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END-USER LICENSE AGREEMENT

This End-User License Agreement (“EULA”) is a legal agreement between you and CellTrust Inc., (“CellTrust”), a corporation formed under the laws of Arizona. By clicking on the “AGREE” button below, you will indicate your acceptance of these terms and conditions, at which point this EULA will become a legally binding contract between you and CellTrust.

Article 1. GRANT OF LICENSE

1. Subject to your agreement to the terms and conditions set forth in this EULA, CellTrust grants to you a personal, non-exclusive and non-transferable license, with no right to grant sublicenses, to: (a) download and install one (1) copy of the SOFTWARE onto your mobile telephone, solely in machine-executable form; (b) use the SOFTWARE and the CellTrust website to manage your personal information and to make your personal information available on your mobile phone; and (c) authorize others to exchange your personal information with the SOFTWARE through the CellTrust website; in each instance, solely for use with the CellTrust website, not for any other purpose, and only in accordance with the terms and conditions set forth in this EULA. 2. Except to the extent otherwise expressly permitted hereunder or otherwise by separate agreement, and without limitation, the following restrictions shall apply to your use of the SOFTWARE and the CellTrust website: (a) You may not copy or reproduce any portion of the SOFTWARE. (b) You may not distribute, share through any information network, transfer, sell, lease or rent any of the SOFTWARE to any other person, in whole or in part. (c) You may not change, alter, modify or create derivative works, enhancements, extensions or add-ons to any of the SOFTWARE or the CellTrust website. (d) You may not decompile, reverse engineer or disassemble any of the SOFTWARE or the CellTrust website, in whole or in part. (e) You will at all times comply with, and will not circumvent or attempt to circumvent, any of the restrictions on use set forth in this Article 1 or elsewhere in this EULA.

Article 2. PROTECTION AND TRANSMISSION OF INFORMATION

1. CellTrust recognizes that at least a portion of your personal information which you, or others acting on your behalf, enter into the CellTrust website or into the SOFTWARE on your mobile phone (Your Personal Information) is of a nature that you wish to maintain its confidentiality. Accordingly, CellTrust will use reasonable efforts to maintain the confidentiality of Your Personal Information.
2. You authorize CellTrust to receive Your Personal Information from others and, if you granted permission on the CellTrust website, to transmit and replicate Your Personal Information to your mobile phone. Specifically, if checked on the CellTrust website, you authorize CellTrust to send text messages and SMS messages to your mobile phone. Further, you authorize CellTrust to audit Your Personal Information, but only for the purpose of evaluating that the SOFTWARE and CellTrust website are working properly. And you authorize CellTrust to send e-mails to your e-mail account in accordance with instructions you have selected on the CellTrust website.
3. You should not, and agree not to, enter an entire credit or bank card number, bank account number, social security number, or other similar or highly confidential information into the SOFTWARE, your mobile phone, or the CellTrust website, or to authorize anyone else to do so.

Article 3. INTELLECTUAL PROPERTY RIGHTS

1. All title to, and intellectual property rights in, the SOFTWARE and any related documents, and the CellTrust website, are and shall remain owned and controlled solely and exclusively by CellTrust. CellTrust reserves all rights in the SOFTWARE and the CellTrust website not specifically granted to you under this EULA.
2. In the event you change, alter, modify, or create derivative works, enhancements, extensions or add-ons to any of the SOFTWARE or the CellTrust website, you hereby agree to assign, assign, and agree to promptly disclose, to CellTrust, all such changes, alterations, modifications, derivative works, enhancements, extensions, and add-ons, and all copyrights and other intellectual property rights thereto.

Article 4. EXCLUSION OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE INSTALLING AND USING THE SOFTWARE AT YOUR OWN SOLE RISK. THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND, AND CELLTRUST, ITS LICENSORS AND EACH OF THEIR LICENSEES, AFFILIATES AND AUTHORIZED REPRESENTATIVES (EACH, A “CELLTRUST PARTY”) EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS OR CONDITIONS. EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. NO ORAL, WRITTEN OR ELECTRONIC INFORMATION OR ADVICE GIVEN BY ANY CELLTRUST PARTY SHALL CREATE ANY WARRANTY, TERM OR CONDITION WITH RESPECT TO THE SOFTWARE OR OTHERWISE. SHOULD THE SOFTWARE PROVE TO BE DEFECTIVE, YOU (AND NOT THE CELLTRUST PARTY CONCERNED) AGREE TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, TERMS OR CONDITIONS IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY MANDATES LIABILITY, DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.

Article 5. LIMITATION OF LIABILITY

NO CELLTRUST PARTY SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, EITHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, TERM OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY MISREPRESENTATION, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY ARISING OUT OF, OR RELATED TO, THIS EULA OR YOUR USE OF THE SOFTWARE OR THE CELLTRUST WEBSITE (SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PERSONAL OR OTHER INFORMATION, DISCLOSURE TO OTHERS OF YOUR PERSONAL INFORMATION, LOSS OF USE OF THE MOBILE TELEPHONE OR ANY ASSOCIATED EQUIPMENT, DOWN TIME AND USER’S TIME), EVEN IF THE CELLTRUST PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF THE CELLTRUST PARTIES, COLLECTIVELY, UNDER THE PROVISIONS OF THIS EULA SHALL BE LIMITED TO FIVE US DOLLARS (US $5.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.

Article 6. DAMAGES ARISING OUT OF YOUR ACTIONS

You shall defend and hold the CellTrust Parties harmless from and against any and all liabilities, damages, costs, expenses or losses arising out of your use of the SOFTWARE, your use of the CellTrust website, your negligent or wrongful acts, your violation of any applicable laws or regulations, and/or your breach of any provision of this EULA.

Article 7. UPDATES TO THE SOFTWARE

The CellTrust Parties may from time to time provide you with updates of the SOFTWARE in a manner that the CellTrust Parties deem to be appropriate. All such updates shall be deemed to be part of the SOFTWARE for all purposes hereunder. In the event that you fail to install an update, the CellTrust Parties reserve the right to terminate the term of this EULA, along with your rights to use the SOFTWARE and the CellTrust website, immediately, without additional notice to you. The CellTrust Parties shall not be liable for any loss or damage caused by reason of your failure to install any such update or your failure to do so in the manner instructed.

Article 8. EXPIRATION AND TERMINATION

1. Without prejudice to any other rights CellTrust or any CellTrust Party may have hereunder, the term of this EULA shall terminate immediately, without notice from CellTrust, and all rights you may have hereunder to use the SOFTWARE shall be immediately revoked, in the event that you: (i) fail to comply with any provision of this EULA, (ii) fail to install an update of the SOFTWARE that was previously provided to you by the CellTrust Parties within the time specified, or (iii) file a voluntary petition or are subject to an involuntary petition under applicable bankruptcy laws, are declared insolvent, make an assignment for the benefit of creditors, or are served with a writ of attachment , writ of execution, garnishment or other legal process pertaining to any of your assets or property.
2. Upon the expiration or termination of this EULA, you shall immediately remove all of the SOFTWARE from your mobile telephone and delete or destroy them, along with any related documentation (and any copies thereof) that you may have received or otherwise may possess.
3. Articles 3 (Intellectual Property Rights), 5 (Limitation of Liability), 6 (Damages Arising Out Of Your Actions), 7 (Expiration and Termination), 9 (Governing Law and Waiver of Trial By Jury), and 10 (General) shall survive and remain in full force and effect following the expiration or termination of this EULA

Article 9. GOVERNING LAW AND WAIVER OF TRIAL BY JURY

1. THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS EULA SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ARIZONA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF ARIZONA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES UNDER ARIZONA LAW). THE ARIZONA COURTS (STATE AND FEDERAL), SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT IN THOSE COURTS IN ARIZONA COUNTY AND NOT ELSEWHERE. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS.
2. YOU HEREBY WAIVE ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES IN ANY WAY TO THIS EULA OR THE SOFTWARE.

Article 10. GENERAL

If any provision of this EULA is subsequently held to be invalid or unenforceable by any court or other authority, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other provision of this EULA. This EULA shall be binding upon the parties’ authorized successors and assignees. Neither party’s waiver of any breach or failure to enforce any of the provision of this EULA at any time shall in any way affect, limit or waive such party’s right thereafter to enforce and compel strict compliance with every other provision. No modification of this EULA shall be effective unless it is set forth in a writing signed by CellTrust.