal, non-exclusive, non-transferable, limited rights:
a. Individual Use: Licensee may use the registered xRP Software, only in conjunction with Licensee’s use of xRP in conformance with the xRP Terms and Conditions of Use, on any computer.
b. Shared Use: Licensee may use the xRP Software on any number of shared or networked computers and allow it to be used by an unlimited number of persons, only in conjunction with such persons´ use of xRP in conformance with the xRP Terms and Conditions and only so long as each such person has also agreed to be subject to the restrictions and obligations of Licensee under this EULA.
The xRP Software is licensed, not sold or given away, even in such cases where Licensor does not charge any fee for its use. Licensor retains all rights to, title of and interest in the xRP Software not expressly granted to Licensee under this EULA.

3. RESTRICTIONS; RESERVATION OF RIGHTS

No Reverse Engineering. Licensee may only use software components of the xRP Software in object code form. Licensee shall not disassemble, decompile or reverse engineer the xRP Software. Any information obtained in violation of this restriction shall be considered Licensor’s confidential and proprietary information. Licensee shall at all times safeguard and protect all of Licensor’s confidential and proprietary information pertaining to the xRP Software and Licensee hereby automatically and irrevocably assigns such confidential and proprietary information to Licensor.

4. COPYRIGHT AND TRADEMARKS

The xRP Software is protected by United States copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Making unauthorized copies of the xRP Software, in whole or in part, is prohibited by law. No part of the xRP Software may be disassembled, reverse engineered or translated into any human or computer language without prior written permission of Licensor.
The xRP Software may contain or use one or more trademarks and/or service marks of Licensor and third parties (the "Marks"). Licensor does not grant, and use of the xRP Software does not convey, any rights to these Marks to Licensee. Licensee shall not use any Mark without the express written permission of its owner.
Licensee shall ensure that all Marks, notices or legends pertaining to the origin, identity or ownership of the xRP Software remain intact, clearly legible and in their original form.

5. NO OBLIGATION TO SUPPORT

Licensor shall not be required to provide maintenance or installation services of any kind, error corrections, bug fixes, patches, updates or other modifications hereunder. In the event that Licensor, in its sole discretion, provides updates, error corrections, bug fixes, patches or other modifications to the xRP Software to Licensee ("xRP Software Updates"), the xRP Software Updates will be considered part of the xRP Software, and subject to the terms and conditions of this EULA.

6. NO WARRANTY

THE xRP SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE xRP SOFTWARE IS BORNE BY LICENSEE. SHOULD THE xRP SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. NO USE OF THE xRP SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

7. LIMITATION OF LIABILITY

THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THIS SOFTWARE REMAINS WITH LICENSEE. IN NO EVENT SHALL LICENSOR OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, DIRECT, INCIDENTAL OR INDIRECT DAMAGES, OR OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES DAMAGES INCURRED BY LICENSEE, LICENSEE´S CUSTOMERS AND ANY THIRD PARTY.
IN NO EVENT SHALL LICENSOR´S OR ITS SUPPLIERS´ LIABILITY UNDER THIS EULA EXCEED THE SUM OF ANY AMOUNTS PAID HEREUNDER BY LICENSEE TO LICENSOR OR ITS SUPPLIER FOR THE LICENSE TO USE THE xRP INFOTRANSFER SOFTWARE. IF NO FEE WAS PAID BY LICENSEE TO LICENSOR FOR USE OF THE xRP INFOTRANSFER SOFTWARE, THEN LICENSOR´S LIABILITY UNDER THIS EULA SHALL BE ZERO.
LICENSOR´S ENTIRE LIABILITY AND LICENSEE´S EXCLUSIVE REMEDY FOR ANY CLAIM LICENSEE MAY HAVE AGAINST LICENSOR SHALL BE RETURN OF AMOUNTS PAID (IF ANY) FOR THE xRP INFOTRANSFER SOFTWARE LICENSES AGAINST WHICH A CLAIM IS BEING MADE.

8. TERM AND TERMINATION

a. This EULA shall continue in full force and effect in perpetuity, unless terminated earlier in accordance with this or another Section of this EULA. This EULA shall automatically terminate if Licensee breaches any provision of this EULA. Licensor may terminate this EULA at any time at Licensor’s election, without cost or obligation to Licensee.
b. Termination of this EULA shall terminate Licensee’s right to use the xRP Software. Upon termination, licensee shall cease all further use of the xRP Software.
c. Sections 3 (proprietary information), 6 (no warranty), 7 (limitation on liability), 8 (term and termination), 9 (disputes), 10 (confidentiality agreement) and 12 (miscellaneous) shall survive the termination of this EULA.
d. Licensee agrees that legal remedies alone provide inadequate protection of Licensor’s intellectual property rights in the xRP Software and that, in addition to other relief, Licensor may obtain temporary and permanent injunctions to enforce those rights.

9. DISPUTES; CHOICE OF LAW
a. Except for certain injunctive relief authorized under Section 8 above, which may be brought at any time, the Licensee and Licensor (the "Parties") agree that all disputes shall be submitted to a single arbitrator under proceedings conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award of the arbitrator shall include a written explanation of the decision and shall be binding upon the Parties and enforceable in any court of competent jurisdiction. Disputes involving amounts exceeding $100,000 are not subject to arbitration and may be taken directly to court by either party.
b. This EULA shall be governed by and construed in accordance with the substantive laws of Hamilton, Ohio, U.S.A., notwithstanding the conflicts of law provisions of that or any other jurisdiction. All disputes arising out of this EULA shall be subject to the exclusive jurisdiction of federal and state courts located in Ohio.

10. CONFIDENTIALITY
Licensor acknowledges that it will be entrusted with confidential and proprietary information relating to the business, products, financial information, sales and marketing strategies of Licensee and Licensee's clients. Licensor agrees that it will NOT use such confidential information for any purpose and will not disclose any such confidential information to any person. At no time will Licensor use, copy, disclose to any third party, license, transfer or otherwise exploit the confidential information.

11. NO ASSIGNMENT

Licensee may not assign all or any part of its rights or obligations under this EULA to any third party without Licensor’s prior written consent, which Licensor may withhold in its sole discretion. An assignment of the EULA in violation of this Section 11 shall be void and shall immediately terminate all of Licensee’s rights under this EULA.

12. MISCELLANEOUS

This EULA, together with the xRP Terms and Conditions, constitutes the entire agreement between Licensee and Licensor with respect to the use of the xRP Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This EULA may be modified or amended only by a writing signed by an authorized representative of Licensor. Sales representatives and distributors of the xRP Software have no authority to alter this EULA. Any provision of this EULA found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.