InnerwerX Inc., Live Inventory and POS Solutions

End User License Agreement

IMPORTANT! PLEASE READ CAREFULLY.

BY USING ANY WEBSITES OR ELECTRONIC SERVICES OFFERED BY INNERWERX (DEFINED BELOW), OR BY ELECTRONICALLY ACCEPTING BY CLICKING AN "I ACCEPT" BUTTON OR CHECKBOX IN THE REGISTRATION PAGES OF THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND ANY TERMS INCORPORATED HEREIN BY SPECIFIC REFERENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE INNERWERX. IF YOU REJECT THE TERMS OF THIS AGREEMENT WITHIN THIRTY (30) DAYS AFTER PURCHASING INNERWERX, YOU MAY CONTACT INNERWERX INC. AT 120 EAST 4800 SOUTH, MURRAY, UTAH 84107. TO REQUEST A FULL REFUND OF THE PURCHASE PRICE.

This database program and any files that are delivered to you by InnerwerX Inc. (Via on-line transmission or otherwise) to "patch," update, or otherwise modify the database program, as well as any printed materials and any on-line or electronic documentation (the "Manual"), and any and all copies and derivative works of such database program and Manual (collectively, with the "Database Client" defined below, the "InnerwerX") is the copyrighted work of InnerwerX Inc. or its licensors (collectively referred to herein as “InnerwerX Inc.”). Any and all uses of InnerwerX are governed by the terms of this End User License Agreement ("License Agreement" or "Agreements"). InnerwerX may only be used by obtaining from InnerwerX Inc. access to the InnerwerX online-database service (the "Service"), which is subject to a separate Terms of Use agreement (the "Terms of Use"). If your purchase of InnerwerX included a period of "free access" to the Service, the Terms of Use agreement also governs your access to the Service during the period of "free access." InnerwerX is distributed solely for use by authorized end users according to the terms of the License Agreement. Any use, reproduction, modification or distribution of InnerwerX not expressly authorized by the terms of the License Agreement is expressly prohibited.

1. Grant of a Limited Use License. If you agree to this License Agreement, computer database (hereafter referred to as the "Database Client") will be accessed through your hardware. If your hardware meets the minimum requirements, the access of InnerwerX Client will enable you to use the InnerwerX Database Service (your "Account"). Subject to your agreement to and continuing compliance with this License Agreement, InnerwerX Inc. hereby grants and you hereby accept, a limited, non-exclusive license to (a) use InnerwerX Client on one or more computers owned by you or under your legitimate control, and (b) use InnerwerX Client in conjunction with the Service for your inventory management purposes only. All use of InnerwerX Client is subject to this License Agreement and to the Terms of Use agreement, both of which you must accept before you can use your Account to use InnerwerX.

2. Service and Terms of Use. As mentioned above, you must accept the Terms of Use in order to access the Service to use InnerwerX. The Terms of Use agreement governs all aspects of InnerwerX use. You may view the Terms of Use by visiting the following website: http://www.inner-werx.com/legal/termsofuse.html.

3. Ownership.

A. All titles, ownership rights and intellectual property rights in and to InnerwerX and all copies thereof (including without limitation any titles, computer code, themes, objects, methods of operation, moral rights, and any related documentation) are owned or licensed by InnerwerX Inc. InnerwerX is protected by the copyright laws of the United States, international treaties and conventions, and other laws. InnerwerX may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this License Agreement.

B. You may not transfer any of your rights and obligations under the License Agreement to another.

4. Responsibilities of End User.

A. Subject to the license granted hereunder, you may not, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on InnerwerX, or remove any proprietary notices or labels on InnerwerX. Failure to comply with the restrictions and limitations contained in this Section 4 shall result in the immediate, automatic termination of the license granted hereunder and may subject you to civil and/or criminal liability. Notwithstanding the foregoing, you may make one (1) copy of InnerwerX Manuals for archival purposes only.

B. You agree that you shall not, under any circumstances,

(i) Sell, grant a security interest in or transfer reproductions of InnerwerX to other parties in any way not expressly authorized herein, nor shall you rent, lease or license InnerwerX to others;

(ii) Exploit InnerwerX or any of its parts, including without limitation InnerwerX Client, for any commercial purpose, without the express written consent of InnerwerX Inc.;

(iii) host, provide or intercept, emulate or redirect the communication protocols used by InnerwerX Inc. in any way, including without limitation through protocol emulation, tunneling, packet sniffing, modifying or adding components to InnerwerX, use of a utility program or any other techniques now known or hereafter developed, for any purpose, including without limitation unauthorized network use over the Internet, network use utilizing commercial or non-commercial networks, or as part of content aggregation networks; or

(iv) Facilitate, create or maintain any unauthorized connection to InnerwerX or the Service, including without limitation any connection to any unauthorized server that emulates, or attempts to emulate, the Service. All connections to InnerwerX and/or the Service, whether created by InnerwerX Client or by other tools and utilities, may only be made through methods and means expressly approved by InnerwerX Inc. Under no circumstances may you connect, or create tools that allow you or others to connect, to InnerwerX's other than those expressly provided by InnerwerX Inc. for public use.

5. Consent to Monitor. WHEN RUNNING, INNERWERX MAY MONITOR YOUR COMPUTER'S RANDOM ACCESS MEMORY (RAM) FOR UNAUTHORIZED THIRD PARTY PROGRAMS RUNNING CONCURRENTLY WITH INNERWERX. AN “UNAUTHORIZED THIRD PARTY PROGRAM” AS USED HEREIN SHALL BE DEFINED AS ANY THIRD PARTY PROGRAM, INCLUDING WITHOUT LIMITATION ANY “ADDON,” “MOD,” OR “HACK,” THAT IN INNERWERX INC. SOLE DETERMINATION: (i) ALLOWS USERS TO MODIFY OR HACK INNERWERX IN ANY WAY NOT EXPRESSLY AUTHORIZED BY INNERWERX INC.; OR (ii) INTERCEPTS, “MINES,” OR OTHERWISE COLLECTS INFORMATION FROM OR THROUGH INNERWERX. IN THE EVENT THAT INNERWERX DETECTS AN UNAUTHORIZED THIRD PARTY PROGRAM, INNERWERX MAY (a) COMMUNICATE INFORMATION BACK TO INNERWERX INC., INCLUDING WITHOUT LIMITATION YOUR ACCOUNT NAME, DETAILS ABOUT THE UNAUTHORIZED THIRD PARTY PROGRAM DETECTED, AND THE TIME AND DATE THE UNAUTHORIZED THIRD PARTY PROGRAM WAS DETECTED; AND/OR (b) EXERCISE ANY OR ALL OF ITS RIGHTS UNDER THIS AGREEMENT, WITH OR WITHOUT PRIOR NOTICE TO THE USER.

6. Termination. This License Agreement is effective until terminated. You may terminate the License Agreement at any time by notifying InnerwerX Inc. of your intention to terminate this License Agreement. InnerwerX Inc. may terminate this Agreement at any time for any reason or no reason. Upon termination of this Agreement for any reason, all licenses granted herein shall immediately terminate.

7. Duration of the "On-line" Component of InnerwerX. InnerwerX is an 'on-line' program that must be used over the Internet through the Service as provided by InnerwerX Inc. You understand and agree that the Service is provided by InnerwerX Inc. at its discretion and may be terminated or otherwise discontinued by InnerwerX Inc. pursuant to the Terms of Use.

8. Limitation of Liability, Indemnity. NEITHER INNERWERX INC., SUBSIDIARIES OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF INNERWERX OR ANY USE OF INNERWERX, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. FURTHER, INNERWERX INC. SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT LIMITATION TO ISP DISRUPTIONS, DATABASE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL INNERWERX INC. BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. In no event shall InnerwerX Inc. liability, whether arising in contract, tort, and strict liability or otherwise, exceed (in the aggregate) the total fees paid by you to InnerwerX Inc. during the six (6) months prior to the time such claim arose. You hereby agree to defend, indemnify and hold InnerwerX Inc. harmless from and against any claim, liability, loss, injury, damage, cost or expense (including reasonable attorneys' fees) incurred by InnerwerX Inc. arising out of or from your use of InnerwerX. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

9. Equitable Remedies. You hereby agree that InnerwerX Inc. would be irreparably damaged if the terms of this License Agreement were not specifically enforced, and therefore you agree that InnerwerX Inc. shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License Agreement, in addition to such other remedies as InnerwerX Inc. may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this License Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

10. Changes to the Agreement. InnerwerX Inc. reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this License Agreement when InnerwerX Inc. upgrades InnerwerX Client, effective upon prior notice as follows: InnerwerX Inc. will post notification of any such changes to this License Agreement on the InnerwerX website and will post the revised version of this License Agreement in this location, and may provide such other notice as InnerwerX Inc. may elect in its sole discretion. If any future changes to this License Agreement are unacceptable to you or cause you to no longer be in compliance with this License Agreement, you may terminate this License Agreement in accordance with Section 5 herein. Your installation and use of any updates or modifications to InnerwerX or your continued use of InnerwerX following notice of changes to this Agreement will demonstrate your acceptance of any and all such changes. InnerwerX Inc. may change, modify, suspend, or discontinue any aspect of InnerwerX at any time. InnerwerX Inc. may also impose limits on certain features or restrict your access to parts or all of InnerwerX without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in InnerwerX.

11. Dispute Resolution and Governing Law

a. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this License Agreement (“Dispute”), you and InnerwerX Inc. agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. InnerwerX Inc. will send its notice to your billing address and email you a copy to the email address you have provided to us.

b. Binding Arbitration. If you and InnerwerX Inc. are unable to resolve a Dispute through informal negotiations, either you or InnerwerX Inc. elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, InnerwerX Inc. will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this License Agreement, you and InnerwerX Inc. may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

c. Restrictions. You and InnerwerX Inc. agree that any arbitration shall be limited to the Dispute between InnerwerX Inc. and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

d. Exceptions to Informal Negotiations and Arbitration. You and InnerwerX Inc. agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or InnerwerX Inc. intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

e. Location. If you are a resident of the United States, any arbitration will take place at any reasonable location convenient for you. For residents outside the United States, any arbitration shall be initiated in the County of Salt Lake City, State of Utah, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of Salt Lake, State of Utah, United States of America, and you and InnerwerX Inc. agree to submit to the personal jurisdiction of that court.

f. Governing Law. Except as expressly provided otherwise, this License Agreement shall be governed by, and will be construed under, the Laws of the United States of America and the law of the State of Delaware, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

g. Severability. You and InnerwerX Inc. agree that if any portion Section 11 is found illegal or unenforceable (except any portion of 11(d)) that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 11(d) is found to be illegal or unenforceable then neither you nor InnerwerX Inc. will elect to arbitrate any Dispute falling within that portion of Section 11(d) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of Salt Lake City, State of Utah, United States of America, and you and InnerwerX Inc. agree to submit to the personal jurisdiction of that court.

12. Miscellaneous. This License Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements, provided, however, that this Agreement shall coexist with, and shall not supersede, the Terms of Use. To the extent that the provisions of this Agreement conflict with the provisions of the Terms of Use, the conflicting provisions in the Terms of Use shall govern.

I hereby acknowledge that I have read and understand the foregoing License Agreement and agree that by clicking “agree” I am acknowledging my agreement to be bound by the terms and conditions of this License Agreement.