END USER LICENSE AGREEMENT

This agreement should be read in its entirety.

The software is being licensed to you by Apex Innovations LLC ("Apex") for the User's personal use and solely upon an "AS IS" basis. This agreement governs the Apex Innovations server ("Server"), and all intellectual property and any other proprietary materials contained therein ("Software").

The Server software runs from a remote computer owned and operated by Apex. The Software will be made available to the user, under the terms outlined in this agreement. The User will identify himself/herself to the software via a unique User name ("User name") as well as by and through a unique and secret password ("Password") known only to the User.

The Software is protected by copyright laws and international copyright treaties, as well as other applicable intellectual property laws and treaties.

GRANT OF LICENSE. Apex grants the User the right to run the Software on any computer for which it was explicitly designed. The User may only use the software to connect to the Apex Server.
NO WARRANTIES. Apex disclaims any warranty for the Software. The Software and any related documentation is provided "AS IS" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of use or performance of the Software remains with the User. User expressly assumes any and all risk associated therewith.
PROHIBITED USES. The User may not attempt to modify, decompile, reverse-engineer or disassemble the software in any manner. A failure by User to comply with this prohibition shall constitute a material breach of the User's license.
LIMITATION OF LIABILITY. Under no circumstances, including, but not limited to, ordinary negligence, shall Apex and its affiliates 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 loss) arising out of or in connection with the use (or misuse) of the Software by the User.
SECURITY. The User agrees that he/she is solely responsible for all use of Apex Software through his/her Username and Password. The User is obliged to keep his/her User name and Password secret and confidential. Any unauthorized use of the User name or Password shall be the sole responsibility of the User and shall be deemed as his/her use. Any liability there from shall exclusively be that of the User.
PERSONAL USE. Commercial use of Apex Software is strictly prohibited. The User hereby agrees that his/her use of the Software in accordance with this license is for personal use only and the User is strictly prohibited from using the Software in any professional or business capacity, without express written consent from Apex.
TERMINATION. Without prejudice to any other rights, Apex may terminate this END USER LICENSE AGREEMENT if you fail to comply with the terms and conditions of this agreement. In such event, you must destroy all of your copies of the software.
AMENDMENT AND APPLICABLE LAW. Apex reserves the right to change the End User license agreement and the terms and conditions thereof from time to time. This license agreement shall be interpreted consistent with applicable rules, regulations, and laws. If any provision or part of this Agreement is determined to be invalid by a tribunal of competent jurisdiction, the same shall be construed as though it did not contain that provision or part; and the rights and liabilities of the parties to this Agreement shall be construed and enforced in accord with the remainder hereof. In construing this Agreement, Apex shall not have any term or provision hereof construed against it solely by reason of such party having drafted this Agreement.
LIMITATION OF LICENSE. No license, immunity, privilege or other right is granted by implication or otherwise with respect to any copyright, trademark, or patent or the application therefor, other than that limited license which is hereby granted by this licensor to the User.
ATTORNEY FEES. In the event of any dispute arising out of the subject matter of this End User License Agreement, the prevailing party shall be entitled to recover, in addition to any other damages assessed or relief afforded, its attorneys' fees and litigation costs as may be incurred in litigating or otherwise settling or resolving any such dispute hereunder.
INJUNCTIVE AND EQUITABLE RELIEF. The User hereby acknowledges and further agrees that any breach of this Agreement will cause damage to Apex and its affiliates and in an amount that may be extremely difficult or impossible to ascertain. In addition to any other relief to which Apex and its affiliates may be entitled, it shall be entitled to such temporary and/or permanent injunctive relief without the necessity of posting a bond and without the necessity of proving actual damages, as may be ordered by a tribunal of competent jurisdiction, including, but not limited to, an injunction restraining any violation hereof. Each of the several rights and remedies as provided in this Agreement, or by law, or in equity shall be cumulative, and no one of them shall be exclusive of any other right or remedy, and the exercise of any one of such rights or remedies shall not be deemed a waiver of, or election to exercise, any other such right or remedy.
INDEMNITY. The User hereby agrees to defend, indemnify, and hold Apex and its affiliates, including, without limitation, its officers, directors, agents, employees, and representatives harmless against all costs, expenses, and losses (including, but not limited to, reasonable attorney fees and costs) incurred through any claims of a third party against licensor based on any breach by the User under this Agreement, and for any claims made by any third party alleging that the User has infringed its intellectual property rights.
FORCE MAJEURE. Licensor will not be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to perform as may required by this Agreement as a result of any causes or conditions that are beyond licensor's reasonable control and that such licensor is unable to overcome through the exercise of reasonable diligence. If any force majeure event occurs, licensor will use commercially reasonable efforts to minimize the impact, if any, of the event on User.
AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
ASSIGNABILITY. The User may not assign this Agreement or the rights and obligations thereunder to any third party except without the prior and express written approval and explicit consent of licensor.
WAIVER. No waiver by licensor of any default by User shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this End User License Agreement.
INTEGRATION. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements, if any, between the Parties and is intended as a final expression of their Agreement with respect to the subject matter herein. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.