Web CEO Free Edition 4.2

Web CEO Suite version 4.2

IMPORTANT - READ CAREFULLY: This License Agreement is a legal agreement between you (either an individual or a legal entity) and Radiocom Ltd. for all editions of the software product specified above. As used in this Agreement, "we," "our," and "us" refer to Radiocom Ltd. as the licensor, and "you" and "your" refer to you as the licensee. The "Product" includes computer software itself and any associated media, electronic documentation and documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries or whatsoever that originates from the intellectual labor of Radiocom Ltd. The "Product site" refers to http://www.webceo.com.

Web CEO Suite version 4.2

IMPORTANT - READ CAREFULLY: This License Agreement is a legal agreement between you (either an individual or a legal entity) and Radiocom Ltd. for all editions of the software product specified above. As used in this Agreement, "we," "our," and "us" refer to Radiocom Ltd. as the licensor, and "you" and "your" refer to you as the licensee. The "Product" includes computer software itself and any associated media, electronic documentation and documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries or whatsoever that originates from the intellectual labor of Radiocom Ltd. The "Product site" refers to http://www.webceo.com.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE PRODUCT. YOU AGREE THAT BY INSTALLING OR USING THE PRODUCT YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS LICENSE, UNDERSTOOD IT, AND AGREED TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. SCOPE OF GRANT.

Radiocom Ltd. grants you the following rights provided that you comply with all terms and conditions of this license agreement such as:

* Installation and use. You may install, run and use one copy of the Product on a single computer at a time. Radiocom Ltd. permits you to install, run and use one copy of the Product on a single notebook under condition the other copy of the Product is not run on your primary computer at the same time. You may transfer the machine-readable portion of the Product from one computer to another computer, provided that a) the Product (including any portion or copy thereof) is erased from the first computer, and b) there is no possibility that the Product will be used on more than one computer at a time.

* Reservation of Rights. The Product is not sold to you. Rather, it is licensed on a non-exclusive basis solely for use by you and you alone, under the terms of this Agreement. Radiocom Ltd. retains all title to and ownership of the Product and reserves all rights not expressly granted to you hereby.

2. DEFINITION OF LICENSING MODELS AND ADDITIONAL SERVICES.

The Product has four basic licensing models also known as the Product editions and three additional services that are included into and accompany the Product.

(a) Free. The Free license permits you to utilize all tools bundled with the Product except the HitLens statistical service described below and any other 'Pay-as-you-go' services bundled with Web CEO. The Free license is granted for personal, non-commercial use.

(b) HitLens. The HitLens license permits you to utilize the HitLens statistical service described below and other 'Pay-as-you-go' services bundled with Web CEO. You are also permitted to use parts of the Product expressly stated at the Product site.

(c) SmallBiz. The SmallBiz license is intended for use by individuals and small companies that want to use the Product to service less than the limited number of Web sites expressly stated at the Product site.

(d) eCommerce. The eCommerce license enables you to provide professional services to third parties with the aid of the Product. However in no shape it alienates the right of Radiocom Ltd. to own the Product. The licensee of the eCommerce license is only permitted to use the Product in his/her professional activities without passing it to the third parties. The eCommerce license of the Product does not give you the right to sell, rent or distribute the Product.

(e) HitLens Statistical Service. The HitLens statistical service bundled with the Product is a superior Web traffic analysis service. The unit of analysis is analysis exposure. Analysis exposure includes so called page views of Web documents that bear the HitLens tracking code and any other requests made to our Datacenter (tracking of file views and downloads, etc), which have reflection in the statistical and analytical reports of HitLens. Your credit card will be subject to monthly charges for all analysis exposures. The amount charged to your credit card is calculated in accordance with the terms of HitLens service pricing stated at the Product site. See Section 'TERMS OF PAYMENT' below.

(f) Website Monitoring Service. The Website monitoring service integrated with the Product's interface is designed to monitor the availability of your server or host. The unit of analysis is one day of server or host monitoring either full or partial, i.e. your credit card will be charged based on the number of complete and incomplete days your server or host have been monitored. The amount charged to your credit card is calculated in accordance with the terms of Website monitoring service pricing stated at the Product site.

(g) Knowledge Base Support Service. While, as a licensee, you have the right to use the Product during its lifetime, the Product uses multiple knowledge bases for performing different tasks such as search engine optimization, submission, keyword marketing, rank checking, etc. Keeping these bases up-to-date is a 24x7 process, which requires a lot of human and machine resources. Radiocom Ltd. offers one year of free knowledge base support with every purchase of the Product. After expiration of this period you will need to extend your knowledge base support to keep your knowledge bases regularly updated. All details concerning our knowledge base support service and its pricing can be found at the Product site.

3. TERMS OF UPGRADE.

You receive free upgrade modules only within the Product version that was licensed. For example, if you have licensed the eCommerce edition of the Product, version 4.x., you are authorized to upgrade the Product only within this revision for free. If you wish to make transition to the version 5.x. or higher of the Product, you will need to purchase the Upgrade. The Upgrade pricing details can be found at the Product site prior to or after the release of the next version of the Product. As a licensee of the Product you will be notified of the next release via your e-mail or any other contact information you provided to us. The Terms of Upgrade do not cover Knowledge Base Updates. See Section 'TERMS OF UPDATES AND LICENSE VERIFICATION'.

4. TERMS OF UPDATES AND LICENSE VERIFICATION.

There are two types of updates:

(a) General Updates. These updates improve the Product and make its operation more stable and bug-free. These updates are free within the lifetime of the Product.

(b) Knowledge Base Updates. Since the nature of the Product supposes frequent changes of factors beyond our reach (e.g. search engines ranking algorithms), we constantly maintain and grow several databases. We provide you with free Knowledge Base Updates within one year since the initial purchase of the Product. After this period expires, Knowledge Base Updates are offered as a premium service. See 'DEFINITION OF LICENSING MODELS AND ADDITIONAL SERVICES'.

License Verification is necessary to uniquely identify you to the Datacenter so that you can view your Web traffic statistics and receive latest updates. It also verifies if the Product was legally purchased. Important Note: We do not collect information that is not directly connected with the Product functionality and operation and will never reveal your license details to any third party.

5. TERMS OF PAYMENT AND REFUNDS.

All payments are made through the Account Manager, a special interface designed to enable easy management of your user account with the Product. All transactions are processed via the Secured Socket Layer connection with 128bit encryption providing you with the highest protection level. The Account Manager can be accessed from within the Product.

Radiocom Ltd. will charge your credit card in accordance with the following rules:

(a) Your credit card is charged upon purchasing the Product.

(b) Your credit card is subject to additional charges if you have enabled any pay-as-you-go services, e.g. HitLens, Website monitoring and/or need to extend your knowledge base support. Pricing for any bundled services, including the HitLens statistical service as well as details of pricing for the knowledge base support service are apparently indicated at the Product site.

(c) All charges to your credit card are reflected in Invoices that can be found in your Account Manager.

All newly-purchased copies of the Product are covered with 30-day unconditional money-back guarantee. To receive a refund you must contact the Product Support Team at support@webceo.com within the period of 30 days since the purchase of the Product and expressly state your decision to cancel the purchase.

Payments charged for bundled services including, but not limited to, HitLens, Website Monitoring Service and Knowledge Base Support are NOT subject to refunds.

See 'DEFINITION OF LICENSING MODELS AND ADDITIONAL SERVICES' above for more details about the HitLens service and the Knowledge Base Support service.

6. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.

You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is permitted by applicable law notwithstanding this limitation.

7. TERMINATION.

Without prejudice to any other rights, Radiocom Ltd. may cancel this License Agreement if you do not abide by the terms and conditions of this License Agreement, in which case you must destroy all copies of the Product and all of its parts.

8. DISCLAIMER OF WARRANTIES.

Radiocom Ltd. provides the Product and any accompanying service AS IS AND WITH ALL FAULTS, and hereby disclaims all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support or other services, information, software, and related content through the Product or otherwise arising out of the use of the Product. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT.

9. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RADIOCOM LTD. BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE PRODUCT OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCT, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF RADICOM LTD., AND EVEN IF RADIOCOM LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. COPYRIGHT.

The Product is protected by copyright and other intellectual property laws and treaties. Radiocom Ltd. owns the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.

11. MISCELLANEOUS

This Agreement will be governed by the laws of Ukraine, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the state courts located in Kherson, Ukraine, and you irrevocably consent to the jurisdiction of those courts and waive any claim that those courts constitute an inappropriate venue or inconvenient forum. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will bind, insure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.