Semantia End User License Agreement

IMPORTANT - PLEASE READ CAREFULLY:

Before reading the articles below, please take good notice of the following preliminary terms, which terms make use of some of the definitions as specified in Article 1 below:

Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between Semantia Pty Ltd and You, as a user, for the use of the ayodi Software. You must enter into this Agreement in order to install and use the ayodi Software. Furthermore, by installing and (continuously) using the ayodi Software You agree to be bound by the terms of this Agreement and any new versions hereof.

Electronic Signatures and Agreement(s): You acknowledge and agree that, You are entering into a legal binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the ayodi Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

Jurisdictions Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the ayodi Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet telephony, You may not enter into this Agreement and You may not download, install or use the ayodi Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the Semantia Software is allowed.

Article 1. Definitions

In this Agreement the following capitalised definitions are being used, singular as well as plural.

1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Semantia. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.

1.3 API: application program interface that is included in or linked to the ayodi Software.

1.4 Documentation: any online or otherwise enclosed documentation provided by Semantia.

1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above or by downloading, installing and (continuously) using the ayodi Software.

1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the ayodi Software, the Documentation, the Semantia Website or the Semantia Promotional Materials.

1.7 Semantia: the company established under the laws of Victoria, Australia, Semantia Pty Ltd.

1.8 Semantia Promotional Materials: any and all names, signs, logos, banners and any other materials, in whatever form, owned and/or used by Semantia for the promotion of its company, its products and activities.

1.9 ayodi Software: the software distributed by Semantia for sharing status, availability and location information between users, including without limitation the API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.

1.10 Semantia Staff: the officers, directors, employees and agents of Semantia or its Affiliates, or any other persons hired by Semantia or its Affiliates in relation with the execution of this Agreement.

1.11 Semantia Website: any and all elements and contents of the website available among other URLs- under the URL www.semantia.com.au, from which website the ayodi Software can be downloaded.

1.12 UI: the user interface of the ayodi Software.

1.13 You: you, the end user of the ayodi Software, also used in the form Your where applicable.

Article 2. License and Restrictions

2.1 License. Subject to the terms of this Agreement, Semantia hereby grants You a limited, personal, non-commercial (at home or at work), non-exclusive, non-sub licensable, non-assignable, free of charge license to download, install and use the ayodi Software on Your computer for the purpose of developing software monitoring applications or deplying any other applications applications that may be explicitly provided by Semantia.

2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the ayodi Software.

2.3 No Modifications. You will not undertake, cause, permit or authorise the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the ayodi Software.

2.4 Third Parties. You acknowledge and agree that the ayodi Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Semantia emphasizes that it will only incorporate such third party software or technology for the purpose of (a) adding new or additional functionality or (b) improving the technical performance of the ayodi Software. Any such third party software or technology that is incorporated in the ayodi Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the ayodi Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with Semantia or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Semantia or its Affiliates to enforce any of your rights.

2.5 New Versions of the ayodi Software. Semantia, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the ayodi Software. You acknowledge and agree that Semantia has no obligation to make available to You any subsequent versions of the ayodi Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the ayodi Software. Furthermore, you acknowledge and agree that Semantia, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the ayodi Software, or terminate any license hereunder, at any time. Semantia also may suspend or terminate any license hereunder and disable any Semantia Software You may already have accessed or installed without prior notice at any time.

2.6 Paid Services. This Agreement applies to downloading, installing and using the ayodi Software, for a fee of AUD$49.95, exclusive of GST and other taxes. The use of any additional paid services which may be offered by Semantia or its Affiliates, is subject to the additional Terms of Service that are published on the Semantia Website.

Article 3. Exceptions to License Restrictions

3.1 Redistribution. You are not allowed to redistribute the ayodi Software, without prior written permission from Semantia Pty Ltd.

3.2 API. You are not allowed to use or modify the API, unless You agree to and meet with the following subsequent terms:

3.2.1 You may only make use of and/or modify the API to distribute the ayodi Software (a) for any legitimate purposes and (b) provided that You will not remove, overtake, hide or otherwise make the UI inaccessible for end users.

3.2.2 You acknowledge and agree that Your use and/or modification of the API will be at Your own risk and account.

3.3 You acknowledge and agree that any IP Rights arising directly from the API are the exclusive ownership of Semantia or its licensors without any compensation to You. Insofar as necessary, this Agreement serves as a deed of assignment of all of Your right, title and interest in and to such API modifications to Semantia, notwithstanding Your obligation to cooperate with Semantia in order finalise any other deed upon Semantia's first request. You hereby irrevocably waive to the extent permitted by law any moral rights relating to Your API modifications. You furthermore represent and warrant that (a) You are authorised to assign Your rights as stated above and (b) Your API modifications are correct and accurate and (c) the API modifications do not infringe upon any third parties' rights, including but not limited to intellectual property rights.

3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms, the API Terms or the Semantia Promotional Materials Terms, You will have to obtain Semantia's written consent and agree on any further (commercial) terms.

Article 4. Permission to Utilise

4.1 Permission to utilise Your computer. In order to receive the benefits provided by the ayodi Software, you hereby grant permission for the ayodi Software to utilise the processor and bandwidth of Your computer for the limited purpose of developing and running applications facilitating the the communication of events to the instance of the software running on computer.

4.2 Protection of Your computer (resources). You understand that the Semantia Software will use its commercially reasonable efforts to protect the privacy and integrity of Your computer resources and Your the events communicated by any application developed or run under the Ayodi softare, however, You acknowledge and agree that Semantia cannot give any warranties in this respect.

Article 5. Confidentiality and Privacy

5.1 Semantia's Confidential Information. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding Semantia, its Affiliates, the Semantia Staff, the ayodi Software and the IP Rights, strictly confidential.

5.2 Your Confidential Information and Your Privacy. Semantia is committed to respecting Your privacy and the confidentiality of Your personal data. The Privacy Policy that is published on the Semantia Website applies to the use of Your personal data, the traffic data as well as the content contained in Your communication(s).

Article 6. IP Rights and Translations

6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights are and shall remain the exclusive property of Semantia and its licensors. Nothing in this Agreement intends to transfer any IP Rights to, or to vest any IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorised use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws.

6.2 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Semantia's rights and ownership thereof.

6.3 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the Semantia Website or as otherwise requested of You by Semantia at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of Semantia without any compensation to You. Insofar as necessary, this Agreement serves as a deed of assignment of all of Your right, title and interest in and to such translations to Semantia, notwithstanding Your obligation to cooperate with Semantia in order finalise any other deed upon Semantia's first request. You hereby irrevocably waive to the extent permitted by law any moral rights relating to Your translations. You furthermore represent and warrant that (a) You are authorised to assign Your rights as stated above and (b) Your translations are correct and accurate and (c) the translations do not infringe upon any third parties' rights, including but not limited to intellectual property rights.

6.4 Use of Semantia Promotional Materials. You are not allowed to use the Semantia Promotional Materials without written permission from Semantia Pty Ltd or one of its partner companies.

Article 7. Communication and Your Use of the ayodi Software

7.1 Communication. Installing ayodi Software enables You to develop and run applications that are able to communicate events to a log on your computer.

7.2 No Warranties. Semantia will not be liable for any such disruptions, delays or other omissions in any interaction facilitated through using ayodi Software.

7.3 No Control. You acknowledge and understand that Semantia does not control, or have any knowledge of, the content of any communication(s) facilitated by the use of the ayodi Software. The content of the communication is entirely the responsibility of the person writing the software from whom such content originated. You, therefore, may be exposed to content that is offensive, indecent or otherwise objectionable. Semantia will not be liable for any type of communication spread by means of the ayodi Software.

7.4 No Emergency Services. You expressly agree and understand that the ayodi Software is not intended for use in any kind of emergency situation. Semantia, its Affiliates or Semantia Staff are in no way liable for any emergency usage of the ayodi Software.

7.5 Lawful purposes. You acknowledge and agree to use the ayodi Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the ayodi Software or the communication, or (c) send any unsolicited commercial communication not permitted by applicable law.

Article 8. Term and (Consequences of) Termination

8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Semantia or You as set forth below.

8.2 Termination by Semantia. Semantia may terminate this Agreement at any time, with or without cause, by providing notice to You and/or by preventing Your access to the ayodi Software, as set forth in Article 2.5 above.

8.3 Termination by You. You may terminate this Agreement at any time, with or without cause, provided that You will meet with the conditions as set forth in Article 8.4 below.

8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the Semantia Software shall terminate, and (b) will cease any and all use of the Semantia Software, and (c) will remove the ayodi Software from all hard drives, networks and other storage media and destroy all copies of the Semantia Software in Your possession or under Your control.

Article 9. Your Representations and Warranties; Indemnification of Semantia

9.1 Representations. You represent and warrant that You are authorised to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the ayodi Software.

9.2 Indemnification. You agree to indemnify, defend and hold Semantia, its Affiliates and the Semantia Staff harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the ayodi Software, or (d) use and/or modification of the API or (e) communication spread by means of the ayodi Software.

Article 10 Disclaimer of Warranties

10.1 No warranties. THE SEMANTIA SOFTWARE IS PROVIDED AS IS, WITH NO WARRANTIES WHATSOEVER; SEMANTIA DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SEMANTIA SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. SEMANTIA FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SEMANTIA SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SEMANTIA WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE SEMANTIA SOFTWARE.

10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the ayodi Software remains with You, to the maximum extent permitted by law.

10.3 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.

Article 11. Limitation of Liability

11.1 No Liability. The ayodi Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT SEMANTIA, ITS AFFILIATES AND THE SEMANTIA STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SEMANTIA SOFTWARE, AS SET FORTH BELOW.

11.2 Limitation of Liability. IN NO EVENT SHALL SEMANTIA, ITS AFFILIATES OR THE SEMANTIA STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SEMANTIA SOFTWARE, EVEN IF SEMANTIA, ITS AFFILIATES OR THE SEMANTIA STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SEMANTIA SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH SEMANTIA SOFTWARE.

11.4 Jurisdictions Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.

Article 12. General Provisions

12.1 New versions of the Agreement. Semantia reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the Semantia Website. Your continued use of the ayodi Software shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.

12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and Semantia with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.

12.4 No waiver. The failure of Semantia at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by Semantia.

12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.

12.6 Assignment by Semantia. Semantia is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.

12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Victoria, Australia without giving effect to the conflict of laws or provisions of Victoria, Australia or Your actual state or country of residence.

12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of any court of Victoria, Australia sitting in Victoria, Australia.

Last revised: May 2005