TABRIO COMMUNICATIONS END USER LICENSE AGREEMENT

1. Preliminary terms

This End User License Agreement (the “Agreement”), and any new versions thereof, are entered into by you and Tabrio Communications, Inc. (“Tabrio ”) and cover your use of Tabrio Software (as that term is defined below) by means of the downloadable Tabrio desktop user interface. In agreeing to be bound by this Agreement, you also agree to the provisions of Tabrio’s Terms And Conditions agreement and its Privacy Policy . You can accept this Agreement by clicking on the I AGREE button or similar buttons or links as may be designated by Tabrio.

2. License and Restrictions

2.1 License

Subject to the terms of this Agreement, Tabrio grants you a limited, revocable, non-exclusive license to download software or applications, including related upgrades and modifications, made available by Tabrio on our website or by other means, from time to time (the “Software”). This license gives you the right to download, install and use our Software, either without charge or for a fee specified by Tabrio, on your computer, phone or mobile device, including using the Software in combination with third party software (“Use”). This limited license restricts you from doing the following:

  1. Using the Software for a commercial for-profit purpose (except that you may Use the Software at your employment, educational institution or business to make communications);
  2. Assigning or otherwise granting your rights under this license to another party;
  3. Modifying, creating derivative works of, reverse engineering, decompiling, disassembling or hacking the Software; and/or (d) Using the Software in such a way as to adversely interfere with the functionality of the Software or services or other products provided by Tabrio.

As a condition of your Use and other rights under this license, you are also required to do the following:

  1. If third party software is distributed along with the Software, you agree to accept a license agreement with that third party and to enforce any rights you may have in such third party software against the third party provider and not against Tabrio;
  2. You agree that all intellectual property rights (including, but not limited to copyright, trademark rights, and patent rights) in the Software, in Tabrio’s website (the “Website”), and in contents posted on the Website are the exclusive property of Tabrio, its affiliates and/or its licensors, and you agree not to take any action to challenge or interfere with these intellectual property rights;
  3. You will monitor the Website so as to make yourself aware of and agree to be bound by any changes, updates and/or amendments to this Agreement;
  4. You will get written permission from Tabrio (which permission cannot be guaranteed) before using the Software in a way that is not permitted under this Agreement; and
  5. You will comply with the laws of your jurisdiction that are applicable to this Agreement, including refraining from Using the Software if such Use is not lawful in your jurisdiction. You will only use the Software if the laws of your jurisdiction permit you to use it and permit you to enter into this agreement on a binding and enforceable basis.

3. Further Restrictions

3.1 No Tabrio Warranties

Certain Software enables you to communicate with other people over the Internet or otherwise. Tabrio cannot guarantee that you will always be able to communicate effectively with others when using the Software. Your use of Tabrio’s communication services is also dependant on your own internet and/or mobile phone service providers, over which Tabrio has no control and assumes no liability. Moreover, THE SOFTWARE DOES NOT SUPPORT EMERGENCY OR 911 COMMUNICATIONS and cannot warranty the transmission of such communications. Tabrio also does not warranty or make any representations that the contents of any communications enabled by the Software will be maintained as private or confidential. Tabrio makes no warranties with respect to the Software as to the merchantability or fitness of use for any particular purpose. This clause shall survive termination of the agreement.

3.2 Content of Communications

The content of the communication spread by the use of the Software is entirely the responsibility of the sender of such communication. By using the Software, you may be exposed to content that the indecent, harmful to minors or objectionable, and you use the Software for the purpose of communication at your own risk.

3.3 Software Upgrades

Where Tabrio modifies, upgrades or repairs its Software and makes such new Software versions available to you, you agree that you may have to enter into to a new version of this Agreement in order to Use such new Software versions. Tabrio is not obliged to modify, upgrade or fix its Software in any way, and does so at its discretion.

3.4 Suspension

Tabrio reserves the right to discontinue or disable your use of any version of the Software or its services, including for the purpose of repairing or upgrading the Software, or where you have breached the terms of this Agreement or have violated any applicable laws of your jurisdiction.

4. Further requirements

4.1 Representations

You represent and warrant that you are authorized to enter into this Agreement, that you will comply with the terms of this Agreement, and that you will meet your obligations under this Agreement, under all applicable laws of your jurisdiction, and under all applicable Tabrio policies, which may be updated from time to time. You warrant and represent that you are not within or normally resident or domiciled in one of the restricted countries; namely Cuba, Ghana, Iran, Iraq, Libya, Nigeria, North Korea, Sudan, Syria, Uganda

4.2 Indemnification

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD TABRIO AND ITS AFFILIATES, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE LEGAL FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE SOFTWARE, OR (D) COMMUNICATION SPREAD BY MEANS OF THE SOFTWARE. THIS CLAUSE SHALL SURVIVE TERMINATION OF THE AGREEMENT.

4.3 Limitation of Liability

TABRIO (INCLUDING ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS) SHALL NOT BE RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY FOR, ANY LOSS, LIABILITY, DAMAGE (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), PERSONAL INJURY OR EXPENSE OF ANY NATURE WHATSOEVER WHICH MAY BE SUFFERED BY YOU OR ANY OTHER PERSON AS A RESULT OF OR WHICH MAY BE ATTRIBUTABLE, DIRECTLY OR INDIRECTLY, TO YOUR ACCESS AND USE OF THE WEBSITE OR ITS SOFTWARE, ANY INFORMATION CONTAINED ON THE WEBSITE, OR YOUR PERSONAL INFORMATION OR MATERIAL AND INFORMATION TRANSMITTED OVER OUR SYSTEM. IN PARTICULAR, NEITHER TABRIO NOR ANY THIRD PARTY OR DATA OR CONTENT PROVIDER SHALL BE LIABLE IN ANY WAY TO YOU OR TO ANY OTHER PERSON, FIRM OR CORPORATION WHATSOEVER FOR ANY LOSS, LIABILITY, DAMAGE (WHETHER DIRECT OR CONSEQUENTIAL), PERSONAL INJURY OR EXPENSE OF ANY NATURE WHATSOEVER ARISING FROM ANY DELAYS, INACCURACIES, ERRORS IN, OR OMISSION OF ANY INFORMATION OR THE TRANSMISSION THEREOF, OR FOR ANY ACTIONS TAKEN IN RELIANCE THEREON OR OCCASIONED THEREBY OR BY REASON OF NON-PERFORMANCE OR INTERRUPTION, OR TERMINATION THEREOF. NOR SHALL TABRIO BE LIABLE FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE. THIS CLAUSE SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

5. Additional Terms

5.1 Term and Termination

This Agreement will be effective as of the date on which you accept this Agreement by clicking the I AGREE button or similar buttons or links as may be designated by Tabrio, or the date on which you download the Software, whichever occurs first, and will remain effective until terminated by either Tabrio or by you. You may terminate this Agreement at any time. Tabrio may terminate this Agreement and your Use of the Software and your access to the Website, with prior notice to you, if Tabrio believes that you have breached the terms of this Agreement, engaged in illegal or immoral activities when using the Software to communicate with others or otherwise, or have breached any applicable laws of your jurisdiction, or have violated any Tabrio policies. Upon termination of this Agreement, you will immediately cease all use of the Software and will remove it from all hard drives, networks or storage media and destroy all copies of the Software in your possession or control. The indemnification, no warranties and limitation of liability clauses shall survive the termination of this agreement.

5.2 Entire Agreement

The provisions of this Agreement, along with the Terms And Conditions and the Privacy Policy, constitute the entire agreement between you and Tabrio with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Tabrio may modify the provisions of this Agreement from time to time and publish the revised agreement on the Website. Your continued use of Tabrio services, Software or the Website, shall constitute your acceptance to be bound by the new terms and conditions of the revised agreement.

5.3 Severance

If any provision of this Agreement is found by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, such provision will be severable from and not affect the validity and enforceability of the remainder of the Agreement.

5.4 No Waiver

Tabrio’s failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement or by law shall not constitute a waiver of that right, power or remedy. If Tabrio waives a breach of any term of this Agreement, such waiver shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

5.5 Applicable Law and Competent Court

This Agreement shall be governed by and interpreted in accordance with the laws of the province of British Columbia and Canada, without application of conflicts of laws and international treaties. You and Tabrio agree to submit any disputes to the exclusive jurisdiction of the courts within the province of British Columbia, Canada.

5.6 Survival

Any provisions of this Agreement that are expressed to survive or operate in the event of termination of this Agreement shall so survive the termination of this Agreement.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE “I AGREE” BUTTON AND/OR CONTINUING TO INSTALL THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.