THIS DOCUMENT IS A LEGAL AGREEMENT (the "License Agreement") BETWEEN VENTIPIX.COM. ("We," "Us") AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE LICENSE DESCRIBED BELOW ("You") IN RELATION TO THE 2D BARCODE SOFTWARE (THE "Software"), IN BOTH SOURCE AND OBJECT CODE FORM, AND/OR ALL RELATED MATERIALS. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS PROTECTED BY UNITED KINGDOM COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD. THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS. We grant You a non-exclusive, non-transferable license to the Software solely as set forth in sections 1(a) as applicable, and subject to the terms and conditions of this License Agreement. 1. OWNERSHIP, LICENSE GRANT This is a license agreement and not an agreement for sale. We reserve ownership of all our intellectual property rights inherent in or relating to the Software, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this Agreement. a. Commercial License: Subject to the payment of the fee required for a Commercial License and subject to the terms and conditions of this License Agreement, We grant to You a revocable, non- transferable and non-exclusive license for You to install and use the Software in a single domain and on one server, solely in connection with the usage of the Software in accordance with sections 3 and 4 below. This license is not sublicensable except as explicitly set forth herein. 2. PERMITTED USES, SOURCE CODE, MODIFICATIONS We provide You with source code so that You can use it for its designated purpose. While You retain all rights to any original work authored by You as part of the Modifications, where Modification means: a) any addition to or deletion from the contents of a file included in the original Software or previous Modifications created by You, or b) any new file that contains any part of the original Software or previous Modifications, We continue to own all copyright and other intellectual property rights in the Software. 3. DISTRIBUTION You may not distribute the Software in any applications, frameworks, or elements that you develop using the Software. 4. PROHIBITED USES You may not: a) use any part of the Software or Modifications or Your knowledge of the Software (or any information that You learn as a result of Your use of the Software) to create a product with the same or substantially the same functionality as the Software; b) transfer, rent, lease, or sublicense the Software or Modifications, or any portions thereof; c) remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software. UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE SOURCE CODE THEREOF) AS THE BASIS FOR OR IN CONNECTION WITH A PRODUCT THAT CONTAINS THE SAME, OR SUBSTANTIALLY THE SAME, FUNCTIONALITY AS THE SOFTWARE. 5. TERMINATION This License Agreement and Your right to use the Software and Modifications will terminate immediately without notice if You fail to comply with the terms and conditions of this License Agreement. Upon termination, You agree to immediately cease using and destroy the Software or Modifications, including all accompanying documents. The provisions of sections 4, 5, 6, 7, and 8 will survive any termination of this License Agreement. 6. DISCLAIMER OF WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO. 7. LIMITATION OF LIABILITIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. MISCELLANEOUS The license granted herein applies only to the version of the Software downloaded or installed in connection with the terms of this Agreement. Any previous or subsequent license granted to You for use of the Software shall be governed by the terms and conditions of the agreement entered in connection with downloading or installation of that version of the Software. You agree that you will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations. You agree to be identified as a customer of ours and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in our marketing materials and web site. You may not assign this License Agreement without Our prior written consent. This License Agreement will inure to the benefit of Our successors and assigns. You acknowledge that this License Agreement is complete and is the exclusive representation of our agreement. No oral or written information given by Us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of this License Agreement in any way, and You may not rely on any such oral or written information. If any provision in this License Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this License Agreement shall continue in full force and effect. This License Agreement may be modified only by a written instrument signed by an authorized representative of each party. This Agreement is governed by the law of the United Kingdom, and all parties irrevocably submit to the jurisdiction of the courts of the United Kingdom.