END USER LICENSE AGREEMENT REDISTRIBUTION NOT PERMITTED If you initially acquired a copy of the Software without purchasing a license and you wish to purchase a license, contact Shepherd’s Worlds, Inc. ("Shepworlds") on the Internet at http://www.shepworlds.com. EVALUATION LICENSE. Shepworlds grants you a non-exclusive license to use the Software free of charge if you use the Software for the purpose of evaluating whether to purchase an ongoing license to the Software. The evaluation period is limited to 30 days. Government agencies (other than public libraries) are not considered educational, religious, or charitable non-profit organizations for purposes of this Agreement. If you are using the Software free of charge, you are not entitled to hard-copy documentation, support or telephone assistance. If you fit within the description above, you may use the Software in the manner described below under "Scope of Grant." Unregistered use of the Software after the evaluation period is in violation of U.S. and international copyright laws. DISCLAIMER OF WARRANTY. Free of charge Software is provided on an "AS IS" basis, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not Shepworlds assume the entire cost of any service and repair. In addition, the security mechanisms implemented by Shepworlds software have inherent limitations, and you must determine that the Software sufficiently meets your requirements. This disclaimer of warranty constitutes an essential part of the agreement. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. GRANT. Subject to payment of applicable license fees, Shepworlds grants to you a non-exclusive license to use the Software and accompanying documentation ("Documentation") in the manner described below "Scope of Grant." LIMITED WARRANTY. Shepworlds warrants that for a period of ninety (90) days from the date of acquisition, the Software, if operated as directed, will substantially achieve the functionality described in the Documentation. Shepworlds does not warrant, however, that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. Shepworlds also warrants that the media containing the Software, if provided by Shepworlds, is free from defects in material and workmanship and will so remain for ninety (90) days from the date you acquired the Software. Shepworlds’ sole liability for any breach of this warranty shall be, in Shepworlds’ sole discretion: (i) to replace your defective media; or (ii) to advise you how to achieve substantially the same functionality with the Software as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impracticable, to refund the license fee you paid for the Software. Repaired, corrected, or replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date (a) of shipment to you of the repaired or replaced Software, or (b) Shepworlds advised you how to operate the Software so as to achieve the functionality described in the Documentation. Only if you inform Shepworlds of your problem with the Software during the applicable warranty period and provide evidence of the date you purchased a license to the software will Shepworlds be obligated to honor this warranty. Shepworlds will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within 30 days of being so notified. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY SHEPWORLDS. SHEPWORLDS MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE DURATION OF IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. NO SHEPWORLDS DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used as described in the Documentation. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. SCOPE OF GRANT. You may: * use the Software on any single computer; * use the Software on a network, provided that each person accessing the Software through the network must have a copy licensed to that person; * use the Software on a second computer so long as only one copy is used at a time; * copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices. You may not: * permit other individuals to use the Software except under the terms listed above; * permit concurrent use of the Software; * modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on the Software; * copy the Software other than as specified above; * rent, lease, grant a security interest in, or otherwise transfer rights to the Software; or * remove any proprietary notices or labels on the Software. TITLE. Title, ownership rights, and intellectual property rights in the Software shall remain in Shepworlds and/or its suppliers. The Software is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material (e.g. a book or musical recording) except that you may make one copy of the Software solely for backup purposes, which includes all copyright and trademark notices. OTHER RIGHTS. The Software shall be considered confidential information of Shepworlds or its licensors and shall not be disclosed by you to any third party who has not agreed to the terms of this Agreement in the manner specified by Shepworlds. You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, or remove any proprietary notices or labels it contains. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications to it shall be and remain in Shepworlds or its licensors. TERMINATION. The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must destroy all copies of the Software and Documentation. EXPORT CONTROLS. None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, if the licensed Software is identified as a not-for-export product (for example, on the box, media or in the installation process), then the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A FOREIGN PERSON. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SHEPWORLDS OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL SHEPWORLDS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT SHEPWORLDS RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, EVEN IF SHEPWORLDS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Shepworlds and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. MISCELLANEOUS. If the copy of the Software you received was accompanied by a printed or other form of "hard-copy" End User License Agreement whose terms vary from this Agreement, then the hard-copy End User License Agreement governs your use of the Software. This Agreement represents the complete agreement concerning this license and may amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by Florida law (except for conflict of law provisions). The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. CHANGED TERMS Shepworlds shall have the right at any time to change the terms of this Agreement or require new terms and to change, impose conditions on or discontinue any aspect or feature of the Software. Such changes shall be effective immediately upon notification by any means which give you actual knowledge of them or upon posting of such terms on the Software, and any use by you of the Software and receipt of the Information after such notice shall be deemed acceptance of them by you. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or at 252.211- 7015, or to Shepworlds's standard commercial license, as applicable, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Shepherd’s Worlds, Inc., 10681 Airport Road N, Suite #21, Naples, FL 34109.