END USER LICENSE AGREEMENT

By using or installing any software product created by Thirtyseven4, L.L.C. an Ohio limited liability company having a principal place of business at P.O. Box 1642, Medina, Ohio 44258 (hereafter referred to as “Company”) including software components, source code, object code, and the corresponding documentation herein referred to as “Software”), you (herein referred to as “User”), are agreeing to be bound by the terms and conditions of this Agreement.

 1. License Grant and Restrictions

In consideration for the license fee paid at time of purchase and subject to the conditions set forth in this Agreement, Company grants to User, a non-exclusive, non-sublicensable, non-assignable, non-transferable, worldwide right to use the Software. User may only use the Software on one single computer. User may install the Software on a network, provided User have a licensed copy of the Software for each and every computer that can access the Software on the network. User may not resell, rent, lease, distribute or transfer the Software in any way.

2. Fees

In consideration for use of the Software, User has agreed to pay Company the amount set forth on www.thirtyseven4.com, Company’s primary website, or the amount agreed to in writing between User and Company. USER EXPRESSLY ACKNOWLEDGES THAT PRIOR TO SUBMITTING ANY PAYMENT TO COMPANY OR USING THE SOFTWARE, THAT USER HAS REVIEWED AND AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

 3. Ownership

The Software and all intellectual property rights, including collateral and/or derivative rights associated therewith are the property of Company. Should any of rights relating to the forgoing become vested in User or a third party by User’s use of the Software, User shall immediately transfer and/or take all steps necessary, and without compensation to Company, to insure that all right, title and interest in the same vest fully and completely in Company.

 The Software and any accompanying materials are copyrighted and contain proprietary information. Unauthorized copying of the Software or accompanying materials even if modified, merged, or included with other software, or of any documentation or written materials, is expressly forbidden. However, User may make one (1) copy of the Software solely for backup purposes provided all proper legal notices are reproduced in their entirety on the backup copy. Company reserves all rights not specifically granted to User. The Software and documentation are licensed, not sold, to User. User may not rent, lease, display or distribute copies of the Software to others except under the conditions of this Agreement.

 4. Termination

This Agreement is effective until terminated. This Agreement will terminate immediately and automatically without notice from Company for failure to comply with any provision contained herein or if the funds paid for the license are refunded or are not received. Company also may terminate this Agreement with or without cause at any time by providing notice to User of its intent to Terminate. Should Company elect to terminate this Agreement under this provision and Customer has not violated by provision of this Agreement, Company shall refund any fees paid by User to Company during the twelve months that preceded the termination. User agrees that if User desire to terminate this Agreement, that Company shall determine in its sole and absolute discretion whether or not to refund part or all of any fee paid by User for the Software. Therefore, User expressly acknowledges that User has no right to any refund. Upon termination, User shall destroy the Software and all copies, in part and in whole, including modified copies, if any.

 5. Warranties and Indemnities

Although efforts have been made to assure that the Software is date compliant, correct, reliable, and technically accurate, the Software is licensed to User “as is” and without warranties as to performance of merchantability, fitness for a particular purpose or use, or any other warranties whether expressed or implied. User assumes all risks when using it.

EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, DESIGN, FUNCTIONING OF THE SOFTWARE, OR ANY USE OF THE SOFTWARE, MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR USE OF THE SOFTWARE, FREEDOM FROM INFRINGEMENT OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE SOFTWARE. COMPANY SHALL NOT BE LIABLE TO ANY USER OF THE SOFTWARE, FOR ANY INCIDENTAL,INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE SOFTWARE, EVEN IF COMPANY WAS A AWARE OF THE POTENTIAL FOR SUCH DAMAGES AND LOSS TO OCCUR. USER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY, ITS LICENSORS, DEALERS, INDEPENDENT CONTRACTORS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, OFFICERS, AFFILIATES AND AGENTS, AND THE RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS OF EACH OF THE FOREGOING, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, JUDGMENTS, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES) RELATING TO OR ARISING FROM THE USE OR DISTRIBUTION OF USER APPLICATIONS OR SERVICES PROVIDED BY USER (INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATING TO LIABILITY FOR INFRINGEMENT OF PROPRIETARY RIGHTS, INTELLECTUAL PROPERTY RIGHTS, U.S. EXPORT AND IMPORT LAWS, DEFECTIVE PRODUCTS, OR PRODUCT LIABILITY CLAIMS).

User expressly acknowledges that any modification of the Software, whether or not permitted, is beyond the control of Company, and as such, such modification shall void any warranties, express or implied, under this Agreement.

 6. Controlling Law and Severability

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Ohio, as applied to agreements entered into and to be performed entirely within Ohio between Ohio residents. The federal and state courts of the State of Ohio, County of Medina, shall have exclusive jurisdiction and venue over any dispute, proceeding or action arising out of or in connection with this Agreement or User’s use of the Software. If venue is appropriate in federal court and that federal court is not located in Medina County, User and Company agree to litigate any disputes in a federal court located in Cuyahoga County, Ohio. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

 7. Non-Binding Mediation

Company and User agree to submit the dispute to non-binding mediation before resorting to litigation. Mediation shall occur in Medina, Ohio before a single mediator jointly selected by the parties. The parties agree to each pay one-half of the mediator’s fee. Company and User agree to waive any possible arbitration claims unless Company and User later agree to arbitrate this dispute following mediation, herein such arbitration shall be binding and incur in lieu of litigation.

 8. Limitation of Liability and Fees

COMPANY’S TOTAL LIABILITY, INCLUDING ANY DAMAGES, SHALL NOT EXCEED THE TOTAL AMOUNT USER PAID TO COMPANY. SHOULD COMPANY BE FORCED TO MEDIATE, ARBITRATE, OR LITIGATE ANY DISPUTE AGAINST USER AND SHOULD COMPANY PREVAIL IN SUCH DISPUTE, USER SHALL REIMBURSE

COMPANY FOR ALL OF ITS ATTORNEY FEES AND COSTS ASSOCIATED WITH THE ENTIRE DISPUTE, INCLUDING FEES OR COSTS INCURRED PRIOR TO ANY CLAIM BEING FILED AND ALL OF COMPANY’S COSTS, INCLUDING ATTORNEY’S FEES, ASSOCIATED WITH THE MEDIATION, ARBITRATION, OR LITIGATION.

 9. Non-Waiver

The failure by Company at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by Company shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

 10. Successors; Assigns

This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. Except as provided for herein, this Agreement may not be assigned by User without the prior written consent of Company.

 11. Use of Site Image

User grants a perpetual, world-wide, royalty-free license to Company to use and publish one or more screen shot captures of any User web sites using the Software, User’s trademarks, logos or names and/or otherwise list User as a licensee of Company; provided, however, no such license shall be granted to Company if User sends an e-mail to Company stating objecting to such license within ten (10) days of receiving the Software.

 12. Complete Agreement

This Agreement constitutes the complete agreement between User and Company. No amendment or modification may be made to this Agreement except in writing signed by User and Company.

Please contact us with any questions or concerns regarding this Agreement.