ANTS CONNECTED DISPLAY SOFTWARE
END USER LICENSE AGREEMENT
(THE “AGREEMENT”)

IMPORTANT: CAREFULLY READ THIS AGREEMENT BEFORE INSTALLING OR USING ANY SOFTWARE.

BY CLICKING “ACCEPT”, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS LICENSE AND AGREE TO BE BOUND TO ALL OF ITS TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, CLICK ON THE “EXIT” OR “CANCEL” BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE.

THIS LICENSE GOVERNS ANY SOFTWARE WE PROVIDE THAT IS EITHER ON YOUR PERSONAL COMPUTER OR THAT IS ON YOUR MOBILE WIRELESS DEVICE. ONLY BY ACCEPTING THE LICENSE WILL WE PROVIDE ANY SOFTWARE OR SERVICE TO YOU.
The software for your mobile wireless device and/or personal computer will be sent to you once you have accepted this Agreement.

1. LICENSE

1.1 ANTS Distributed Media, Inc. (“we”, “our” or “us”) grants to you a limited, non-transferable, revocable, non-exclusive, non-sublicensable license to use an object code version of our proprietary software program known as ANTS Connected Display which includes computer software, any associated digital media content, and any electronic documentation (the “Program”) on your personal computer and/or mobile wireless device to access services including but not limited to managing and transferring digital media to your personal computer or mobile wireless device for displaying media content you have provided or provided by us (the “Services”), subject to the terms and conditions of this Agreement (the “License”). We may also provide you with our standard user documentation (“Documentation”) containing instructions for the operation and use of the Program.

1.2 Your use of the Program is also subject to the Terms of Service set out at www.gogoants.com for the service for which the Program is designed to operate. By accepting the terms and conditions of this Agreement, you also agree to be bound by the Terms of Service.

1.3 All of the copyright, intellectual property rights and all other rights in the Program are our property and shall remain with us. You must reproduce all copyright, trademark and other proprietary notices that are marked on the Program on all copies of the Program, and not delete, obscure, alter or amend any of them.

1.4 The Program is provided ‘as is’. We will not provide any maintenance or support for the Program except in our absolute discretion.

2. TERM AND TERMINATION

2.1 The term of this Agreement starts when you install the Program on your personal computer and/or mobile wireless device and continues until the time we or you decide to terminate it. If we terminate it, we will advise you. This does not limit any of our other rights to terminate under this Agreement. We will stop providing any service to you related to the Program at that time.

2.2 The License will terminate immediately without cost, charge or liability to us on whichever event below happens first:

2.2.1 if you fail to comply with any of the terms or conditions of this Agreement,

2.2.2 if you fail to comply with any term or condition of any other agreement between you and use, including, without limitation, the Terms of Service,

2.2.3 if you cease to use the Program, or

2.2.4 on the Expiration Date.

2.3 Following the expiry or termination of the License for any reason, you must delete the Program from your computer and/or your mobile wireless device and destroy all copies of the Program and Documentation, if any, and stop any of your use of the Program.

3. USE OF SOFTWARE

3.1 You may use the Program on a computer and/or mobile wireless device only for your use of the Services.

3.2 In order to receive the benefits provided by the Services, you hereby grant permission to ANTS Distributed Media from time-to-time to exchange service control information and transfer digital media contents to your personal computer or wireless mobile device.

4. RESTRICTIONS ON USE

4.1 You may not make any copies of the Program, including, but not limited to, copies of the Program for archive or back-up purposes, except as expressly permitted by applicable law. If you violate this term of the Agreement, all such copies of the Program are subject to the terms and conditions of this Agreement and shall contain a copy of this Agreement as well as all notices regarding copyrights, trade-marks and other proprietary rights.

4.2 You may not create any derivative of, or work based on, the Program or the Documentation.

4.3 You may not modify, alter, change, translate, reverse engineer, decompile, disassemble the Program or otherwise attempt to obtain the source code of the Program, or attempt to do any of those things, except to the extent that the foregoing restriction is expressly prohibited by applicable law, and if you intend to do any of the foregoing as permitted by law, you will provide us 30 days written notice of your intent and any modifications, enhancements or improvement will be owned by us immediately upon their creation and will be governed by the terms and conditions of this Agreement.

4.4 You may not loan, rent, sublicense, lease, assign, transfer, import or export the Program.

4.5 You acknowledge and agree that the Program may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Program falls under the scope of this Agreement.

4.6 Other third party software or technology that may be distributed together with the Program will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you must take action against the applicable third party and not to us to enforce any of your rights against them.

4.7 We may, but are not obligated, to add and make available additional features or functions, programming fixes, updates, upgrades or versions to the Program (“Updates”). You may have to enter into a new version of this Agreement if you want such Updates.

4.8 THE PROGRAM IS NOT INTENDED FOR USE IN MISSION CRITICAL ENVIRONMENTS IN WHICH CASE THE FAILURE OF THE PROGRAM COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

5. LIMITATION OF WARRANTIES AND LIABILITY

5.1 THE PROGRAM AND DOCUMENTATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE PROGRAM AND DOCUMENTATION IS AT YOUR SOLE RISK.

5.2 WE EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, BE UNINTERUPTED, TIMELY, SECURE, VIRUS FREE OR ERROR FREE, OR THAT ANY ERRORS IN THE SOFTWARE OR PROGRAM WILL BE CORRECTED.

5.3 ANY CONTENT SENT, TRANSMITTED OR OBTAINED THROUGH THE USE OF THE PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM, MOBILE TELEPHONE, MOBILE WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE PROGRAM.

5.4 NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM US, OUR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.

5.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT ARE WE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER OR FOR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF THIS AGREEMENT OF THE PROGRAM, THE USE OR INABILITY TO USE THE PROGRAM, THE MODIFICATION, SUSPENSION OR DISCONTINUATION OF THE SERVICE, YOUR ACCOUNT INFORMATION, ANY CONTENT SENT, RECEIVED, STORED OR DISTRIBUTED VIA THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.6 YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US RELATED TO THE PROGRAM SHALL BE CANCELLATION OF THE PROGRAM. IF A COURT AWARDS ANY DAMAGES DESPITE THE FOREGOING LIMITATIONS OF LIABILITY IN THIS TERMS OF SERVICE, SUCH DAMAGES FOR ANY AND ALL CLAIMS UNDER THIS TERMS OF SERVICE SHALL NOT IN THEIR AGGREGATE, IN ANY CIRCUMSTANCE, EXCEED THE AMOUNT YOU PAID FOR THE PROGRAM IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION FIRST AROSE.

5.7 THE LIMITATIONS OF LIABILITY IN THIS SECTION 5 SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.

5.8 No action, claim or proceeding may be commenced by you for any matter arising out of, or related to this Agreement two years beyond the date on which you first became of aware of the cause of action.

5.9 Some jurisdictions do not allow the exclusion or limitation of warranties or liability for certain damages so one or more of the above limitations in this Section 5 may not apply to you.

6. FEEDBACK

6.1 You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to us related to the Program, the Documentation and our company or its business (“Feedback”) shall become our property without any compensation or other consideration payable to you by us, and you do so of your own free will and volition. We may or may not, in our sole discretion, use or incorporate the Feedback in whatever form or derivative we may decide into the Program (or future versions or derivatives), Documentation, our business or other products. You hereby assign all rights to us in any Feedback and, as applicable, waive any moral rights.

6.2 We own any results, data information and other output generated by your use of the Program during the term of this Agreement.

7. GENERAL

7.1 This Agreement is the entire agreement between you and us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.

7.2 You may not use or otherwise export or re-export the Program except as authorized by Canadian law, United States law and the laws of the jurisdiction from which the Program was obtained. In particular, but without limitation, the Program may not be exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce’s Table of Denial Orders. By using the Program, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

7.3 If the Program is supplied to the United States Government, the Program is classified as “restricted computer software” as defined in clause 52.227-19 of the FAR. The United States Governments rights to the Program are as provided in clause 52.227-19 of the FAR.

7.4 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The parties hereby agree to submit to the exclusive jurisdiction of the courts of the Province of British Columbia for any claims, proceedings or actions arising out of, or related to, this Agreement, except for applications by us for any form of equitable relief.

7.5 If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.

7.6 Section 2.3 and Sections 5, 6 and 7 of this Agreement shall survive any actual or purported termination or expiry of this Agreement, and continue in full force and effect.

7.7 This Agreement is personal to you. You may not assign, all or any part of this Agreement. We may assign this Agreement to any third party in our sole discretion.

7.8 This Agreement binds you, your heirs, legal representatives, executors and permitted assigns.

7.9 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 Program. You hereby waive any rights or requirements under any laws or regulation in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable and mandatory law.

7.10 You represent and warrant that you are authorized and permitted under all laws applicable to you: to the use the Program, to enter into this Agreement and comply with its terms, to meet your obligations hereunder and comply with all laws, regulations or policies that apply to the Program, including, without limitation, any and all import and export control regulations and laws.

[END OF AGREEMENT]

If you have any questions or concerns regarding this agreement, please contact us at info@gogoants.com.