LICENSE AGREEMENT FOR NOISETTE SOFTWARE CORPORATION SHAREIT FTP SERVER

LICENSE AGREEMENT FOR NOISETTE SOFTWARE CORPORATION SHAREIT FTP SERVER

NOTICE: This program is provided under the following license which defines what you may do with the program and contains limitations on warranties and/or remedies. This license is granted by Noisette Software Corporation for products purchased outside of Canada and by Noisette Software Corporation for products purchased in Canada. This license includes the following:

1. General license agreement

LICENSE AGREEMENT

IMPORTANT: Please read carefully before downloading or installing ShareIt FTP Server.

A. LICENSE: Noisette Software Corporation ("we" or "us") provides you with a computer program (the "Program"), and grants you a license to use the Program in accordance with the terms of this License. The copyright and all other rights to the Program shall remain with us or our suppliers. You must reproduce any copyright or other notice marked on the Program on all copies you make.

B. YOU MAY:

1. make one copy of the Program for archive or backup purposes.

2. use a copy of the Program on a home or portable computer if that copy is never loaded in the RAM of your home or portable computer at the same time it is loaded on your primary computer.

3. transfer the Program to someone else only if you assign all of your rights under this License, cease all use of the Program, erase or destroy any copy (including the hard disk copy) made in support of your use of the Program, and ensure that the person to whom you wish to transfer the Program agrees to the terms of this License.

C. YOU MAY NOT:

1. use the Program or make copies of it except as permitted in this License.

2. translate, reverse engineer, decompile, or disassemble the Program except to the extent the foregoing restriction is expressly prohibited by applicable law.

3. rent, lease, assign, or transfer the Program except as set out in paragraph B above.

4. modify the Program or merge all or any part of the Program with another program.

D. TERM: This license shall remain in effect only for so long as you are in compliance with the terms and conditions of this agreement. This license will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to destroy all copies of the Program. The Limitations and Warranties and Liability set out below shall continue in force even after any termination.

E. LIMITATIONS OF WARRANTIES AND LIABILITY: THIS SOFTWARE IS PROVIDED AND LICENSED BY NOISETTE SOFTWARE CORPORATION ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NEITHER NOISETTE SOFTWARE CORPORATION NOR ITS DEALERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF NOISETTE SOFTWARE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. NOISETTE SOFTWARE CORPORATION IS ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

F. U.S. Governmental Rights: With respect to any acquisition of the Program by or for any unit or agency of the United States Government (the "Government"), the Program shall be classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Program was developed entirely at private expense, and no part of the Program was first produced in the performance of a Government contract. If the Program is supplied for use by DoD, the Program is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(1)(ii)(OCT 1988), as applicable. If the Program is supplied for use by a Federal agency other than DoD, the Program is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is Noisette Software Corporation, 135 Hillcrest Avenue, Suite 2112, Mississauga, Canada.

G. ELIGIBILITY: To be eligible to download and/or purchase the Program you must be in compliance with the applicable export laws. By accepting the End User License agreement you are representing and warranting to Noisette Software Corporation you are compliant with the following statements:

i) you are not a citizen, national or resident of, and are not under the control of, the government of : Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, nor any other country to which the United States has prohibited export;

ii) you will not download or otherwise export or re-export the Program, directly or indirectly, to the countries mentioned in clause (i) nor to the citizens, nationals or residents of those countries;

iii) you are not listed in the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders;

iv) you will not download or otherwise export or re-export the Program, directly or indirectly, to persons on the lists mentioned in clause (iii); and (v) you will not use the Program for, and will not allow the Program to be used for, any purposes prohibited by the United States law, including, without limitation, for the development, design, manufacture or Programion of nuclear, chemical or biological weapons of mass destruction.

If you cannot represent and warrant that you are in compliance with the above statements, you are not eligible to download and/or purchase the Program.

EXPORT CONTROLS: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE PROGRAM MAY NOT BE EXPORTED OUTSIDE OF THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSONS" AS DEFINED IN SECTION G OF THIS END USER LICENSE AGREEMENT. BY USING THE PROGRAM, YOU ARE WARRANTING THAT YOU MEET THE ELIGIBILITY REQUIREMENTS OF SECTION G OF THIS END USER LICENSE AGREEMENT.

1. GENERAL: This License is the entire agreement between us, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada for Programs purchased in Canada, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. If any provision of this License is declare by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect. The parties have requested that this Agreement and all documents contemplated hereby be drawn in English. Les parties aux presentes ont exige que cette entente et tous autres documents envisages par les presentes soient rediges en anglais.

BY ACCEPTING THIS END USER LICENSE AGREEMENT AND DOWNLOAD AND/OR PURCHASING THE PROGRAM YOU CERTIFY TO NOISETTE SOFTWARE CORPORATION ON BEHALF OF YOURSELF AND/OR YOUR COMPANY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ARE ELIGIBLE TO DOWNLOAD AND/OR PURCHASE THE PROGRAM. DOWNLOADING AND/OR INSTALLING THE PROGRAM WILL BE AN IRREVOCABLE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.