Software Development Kit Usage Agreement

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE DEVELOPMENT KIT PROVIDED BY PROSTORES INC. ("PROSTORES"). THE SOFTWARE DEVELOPMENT KIT ("SDK") IS DEFINED AS THE FREE DOWNLOADABLE PACKAGE OF LIBRARIES, APPLICATIONS AND DOCUMENTATION THAT YOU MAY USE SOLELY (1) TO DETERMINE WHETHER YOU WISH TO CREATE A PROSTORES API APPLICATION AND (2) IN CONNECTION WITH YOUR PROSTORES API APPLICATION AFTER YOU ACCEPT THE PROSTORES DEVELOPER NETWORK AGREEMENT (THE "PERMITTED USE"). YOUR RECEIPT AND USE OF THE SDK ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. THE FOLLOWING TERMS AND CONDITIONS APPLY ONLY TO YOUR USE OF THE SDK, NOT THE API.

1. LICENSE

ProStores grants you a nonexclusive, royalty-free license to use the SDK, including the human readable code of the SDK (source code), subject to the terms and restrictions set forth in this SDK license agreement ("SDK License Agreement"). Except as explicitly set forth below, (i) you are not permitted to lease or rent, distribute or sublicense the SDK or to use the SDK in a time-sharing arrangement or in any other unauthorized manner; (ii) no license is granted to you in the human readable code of the SDK (source code); and (iii) this SDK License Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the SDK. You agree that you will use the SDK only to engage in the Permitted Use and in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. You expressly acknowledge and agree that your right to use the SDK will terminate immediately if you violate any provision of this SDK License Agreement, and ProStores may terminate this SDK License Agreement at any time at its sole discretion with or without notice.

The SDK is licensed to be used on any personal computer or networked machines, provided that the SDK is used only in connection with the Permitted Use. The SDK contains certain sample source code in the form of example applications and code fragments (both in the source code files and documentation provided hereunder), and may include a tutorial application (collectively, "Sample Source Code"). You may use the Sample Source Code internally to engage in the Permitted Use.

You may not distribute the SDK or modify the SDK in any way whatsoever.

The SDK and supporting documentation may be copied only as essential for backup or archive purposes in support of your use of the SDK. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the SDK on any copies that you make.

2. NO ASSIGNMENT; NO REVERSE ENGINEERING:

You may not transfer or assign the SDK or your rights under this SDK License Agreement. Distribution, modification, reverse engineering, reverse compiling, or disassembly of the SDK is expressly prohibited.

3. EXPORT RESTRICTIONS

You agree that you will not export or re-export the SDK or any products utilizing the SDK in violation of any applicable laws or regulations of the United States.

4. TITLE:

You acknowledge and agree that ownership of, and title to, the SDK and all subsequent copies thereof regardless of the form or media are held by ProStores.

5. TERM AND TERMINATION:

This SDK License Agreement is effective until terminated. ProStores may terminate this SDK License Agreement at any time at its sole discretion with or without notice. You may terminate this SDK License Agreement at any time by destroying the SDK together with all copies and merged portions in any form. This SDK License Agreement will also terminate immediately if you fail to comply with any term or condition of this SDK License Agreement. Upon such termination you agree to destroy the SDK, together with all copies and merged portions in any form.

6. DISCLAIMER OF WARRANTIES:

ProStores disclaims any responsibility for any harm resulting from your use of the SDK.

THE SDK IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. PROSTORES EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PROSTORES DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SDK.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE SDK AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SDK. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY

ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

7. LIMITATION OF LIABILITY:

TO THE FULL EXTENT ALLOWED BY LAW PROSTORES SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS SDK LICENSE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

8. MISCELLANEOUS:

In the event any provision of this SDK License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore. The headings used in this SDK License Agreement are for convenience only and shall not be considered part of the SDK License Agreement.

These terms and conditions will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws provisions of California or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these terms and conditions to be unenforceable, the remainder of these terms and conditions will continue in full force and effect.

This SDK License Agreement sets forth the entire understanding and agreement between you and ProStores regarding your use of the SDK, supersedes all prior agreements, whether written or oral, with respect to the SDK and subject matter hereof, and may be amended only in a writing signed by both parties.