IMPORTANT—READ CAREFULLY:

Before you use the Licensed Software, please read this EULA as carefully as you would read any other legal document. This End User License Agreement (EULA) is a contract between you ("you," "your" or "Licensee") and the authorized provider (the "Provider"), which states the terms and conditions under which the Licensed Software named above is licensed - not sold - to you. The Licensed Software includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services.

BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE LICENSED SOFTWARE. You may return it within 30 calendar days after acquiring it to your place of purchase for a full refund (less, if applicable, shipping, handling, and any taxes), provided that you have not installed, accessed, or used the Licensed Software.

If you are a residing in, located in, or citizen of the United-States when purchasing the Licensed Software, please be aware that this EULA provides for Class Action Waiver (as set forth below, the "Class Action Waiver" provision) and for your Disputes (as defined below) with Provider, its affiliates, or licensors, to be referred to binding Arbitration (as set forth below, in the "Dispute Resolution" provision), which may affect your rights under this EULA. You may opt out of the binding individual arbitration and class action waiver as provided below.

LICENSE TERMS

CONTENTS.

The "Licensed Software" includes all of the contents of the files, disk(s), CD-ROM(s), DVDs, or other media for which this EULA is provided, including:

third-party computer information or software that Provider has licensed for inclusion in the Licensed Software;
written materials or files relating to the Licensed Software ("Documentation");
upgrades, modified versions, updates, additions, and copies of the Licensed Software, if any (collectively, "Updates").
INSTALLATION AND ACTIVATION.

Unless Licensee has purchased a Site License Agreement, Licensee may only install and/or use one copy of the Licensed Software per user license included with the Licensed Software. To determine how many user licenses were included with the Licensed Software, Licensee should consult the Licensed Software packaging or, in the case of Licensed Software purchased via electronic download, Licensee's order receipt. If you desire additional user licenses for the Licensed Software, you may purchase them on the user portal at our website for the prices designated on such website. Licensee shall be solely responsible for all expenses incurred in Licensee's installation of the Licensed Software.

The Licensed Software contains technological measures that are designed to prevent its unlicensed or illegal use. The Licensed Software may contain enforcement technology that limits Licensee's ability to install and uninstall the Licensed Software on a machine to no more than a finite number of times, and for a finite number of machines, to ensure that you comply with the terms of this EULA and do not exceed the maximum number of user licenses you have purchased.

The Licensed Software may require activation as explained during installation and in the Documentation. Such activation may require that you submit a serial number and register an account with us. (Note that if you are installing a trial version of the Licensed Software, you may not need a serial number to activate it, but we may limit the length of time for which you may use the Licensed Software and/or the scope of the Licensed Software Functionality.) If activation is required and not completed within the finite period of time set forth in the Documentation and/or explained during installation, then the Licensed Software will cease to function until activation has been completed, at which time functionality will be restored. If Licensee has any problem with the activation process, Licensee should contact Provider customer support at http://www.pcopticlean.com/support.php

INTERNET ACCESS

The Licensed Software may require an internet connection to be available in order to access all features. See the specific provisions below that disclaim warranties and limit our liability based on internet service interruptions and unavailability.

PERSONAL DATA PROTECTION

You understand that by using the Licensed Software, you consent and agree to the collection and use of certain information about you and your use of the Licensed Software in accordance with Provider's Privacy Policy. You further consent and agree that Provider may collect, use, transmit, process and maintain information related to your Account, and any devices or computers registered thereunder, for purposes of providing the Licensed Software, and any features therein, to you. Information collected by Provider when you use the Licensed Software may also include technical or diagnostic information related to your use that may be used by Provider to support, improve and enhance Provider's products and services. For more information please read Provider's full privacy policy at http://www.pcopticlean.com/privacy-policy.php. You further understand and agree that this information may be transferred to the United States and/or other countries for storage, processing and use by Provider, its affiliates, and/or their service providers. Please note that personal information regarding individuals who reside in a member state of the European Economic Area (EEA) is controlled by Safecart. You hereby agree and consent to Provider's and its partners' and licensors' collection, use, transmission, processing and maintenance of such location and account data to provide and improve such features or services.

COPIES.

Licensee may only make one copy of the Licensed Software for backup or archival purposes only, except that the Documentation may not be duplicated.

TRANSFER.

Licensee may not sell, assign, sublicense, rent, lease, lend or otherwise transfer the Licensed Software or the License granted by this EULA without prior written consent of Provider.

USE.

The License granted by this EULA is non-exclusive. Licensee may not use the Licensed Software except as expressly permitted by this License.

PROHIBITED USES.

Licensee may not modify, alter, adapt or translate all or any portion of the Licensed Software;
Licensee may not create any derivative works from all or any portion of the Licensed Software;
Licensee may not reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Licensed Software;
Licensee may not use a previous version of the Licensed Software after receiving a media replacement or upgraded version as a replacement to a prior version (in such case you must destroy the prior version);
Licensee may not use the Licensed Software in the operation of aircraft, ship, nuclear facilities, life-support machines, communication systems, or any other equipment in which the failure of the software could lead to personal injury, death, or environmental damage;
Licensee may not remove or obscure Provider's copyright or trademark notices, or the copyright and trademark notices of third parties that Provider has included in the Licensed Software; and
Licensee may not use the Licensed Software to host applications for third parties, as part of a facility management, timesharing, service provider, or service bureau arrangement; and
Licensee may not use the Licensed Software in any manner not authorized by this EULA.
SOFTWARE UPDATES.

If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any Update provided to Licensee is made on a License-exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee's rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, Provider may cease support for prior versions, without any notice to Licensee.

CONTENT UPDATES.

Provider may provide Updates to the content of some of its software from time to time, including but not limited to, virus definitions, URL lists, rules, driver database updates, and updated vulnerability data. These types of Updates are collectively referred to as "Content Updates." Provider may, at its discretion and without notice, add, modify or remove features, including Content Updates, from the Licensed Software at any time.

SUPPORT.

Provider is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as Provider may offer from time to time during the term of this EULA.

GOVERNING LAW.

You are a consumer. Nothing in this contract should prevent you from the benefit of rights granted to you by applicable consumer regulation.

This EULA is subject to, and will be governed by and construed in accordance with the substantive laws of the United States of America, to the extent permitted by applicable consumer law. This EULA will not be governed by the conflict of law rules of any jurisdiction, or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

DISPUTE RESOLUTION.

IF YOU ARE RESIDING IN, LOCATED IN, CITIZEN OF A EUROPEAN UNION MEMBER STATE, OR ANYWHERE OTHER THAN THE UNITED-STATES, WHEN PURCHASING THE LICENSED SOFTWARE, THE FOLLOWING DISPUTE RESOLUTION MECHANISM APPLIES TO YOU:

Any dispute arising out of, or in connection with this EULA shall be referred to the exclusive jurisdiction of the Courts of the State of California, to the extent permitted by the consumer law of your usual place of residence.

IF YOU ARE RESIDENT, LOCATED IN, CITIZEN OF THE UNITED-STATES, WHEN PURCHASING THE LICENSED SOFTWARE THE FOLLOWING DISPUTE RESOLUTION MECHANISM APPLY TO YOU:

This provision facilitates the prompt and efficient resolution of any Disputes that may arise between you and Provider. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your Disputes in a court, either before a judge or jury.

Please read this Provision carefully. It provides that all Disputes between you and Provider (as defined below, for this Provision) shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in court, before a judge or jury, and/or participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorneys' fees).

For the purpose of this Provision, "Provider" means Provider and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term "Dispute" means any dispute, claim, or controversy between you and Provider regarding any aspect of your relationship with Provider, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

Pre-Arbitration Claim Resolution. For all Disputes, whether pursued in court or arbitration, you must first give Provider an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Provider, Seguro Software, 3805 Pershing Ave, San Diego, CA 92104. That written notification must include (1) your name, (2) your address, (3) a written description of your Dispute, and (4) a description of the specific relief you seek. If Provider does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, you or Provider may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the "Opt-Out Deadline"). You may opt out of this Provision by mailing written notification to Provider, Legal Department, 3805 Pershing Ave, San Diego, CA 92104. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with Provider through arbitration. Your decision to opt-out of this Provision will have no adverse effect on your relationship with Provider. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Arbitration Procedures. If this Provision applies and the Dispute is not resolved as provided above ("Pre-Arbitration Claim Resolution") either you or Provider may initiate arbitration proceedings. JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

The JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.

Because this EULA and the Licensed Software concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration. You or Provider may initiate arbitration in either Los Angeles, California or the federal judicial district that includes the address you provide in your written notification of Pre-Arbitration Claim Resolution. In the event that you select the federal judicial district that includes the address you provide in your written notification of Pre-Arbitration Claim Resolution, Provider may transfer the arbitration to Los Angeles, California in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.

Payment of Arbitration Fees and Costs. Provider will pay all arbitration filing fees and arbitrator's costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with Provider as provided in the section above titled "Pre-Arbitration Claim Resolution" and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney's fees and costs as determined by the arbitrator.

Class Action Waiver. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and Provider specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of this Provision, as specified above "Exclusions from Arbitration/Right to Opt Out", this Class Action Waiver will not apply to you. Neither you, nor any other user of the Licensed Software can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver. You understand and agree that by entering into this agreement you and Provider are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and Provider might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Severability. If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.

Review by Arbitrator. Any dispute regarding this Provision, including the enforceability of this Provision or the arbitrability of any Dispute as provided in this Provision, shall be for the arbitrator to determine.

Continuation. This Provision "DISPUTE RESOLUTION" shall survive the termination of your use of the Licensed Software and any related Provider websites or services.