Planet Store, Inc.


Effective Date: August 30th, 2019

Last Updated Date: November 5, 2019


This Software License Agreement, including the Order Form which is incorporated by this reference (this“Agreement”), is a binding agreement between Planet Store, Inc., a Nevada corporation (“Licensor” or “us”) and the person or entity identified on the store Signup Page on and its affiliates as the licensee of the Software (“Licensee” or “you”).


Licensor provides the Software solely on the terms and conditions set forth in this Agreement and on the

condition that Licensee accepts and complies with them. By clicking the “accept” button/checking the

“accept” box or by using the Software you agree that you: (a) have read, understand, and agree to be

bound by this Agreement and agree that Licensee is legally bound by its terms; and (b) represent and

warrant that: (i) you are 21 years of age or older/of legal age to enter into a binding agreement; and (ii) if

Licensee is a corporation, limited liability company, governmental organization, or other legal entity, you

have the right, power, and authority to enter into this Agreement on behalf of Licensee and bind Licensee

to its terms.


Notwithstanding anything to the contrary in this Agreement or your or Licensee’s acceptance of the terms

and conditions of this Agreement, no license is granted (whether expressly, by implication, or otherwise)

under this Agreement to software that Licensee did not acquire lawfully or that is not a legitimate,

authorized copy of Licensor’s Software.





  1. Definitions. For purposes of this Agreement, the following terms have the following meanings:


1.1. “Authorized Users” means solely those employees or duly authorized representatives of

Licensee as set forth on the Planet Store website who have been trained to use the Software consistent

with all Documentation and Licensor’ instructions, and Persons that they might train

consistent with all Documentation and Licensor’ instructions, pursuant to the license granted

under this Agreement, in strict compliance with state law.


1.2. “Documentation” means user manuals, technical manuals, and any other materials provided

by Licensor, in printed, electronic, or other form, that describe the installation, operation, use,

or technical specifications of the Software.


1.3. “Intellectual Property Rights” means any and all registered and unregistered rights granted,

applied for, or otherwise now or hereafter in existence under or related to any patent,

copyright, trademark, trade secret, database protection, or other intellectual property rights

laws, and all similar or equivalent rights or forms of protection, in any part of the world.


1.4. “License Fees” means the license fees, including all taxes thereon, paid or required to be paid

by Licensee for the license granted under this Agreement.


1.5. “Licensee” has the meaning set forth in the preamble.

1.6. “Licensee Content” means any data, information and other material provided or uploaded

directly to the Software by Licensee or Licensee’s affiliates, employees, representatives,

customers, Authorized Users, and end-users in the course of receiving or using the Software.


  1. Licensor” has the meaning set forth in the preamble.


1.8. “Open Source Components” means any Software that is, or that contains or is derived in

any manner (in whole or in part) from any Software that is, distributed as free software, open

source software, copyleft software, or under similar licensing or distribution models,

including any computer Software licensed under the Apache License, GNU General Public

License, the GNU Library General Public License, the GNU Lesser General Public License,

the Affero General Public License, the Mozilla Public License, the Common Development

and Distribution License, the Eclipse Public License, any Creative Commons “sharealike”

license or any other license that has been approved by the Open Source Initiative.


1.9. “Person” means an individual, corporation, partnership, joint venture, limited liability

company, governmental authority, unincorporated organization, trust, association, or other



1.10. “Personal Information” means any information in any form that can be used to identify an

individual either alone or when combined with other personal or identifying information that

is linked or linkable to a specific individual and any information that is included in the

definition for any similar term (e.g., “personally identifiable information” or “PII”) in any

privacy policy or other public-facing statement of Licensor.


1.11. “Privacy Laws” means all applicable laws governing the receipt, collection, compilation,

use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or

transfer of Personal Information, including the Fair Credit Reporting Act/ Fair and Accurate

Credit Transactions Act of 2003, the EU-U.S. Privacy Shield, the EU General Data Protection

Regulation, the California Online Privacy Protection Act, the Payment Card Industry Data

Security Standard, the CAN-SPAM Act and all laws governing breach notifications.


1.12. “Software” means the Planet Store software program(s) for which Licensee is purchasing a

License on a monthly basis.


1.13. “Term” has the meaning set forth in Section 10.


1.14. “Third Party” means any Person other than Licensee or Licensor.


1.15. “Update” has the meaning set forth in Section 6.


  1. License Grant and Scope.


2.1. Subject to and conditioned upon Licensee’s payment of the License Fees and Licensee’s strict

compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants

to Licensee a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable

limited license during the Term to use, solely by and through its Authorized Users at one (1)

physical retail location, the Software and Documentation, solely as set forth in this Section 2

and subject to all conditions and limitations set forth in Section 3 and elsewhere in this

Agreement. This license grants Licensee the right, exercisable solely by and through

Licensee’s Authorized Users, to:

2.1.1. Login and use in accordance with the Documentation one (1) copy of the

Software on a computer terminal, owned or leased, and controlled by, Licensee. All copies of the Software are the exclusive property of the Licensor; will be subject to the terms and conditions of this

Agreement; and must include all trademark, copyright, patent, and other Intellectual

Property Rights notices contained in the original.


2.1.2. Use and run the Software as properly installed in accordance with this Agreement and the

Documentation, solely as set forth in the Documentation and solely for Licensee’s retail

business purposes. Such use is permitted only on the computer on which the Software is

installed, at the physical location thereof and not via any remote access or other network.


2.2. Third-Party Materials. The Software may include paid software, content, data, or other

materials, including related documentation, that are owned by Persons other than Licensor

and that are provided to Licensee on license terms that are in addition to and/or different from

those contained in this Agreement (“Third-Party Licenses”). Licensor’s use of any Third-

Party Software is proprietary and confidential.


3. Use Restrictions. Licensee shall not, and shall ensure that its Authorized Users, agents, and other

representatives, directly or indirectly, do not:


3.1. use (including make any copies of) of the Software or Documentation beyond the scope of

the license granted under Section 2 or in any manner or for any purpose or application not

expressly permitted by this Agreement;


3.2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or

not patentable, of the Software or Documentation or any part thereof;


3.3. combine the Software or any part thereof with, or incorporate the Software or any part thereof

in, any other programs, not currently part of the software.


3.4. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain

access to the source code of the Software or any part thereof;


3.5. bypass or breach any security device or protection used for or contained in the Software or



3.6. remove, alter, combine, supplement, or obscure any warranties, disclaimers, serial numbers,

trademarks or any copyright, trademark, patent, or other intellectual property or proprietary

rights notices provided on or with the Software or Documentation, including any copy



3.7. except as expressly set forth in Section 2, copy the Software or Documentation, in whole or

in part;


3.8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make

available the Software, or any features or functionality of the Software, to any Third Party for

any reason, whether or not over a network or on a hosted basis, including in connection with

the internet or any web hosting, wide area network (WAN), virtual private network (VPN),

virtualization, time-sharing, service bureau, software as a service, cloud, or other technology

or service;


3.9. use the Software or Documentation in, or in association with, the design, construction,

maintenance, or operation of any hazardous environments, safety-critical applications, or

similar systems;


3.10. use the Software in any manner or for any purpose that infringes, misappropriates, or

otherwise violates any Intellectual Property Right, Privacy Laws, or other right of any Person;


3.11. use the Software or Documentation in violation of any law (including Privacy Laws),

Regulation, or rule with the exception of United States federal laws related to marihuana;


3.12. use the Software or Documentation for purposes of competitive analysis of the Software, the

development of a competing software product or service, or any other purpose that is to the

Licensor’s commercial disadvantage.


4. Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software

and Documentation at Licensee’s location and any other uses by Licensee, its Authorized Users,

employees, and other representatives. Specifically, and without limiting the generality of the

foregoing, Licensee is responsible and liable for all actions and failures to take required actions with

respect to the Software and Documentation by its Authorized Users or by any other Person to whom

Licensee or an Authorized User may provide access to or use of the Software and/or Documentation,

whether such access or use is permitted by or in violation of this Agreement. Licensee is solely

responsible for obtaining and maintaining any other equipment and ancillary services needed to

connect to, access or otherwise use the Software, including, without limitation, modems, hardware,

server, software, operating system, networks, web servers and the like (collectively, “Equipment”),

and to ensure that the Equipment complies with the required specifications outlined in

Documentation. Licensee shall also be responsible for maintaining the security of the Equipment,

Licensee’s copies of Software, any Licensee accounts, passwords (including but not limited to

administrative and user passwords) and files, and for all uses of Licensee’s customers’ accounts.


5. License Compliance Measures.


5.1. The Software may contain technological copy protection or other security features designed

to prevent unauthorized use of the Software, including features to protect against any use of

the Software that is prohibited under Section 3. Licensee shall not, and shall not attempt to,

remove, disable, circumvent, or otherwise create or implement any workaround to, any such

copy protection or security features. Licensor may suspend access or prohibit uses of the

Software (or disable content or data) if it reasonably believes Licensee to be in violation of

this Agreement.


5.2. During the Term, Licensor may, in Licensor’s sole discretion, audit Licensee’s use of the

Software to ensure Licensee’s compliance with this Agreement, provided that (i) any such

audit shall be conducted on not less than seven (7) days’ prior notice to Licensee, and (ii) no

more than four (4) audits may be conducted in any twelve (12) month period except for good

cause shown. Licensor also may, in its sole discretion, audit Licensee’s systems within twelve

(12) months after the end of the Term to ensure Licensee has ceased use of the Software and

removed the all copies of the Software from such systems as required hereunder. The

Licensee shall reasonably cooperate with Licensor’s personnel conducting such audits and

provide all reasonable access requested by the Licensor to records, systems, equipment,

information, and personnel, including machine IDs, serial numbers, and related information.

Licensor shall only examine information directly related to the Licensee’s use of the

Software. Licensor may conduct audits only during Licensee’s normal business hours and in

a manner that does not unreasonably interfere with the Licensee’s business operations.


5.3. If any of the measures taken under this Section 5 determine that the Licensee’s use of the

Software exceeds or exceeded the use permitted by this Agreement then Licensee shall

promptly pay Licensor all costs incurred in conducting the audit and Licensor shall also have

the right to terminate this Agreement in addition to, and not in lieu of, all other damages or

remedies the Licensor may have at law or in equity.


6. Maintenance and Updates.


6.1. Licensee acknowledges and agrees that Licensor’s Software and related services are evolving

and Licensor may, at its sole discretion, develop updates, upgrades, bug fixes, patches, and

other error corrections (collectively, “Updates”). Licensor acknowledges and agrees that

Licensor may Update the Software with or without notifying Licensee. Licensee may need to

update third-party software from time to time in order to use the Software.


6.2. During the Term, Licensor may provide Licensee with Updates (including updated

Documentation) that Licensor may, in its sole discretion, make available to its licensees at no

additional charge. All Updates provided by Licensor to Licensee are deemed Software, as

defined under this Agreement, subject to all terms and conditions of this Agreement. Licensee

will install all software updates as soon as practicable after receipt of notice about such

updates. Licensee does not have any right hereunder to receive any new products, new

versions of different software, or separate software that Licensor may, in its sole discretion,

release or develop from time to time. Licensor may determine whether any issuance qualifies

as a new version, new release, or Update in its sole discretion.


6.3. Although Licensor takes commercially reasonable steps to maintain the Software, Licensee

agrees that Licensor has no obligation to develop or provide Updates for any particular issue.

Licensor reserves the right to condition the provision of maintenance or other services,

including all or any Updates, on Licensee’s registration of the Software for which

support is requested. Licensor has no obligation to provide maintenance or other services,

including Updates:


6.3.1. for any but the most current version or release of the Software;


6.3.2. for any Software for which all previously issued Updates have not been installed;




6.3.3. for any Software that has been modified other than by Licensor, or that is being used with

any hardware, software, configuration, or operating system not specified in the



7. Collection and Use of Information.


7.1. Although Licensor has no obligation to monitor Licensee’s use of the Software, Licensor

may, directly or indirectly through the services of Third Parties, collect and store information

regarding Licensee, use of the Software, Licensee Content, Licensee’s customers, and about

equipment on which the Software is installed or through which it otherwise is accessed and

used. Licensor will not, however, sell to a third party or marketing agency any of the

following: Licensee’s customer loyalty identification numbers assigned by Licensee to its

customers, Licensee’s customers’ email addresses or Licensee’s customers’ telephone



7.2. Licensee agrees that the Licensor may use such information for any purpose related to any

use of the Software or Licensor’s business, including but not limited to:


7.2.1. the provision of maintenance and other services including, but not limited to, SKU

systems, but not including advertising, marketing, demographic reporting, product

development, and research unless the information is anonymized or aggregated;


7.2.2. improving the performance of the Software or developing Updates;


7.2.3. verifying Licensee’s compliance with the terms of this Agreement and enforcing the

Licensor’s rights, including all Intellectual Property Rights in and to the Software.


8. Intellectual Property Rights.


8.1. Intellectual Property Ownership. Licensee acknowledges and agrees that the Software and

Documentation are provided under license, and not sold, to Licensee. Licensee does not

acquire any ownership interest in the Software or Documentation under this Agreement, or

any other rights thereto, other than to use the same in accordance with the license granted and

subject to all terms, conditions, and restrictions under this Agreement. Licensor and its

licensors and service providers reserve and shall retain their entire right, title, and interest in

and to the Software and all Intellectual Property Rights arising out of or relating to the

Software, except as expressly granted to the Licensee in this Agreement. Licensee shall

safeguard all Software (including all copies thereof) from infringement, misappropriation,

theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee

becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the

Software and fully cooperate with Licensor in any legal action taken by Licensor to enforce

its Intellectual Property Rights.


8.2. Licensee Content. As between the parties, Licensee Content will be owned by Licensee.

Licensee will be solely responsible for the accuracy, quality, integrity and legality of

Licensee Content. Licensee hereby grants to Licensor a non-exclusive, irrevocable, royalty-

free, perpetual, transferrable, worldwide license to use Licensee Content to: (i) provide the

Software; (ii) for other development, diagnostic and corrective purposes in connection with

the Software, improving the performance of the Software, developing Updates, and other

Licensor offerings; (iii) use and disclose such data as-is or in aggregated or de-identified form

in connection with Licensor’s business or commercial purposes; (iv) for any purpose related

to any use of the Software or Licensor's business, including but not limited to the provision of

maintenance and other services; (v) verifying Licensee's compliance with the terms of this

Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in

and to the Software; and (vi) the purposes described in Section 7. Licensee represents and

warrants that it has full legal right to grant the foregoing license to Licensor and that Licensor

Content has been acquired in compliance with all laws including Privacy Laws.


9. Payment.


9.1. All License Fees are payable on the date specified and in the manner set forth when setting up a new storefront on and are non-refundable. If Licensee fails to make any payment within five (5) days

after the due date specified when setting up a new storefront on then, Licensee’s account will go inactive. Any renewal of a Software license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full. If Licensee’s use of the Software exceeds any applicable limits set forth on or otherwise requires the payment of additional fees (per the terms of this Agreement), Licensee shall be billed for such usage and Licensee agrees to pay the additional fees.


9.2. Licensor reserves the right to change the License Fees or applicable charges and to institute

new charges and License Fees at the end of the Term (defined herein) or then current renewal

term, upon fifteen (15) days prior notice to Licensee (which may be sent by email). If Licensee

believes that it has been billed incorrectly, Licensee must contact Licensor about the error or

problem no later than fifteen (15) days after the closing date on the first billing statement in

which the error or problem appeared, in order to receive an adjustment or credit.


10. Term and Termination.


10.1. This Agreement and the license granted hereunder shall remain in effect for a 30 day term that renews every successful monthly payment or until terminated as set forth herein (the “Term”).


10.2. Licensee may terminate this Agreement by ceasing to use and destroying all copies of the

Software and Documentation and notifying Licensor of the same.


10.3. Licensor may terminate this Agreement, effective upon written notice to Licensee, if

Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being

capable of cure, remains uncured seven (7) days after Licensor provides written notice



10.4. Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed

against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other

insolvency law, makes or seeks to make a general assignment for the benefit of its creditors

or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a

substantial part of its property.


10.5. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall

also terminate, and Licensee shall cease using and destroy all copies of the Software and

Documentation. No expiration or termination shall affect Licensee’s obligation to pay all

Licensee Fees that may have become due before such expiration or termination, or entitle

Licensee to any refund, except as set forth in Section 11.


10.6. Upon termination, Licensee has up to thirty (30) days to request its historical sales data,

inventory data, and/or removal of its data. Licensor will use commercially reasonable efforts

to complete all requests within five (5) business days. After such thirty (30) day period,

Licensor may retain or destroy such data at its discretion.


11. Disclaimer of Warranties. Licensor shall use commercially reasonable efforts consistent with

prevailing industry standards to maintain the Software in a manner which minimizes errors and

interruptions. Notwithstanding anything to the contrary:











11.1.1. Inventory. The Software is not intended to, and does not, replace Licensee’s own

inventory management policies and procedures as may be required by applicable

laws, rules and regulations. Licensee is solely responsible for Software data entry

and maintaining accurate inventory counts. Licensor is not responsible for theft,

miscounts, errors in data entry or any other aspect of data corruption due to human

error on the part of Licensee or any Third Party. Although Licensor will use

commercially reasonable efforts designed to ensure that the compliance procedures

and other information made available via Software are accurate and in accordance

with the applicable laws of Licensee’s state, Licensor does provide legal or

regulatory compliance advice. Licensee hereby releases Licensor and waives any

claims, damages, losses and liabilities against Licensor for any errors or omissions

related to such inventory functionality.


11.1.2. Express Disclaimers. Licensor makes no warranty, representation or condition that: (1)

Software will meet Licensee’s requirements; (2) Licensee’s use of Software will be

uninterrupted, timely, secure or error-free; (3) the results that may be obtained from use

of Software will be accurate or reliable; or (4) any errors in the Software will be



11.2. Any content downloaded from or otherwise accessed through Software is accessed at

Licensee’s own risk, and Licensee shall be solely responsible for any damage to its property

or person, including, but not limited to, computer systems and any device used to access

Software, or any other loss that results from accessing such content.


11.3. From time to time, Licensor may offer new "beta" features or tools with which its licensees

may experiment. Such features or tools are offered solely for experimental purposes and

without any warranty of any kind, and may be modified or discontinued at Licensor’s sole

discretion. The provisions of this section apply with full force to such features or tools.


12. Limitation of Liability. To the fullest extent permitted under applicable law:


12.1. Disclaimer of Certain Damages. Licensor agrees to maintain its systems related to the

functionality of the Software and take commercially reasonable steps to avoid Software

outages but Licensee understands and agrees that in no event shall Licensor or its affiliates, or

any of their respective licensors or service providers be liable for any use, interruption, delay,

or inability to use the Software; lost revenues or profits; delays, interruption, or loss of

services, business, or goodwill; loss or corruption of data; loss resulting from system or

system service failure, malfunction, or shutdown; failure to accurately transfer, read, or

transmit information; failure to update or provide correct information; system incompatibility

or provision of incorrect compatibility information; or breaches in system security; or for any

consequential, incidental, indirect, exemplary, special, or punitive damages, whether or not

Licensor has been advised of the possibility of such damages, or for any damages for

personal or economic injury arising out of or in connection with the Software under any

theory of liability, resulting from: (1) the use or inability to use Software; (2) the cost of

procurement of substitute goods or services resulting from any goods, (3) unauthorized access

to or alteration of Licensee’s transmissions or data; (4) statements or conduct of any third

party within the Software; or (5) any other matter related to Software, whether based on

warranty, copyright, contract, tort (including negligence), strict liability, product liability or

any other legal theory.






12.3. Exclusion of Damages. Certain jurisdictions do not allow the exclusion or limitation of

certain damages. If these laws apply to you, some or all of the above exclusions or

limitations may not apply to you, and you might have additional rights.


12.4. Basis of the Bargain. The limitations of damages set forth above are fundamental elements of

the basis of the bargain between the parties.


13. Miscellaneous


13.1. Amendments. Licensor reserves the right to change or modify portions of this Agreement at

any time by providing written notice, such as email notice, notice through the Software, or

other reasonable notice to Licensee no less than fourteen (14) days before the effective date

of such amendment. Any such changes will become effective no earlier than fourteen (14)

days after notice is delivered, except that changes addressing new functions of the Software

or changes made for legal reasons may become effective immediately. Licensee’s continued

use of the Software after the date any such changes become effective constitutes acceptance

of the newly amended Agreement.


13.2. Survival. All sections of this Agreement which by their nature should survive termination

will survive termination, including, without limitation, all rights to payment of License Fees,

collection and use of information, warranty disclaimers, and limitations of liability.


13.3. Electronic Communications. The communications between Licensee and Licensor may be

electronic. For contractual purposes, Licensee (1) consents to receive communications from

Licensee in an electronic form; and (2) agree that all terms and conditions, agreements,

notices, disclosures, and other communications that Licensor provides to Licensee

electronically satisfy any legal requirement that such communications would satisfy if in

writing. The foregoing does not affect statutory rights.


13.4. Assignment. The Agreement and Licensee’s rights and obligations hereunder, may not be

assigned, subcontracted, delegated or otherwise transferred, without Licensor's prior written

consent, and any such attempted assignment, subcontract, delegation, or transfer in violation

of the foregoing will be null and void except an assignment to a successor entity in the case

of a merger or other corporate reorganization in which Licensee is not the surviving entity.

Licensor may freely assign, subcontract, delegate and transfer this Agreement, in whole or in






13.5. Force Majeure. Licensor shall not be liable for any delay or failure to perform resulting from

causes outside its reasonable control, including, but not limited to, acts of God, war,

terrorism, riots, embargos, acts of civil or military authorities, earthquakes, explosions, fires,

floods, accidents, national or regional emergencies, strikes or shortages of transportation

facilities, fuel, energy, labor or materials.








13.7. Dispute Resolution.


13.7.1. Any controversy or claim arising out of or related to this Agreement will be settled by

arbitration before a single arbitrator in King County, Washington.


13.7.2. If the parties agree on an arbitrator, the arbitration will be held before the arbitrator

selected by the parties. If the parties do not agree on an arbitrator, each party will

designate an arbitrator and the arbitration will be held before a third arbitrator selected by

the designated arbitrators. Each arbitrator will be an attorney knowledgeable in the area

of business law.


13.7.3. The arbitration will be conducted in accordance with the following provisions: discovery proceedings of the type provided by the Federal Rules of Civil

Procedure will be permitted in advance of and during recesses of the arbitration

hearing; the arbitrator will resolve any disputes relating to discovery issues; the arbitrator will have discretion to order a prehearing exchange of information

by the parties and an exchange of summaries of testimony of proposed witnesses; the arbitrator will have authority to issue interim relief and provisional remedies; the arbitrator will have authority to award any remedy that a court in the State of

Washington could order or grant, including but not limited to injunctive relief and

other equitable relief and the imposition of sanctions for abuse or frustration of the

arbitration process, except that the arbitrator will not have authority to award punitive

damages or any other amount for the purpose of imposing a penalty; the award will be in writing, be signed by the arbitrator, and include a statement

regarding the disposition of each claim; and the parties will keep all information relating to the arbitration and the disposition

of each claim confidential to the fullest extent permitted by applicable law.


13.7.4. The resolution of any controversy or claim as determined by the arbitrator will be binding

on the parties.


13.7.5. A party may seek from a court an order to compel arbitration, or any other interim relief

or provisional remedies pending an arbitrator's resolution of any controversy or claim.

Any such action or proceeding - or any action or proceeding to confirm, vacate, modify,

or correct the award of the arbitrator - will be litigated in courts located in King County,



13.7.6. For the purposes set forth in this Section 13.8, each party consents and submits to the

jurisdiction of any local, state, or federal court located in King County, Washington.


13.7.7. The parties agree to the limitation period set forth in Section 13.7. If that section is held

to be unenforceable for a cause of action then the otherwise applicable limitation period

for that cause of action shall apply.


13.8. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties

to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts

located within King County, Washington for such purpose.


13.9. Governing Law. This Agreement and any action related thereto will be governed and

interpreted by and under the laws of the State of Washington, consistent with the Federal

Arbitration Act, without giving effect to any choice or conflict of law provision or rule that

would require or permit the application of the laws of any other jurisdiction.


13.10. Notice. After Licensor requires that Licensee provide an e-mail address or other contact

information, Licensee is responsible for keeping Licensor updated

about any changes to such contact information during the Term. In the event that the most

recent contact information provided to Licensor is not valid, or for any reason is not capable

of delivering any notice required or permitted by this Agreement, Licensor’s dispatch of such

notice to the most recent e-mail provided by Licensee will nonetheless constitute effective

notice. Licensee may give notice to Licensor at the following address: 3100 Bucklin Hill rd

Suite 220 Silverdale, WA 98383. Such notice shall be deemed given when received

by Licensor by letter delivered by nationally recognized overnight delivery service or first class

postage prepaid mail at the above address.


13.11. Further Assurances. On a party’s reasonable request, the other party shall, at the requesting

party’s sole cost and expense, execute and deliver all such documents and instruments, and

take all such further actions, as may be necessary to give full effect to this Agreement.


13.12. Relationship of the Parties. The relationship between the parties is that of independent

contractors. Nothing contained in this Agreement will be construed as creating any agency,

partnership, joint venture, or other form of joint enterprise, employment, or fiduciary

relationship between the parties, and neither party shall have authority to contract for or bind

the other party in any manner whatsoever.


13.13. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion

will not be deemed a waiver of any other provision or of such provision on any other



13.14. Severability. If any provision of this Agreement is, for any reason, held to be invalid or

unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid

or unenforceable provision will be deemed modified to the minimum extent necessary to be

valid and enforceable to the maximum extent permitted by law.

13.15. Export Regulation. The Software may be subject to US export control laws, including the US

Export Administration Act and its associated regulations. Licensee will not directly or

indirectly, export, re-export, or release the Software to, or make the Software accessible from,

any country, jurisdiction or Person to which export, re-export, or release is prohibited by

applicable Law. Licensee will comply with all applicable Laws and complete all required

undertakings (including obtaining any necessary export license or other governmental

approval) prior to exporting, re-exporting, releasing, or otherwise making the Software

available outside the US.


13.16. Consumer Complaints. In accordance with California Civil Code §1789.3, California

licensees and users may report complaints to the Complaint Assistance Unit of the Division

of Consumer Services of the California Department of Consumer Affairs by contacting them

in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.


13.17. Entire Agreement. This Agreement together accepted by Licensor is the

final, complete and exclusive agreement of the parties with respect to the subject matter

hereof and supersedes and merges all prior and contemporaneous discussions between the

parties with respect to such subject matter. In the event of any inconsistency between the

statements made in the body of this Agreement, the body of this

Agreement shall control.



Accepted: _____________________________________