Cloud Storage Service Agreement

CLOUD STORAGE SERVICES AGREEMENT - TERMS AND CONDITIONS

  1. Definitions

“Software” means all Cloud Storage Server Editions and all Desktop and Mobile Apps to be provided by Essel Technologies Limited (“Essel”), including Proprietary Software.
“Services” means specific support and maintenance services to be provided by Essel.
 “Proprietary Software” means all software that is not Open Source Software.
“Fees” means fees and charges for the Services and Software.

  1. Software Licenses and Services
    1. License Grants to Proprietary Software.  Subject to the terms of this Agreement, Essel grants to Client an annual, renewable, non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide license to: (i) install the Proprietary Software identified below on an unlimited number of servers, (ii) allow up to the number of  users identified on Exhibit B hereto to access the Proprietary Software identified below for use on an unlimited number of devices, using software licensed from Essel under this Agreement; and (iii) allow up to the number of  users identified on Exhibit B to copy and use the accompanying documentation in conjunction with their use of the Proprietary Software.
    2. Restrictions on Proprietary Software Licenses.  Client shall not (and shall not allow any third party to), reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Proprietary Software that was not provided to Client, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Proprietary Software, unless such activity is expressly permitted or required by law or has been expressly authorized by Essel in writing.
    3. Support and Maintenance.  Essel will provide the support and maintenance services for the subscribed Software, as set forth in Exhibit A.  Essel shall not be obligated to provide such services for any Software that has been modified by a party other than Essel , at Essel’s direction or has been expressly authorized by Essel in writing.
  2. Intellectual Property
    1. Intellectual Property Rights.  The Software and each of its components are owned by Essel and, in some cases, other licensors and are protected under copyright law and under other laws as applicable. Title to the Software and any component, and to any copy, modification, or merged portion shall remain with Essel and its licensors, subject to the applicable license.
    2. Marks.  No right or license, express or implied, is granted in this Agreement for the use of any Essel, Client or third party trade names, service marks or trademarks, including, without limitation, the distribution of the Software utilizing any Essel trademarks. "Essel" and the “cloud” logo are trademarks of Essel in Kenya and other countries.  This Agreement does not permit Client to distribute the Software or its components using Essel’s trademarks, regardless of whether the copy has been modified. Client cannot make a commercial redistribution of the Proprietary Software only if (a) permitted under a separate written agreement with Essel authorizing such commercial redistribution, or (b) Client removes and replaces all occurrences of Essel trademarks. Modifications to the software may corrupt the Software.
  3. Payments
    1. Fees and Expenses.  Initial Fees specified in this Agreement are due upon receipt of Essel's receipt of an invoice referencing the Client’s purchase order.  Essel will invoice Client for renewal Fees shortly before the end of the initial and any renewal terms. Client agrees to pay all Fees within 30 days of the date of Essel’s invoice.  Fees are stated in Kenya Shillings. All Fees are exclusive of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of Essel. In addition to any other remedy available to Essel for late payments, Essel shall be entitled to charge Client with interest on the overdue amount at the rate of one percent (1.0%) per month or the maximum rate allowed under law, whichever is less, for each month, or partial month, calculated from the date such payment was due until the date paid. Client will reimburse Essel for all costs incurred by Essel (including reasonable attorneys’ fees, collection fees, and court costs, if any) in connection with any collection efforts related to or arising out of this Agreement.
    2. Additional Fees.  Fees for Proprietary Software and Services related thereto are based on the maximum number of Client users and additional Fees may be due to Essel as described in Exhibit B.
    3. Changes to Fees.  Essel reserves the right to change Fees applicable to this Agreement by notice to Client.  Such changed Fees shall take effect sixty (60) days after such notice, but shall not change the Fees payable by Client until the first billing period that begins after such 60 day period. For example, if Client has subscribed and paid the fee for a 12 month period, a Fee notice in the sixth month will not take effect as to Client until the beginning of the second year.
    4. Reporting.  Client will notify Essel promptly if the actual number of users of the Software in use by Client exceeds the number for which Client has paid applicable Fees. In its notice, Client will specify the number of excess users, as well as the date(s) on which such numbers first occurred. Essel will invoice Client for the applicable Services or Software for such excess users as specified and in accordance with in Exhibit B and Client will pay such invoice no later than thirty (30) days from the date of such invoice.
    5. Confirmation.  Upon written request from Essel, but not more often than once in any calendar year, Client will provide written confirmation that its use of the Software and Services does or does not exceed the maximum permitted number of users. If Client confirms that it has exceeded such numbers, it will report to Essel as required in the preceding paragraph.
    6. Inspection.  During the term of this Agreement and for one (1) year thereafter, Essel or its designated agent may inspect Client's facilities and records to verify Client's compliance with this Agreement.  Any such inspection will take place only during Client's normal business hours and upon no less than ten (10) days prior written notice from Essel.  Essel will give Client written notice of any noncompliance, including the number of underreported users, and Client will have fifteen (15) days from the date of this notice to make payment to Essel for the underreported users. If Client underreports the number of users by more than five percent (5%) of the number for which Client paid, Client will also pay Essel for the cost of such inspection no later than thirty (30) days from the date of the Essel invoice for such inspection.
  4. Term and Termination
    1. Contract Term and Renewal.  The contract term for provision of Services under this Agreement begins on the Effective Date and continues for the term stated in this Agreement. Thereafter, the contract term for Services will automatically renew for successive periods of one (1) year each, unless either party gives written notice to the other of its intention not to renew at least sixty (60) days before the commencement of the next renewal term.
    2. Termination for Cause.  Either party may terminate this Agreement for cause: (i) upon 30 days prior written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    3. Effect of Termination or Expiration.  If Client terminates this Agreement for cause, Essel shall promptly refund any Fees that Client has previously paid to receive the Services for the period after the effective date of such termination. If Essel terminates this Agreement for cause, Client shall promptly pay all unpaid fees due through the end of the then current contract term.  Other than as provided herein, fees are non-refundable.  The termination or expiration of this Agreement shall not, by itself, terminate Client’s license rights to the Software.
    4. Survival.  The provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall survive, including, without limitation, Sections 6.2 ("Disclaimer of Warranty"), 7 ("Limitation of Liability and Disclaimer of Damages") and 8 ("Confidentiality").
  5. Representations and Warranties
    1. Representations and Warranties.  Essel and Client represent and warrant that each of them has the authority to enter into this Agreement with the other party. Essel represents and warrants that: (a) the Services will be performed in a professional and workmanlike manner by qualified personnel; and (b) to Essel's knowledge, Essel branded Software does not, at the time of delivery to Client, infringe a valid Kenyan copyright, trademark, or patent, or involve the misappropriation of a trade secret of a third party or contain malicious or hidden mechanisms or code for the purpose of damaging or corrupting the Software.
    2. Disclaimer of Warranty.  EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, THE SERVICES AND SOFTWARE ARE PROVIDED BY ESSEL "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ESSEL DOES NOT GUARANTEE OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE USE OF THE SERVICES, SOFTWARE OR HARDWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE, OR APPEAR OR PERFORM PRECISELY AS DESCRIBED IN THE ACCOMPANYING DOCUMENTATION, OR THAT ESSEL WILL CORRECT ALL SOFTWARE ERRORS. FOR THE BREACH OF WARRANTIES SET FORTH IN THIS SECTION 7, CLIENT’S EXCLUSIVE REMEDY, AND ESSEL’S ENTIRE LIABILITY, WILL BE THE REPERFORMANCE OF DEFICIENT SERVICES, OR, IF ESSEL CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, CLIENT MAY TERMINATE THE RELEVANT SERVICES AND RECEIVE A PRO RATA REFUND OF THE FEES PAID FOR THE DEFICIENT SERVICES AS OF THE EFFECTIVE DATE OF THE TERMINATION.
  1. Limitation of Liability and Disclaimer of Damages
    1. Disclaimer of Damages.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR AN ORDER FORM, IN NO EVENT WILL ESSEL BE LIABLE TO CLIENT FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION: ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF ESSEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR THESE DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
    2. Limitation of Liability.  FOR ALL EVENTS AND CIRCUMSTANCES, ESSEL’S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE AMOUNTS RECEIVED BY ESSEL FROM CLIENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, WITH RESPECT TO THE PARTICULAR ITEMS (WHETHER SOFTWARE, SERVICES OR OTHERWISE) GIVING RISE TO LIABILITY.
  2. Confidentiality
    1. Definition of Confidential Information.  As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information shall include all information concerning: (a) Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
    2. Protection of Confidential Information.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party other than its affiliates, and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who (a) have signed confidentiality agreements with the Receiving Party or (b) have agreed to comply with restrictions as to confidentiality and nondisclosure of Confidential Information that are at least as restrictive as those contained herein Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its affiliates and their legal counsel and accountants without the other party’s prior written consent.
    3. Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
  3. Miscellaneous
    1. Assignment.  Neither party will assign or transfer this Agreement without the other party's prior written consent, except that either party may assign this Agreement upon notice and without the other party's consent to its affiliate or any successor by reason of merger, reorganization, sale of all or substantially all of its assets or stock, change of control or operation of law.
    2. Amendment.  This Agreement may not be amended or modified except in a writing signed by the parties, which writing makes specific reference to this Agreement.
    3. Construction.  If there is a conflict between any term in the body of this Agreement and any term of the applicable SOW, the term in the body of this Agreement will prevail with respect to such conflict. This Agreement and any instrument referred to herein or executed and delivered in connection herewith, will not be construed against any party as the principal draftsperson hereof or thereof. The section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement. Unless otherwise expressly stated to the contrary herein, all remedies are cumulative, and the exercise of any express remedy by either party herein does not by itself waive such party's right to exercise its other rights and remedies available at law or in equity.
    4. Counterparts and Facsimile and Electronic Signature.  In the event this Agreement is executed with signatures, this Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same document. The parties may exchange signature pages by facsimile or electronically and such signatures will be effective to bind the parties to all the terms contained in this Agreement.
    5. Entire Agreement.  This Agreement (a) constitutes the exclusive terms and conditions with respect to the subject matter of this Agreement, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Client to place orders or otherwise effect transactions under this Agreement; and (b) represents the final, complete and exclusive statement of the agreement between the parties with respect thereto, notwithstanding any prior written agreements or prior and contemporaneous oral agreements with respect to the subject matter of this Agreement. Any claim relating to the provision of the Services by Essel or its personnel will be made against Essel alone.
    6. Export Control.  Client agrees not to export, or re-export, or cause to be re-exported, any Essel materials or portion thereof, to any country which, under the laws of the Kenya, Client is or might be prohibited from exporting its technology.
    7. Force Majeure.  Neither party will be liable for nonperformance or delays caused by acts of God, wars, riots, strikes, fires, floods, hurricanes, earthquakes, government restrictions, terrorist acts or other causes beyond its reasonable control.  In addition, Essel shall have no liability for any failure or delay of performance by Essel that is caused by or results from any failure or delay of performance by the Client of any obligations it is required to undertake or deliverables it is required to provide under this Agreement or any applicable SOW.
    8. Publicity.  Client hereby grants Essel a non-exclusive license solely during the term of this Agreement to list Client’s name and display Client’s logo in the client section of Essel’s website and to use Client’s name and logo in Essel’s client lists but only to the extent that other clients of Essel are also named on such list. Any other use by Essel of Client’s name, logo or trademark shall require Client’s prior written consent.
    9. Governing Law.  This Agreement will be interpreted and construed in accordance with the laws of Kenya, without regard to conflict of laws principles. The United Nations Convention on the Sale of Goods will not be applicable to this Agreement or any of the transactions contemplated by the Agreement.
    10. Headings.  All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation.
    11. Independent Contractors.  The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employee, agent, partner, franchisor, franchisee nor legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other.
    12. Independent Development; Continuing Business.  Subject to compliance with Section 8, nothing in this Agreement (including, without limitation, the receipt of information under this Agreement) shall: (a) limit Essel's development, marketing or distribution of software or other technology involving any functionality or ideas, whether similar to those disclosed by Client or otherwise; (b) limit Essel from undertaking similar efforts or discussions with third parties who may compete with Client; or (c) create obligations binding in any way on Essel limiting or restricting the assignments, activities, or training of employees or contractors of Essel.  Subject to compliance with Section 8, Essel may use, without an obligation to account, in any way Essel deems appropriate, including by or for itself or its clients, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, and improvements relating to the Software developed in and during the course of this Agreement.  Nothing in this Agreement will preclude or limit Essel from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to Client.  The terms of confidentiality in Section 8 will not prohibit or restrict either party's right to develop, use or market products or services similar to or competitive with the other party; provided, however, that neither party is relieved of its obligations under this Agreement.
    13. No Third Party Beneficiaries.  The parties hereto expressly agree that there are no third party beneficiaries of this Agreement.
    14. Non-Solicitation.  Client agrees not to solicit or hire (directly or indirectly) any personnel of Essel involved with the delivery of Services in connection with this Agreement during the term of and for twelve (12) months after termination or expiration of this Agreement; provided that Client may hire an individual employed by Essel who, without other solicitation, responds to advertisements or solicitations aimed at the general public.
    15. Notices.  Any notice, other than a Change Order, required or permitted under the terms of this Agreement or required by law must be in writing and must be delivered (a) in person, (b) by nationally recognized overnight carrier (c) by first class registered mail, posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement, or (d) via facsimile. Notices will be considered to have been given at the time of actual delivery in person, one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt, four (4) business days after deposit in the mail as set forth in (c) above, or upon receipt of facsimile confirmation. Either party may change its address for notice by notice to the other party given in accordance with this Section.
    16. Severability.  If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.
    17. Subcontractors.  Essel may subcontract Services under this Agreement to third parties without the approval of Client; provided however, that (a) subcontractors agree to protect Client Confidential Information, and (b) Essel remains responsible to Client for performance of its obligations hereunder.
    18. Waiver.  The delay or failure of either party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the party against whom such waiver is sought to be enforced.

Exhibit A
Support and Maintenance

Business Day is defined as Monday through Friday, exclusive of Kenya’s national holidays. When Client reports a problem or incident, Essel will, in consultation with Client, first classify the problem or incident according to its severity and nature.  The following classification scheme will be used to categorize problems:

Classification

Criteria

 

Severity Level One           Issues                

The operation is in production and is mission critical to the business. The product is inoperable and the situation is resulting in a total disruption of work. There is no workaround available.

     
Severity Level Two Issues       

 

Operations are severely restricted. Important features are unavailable, although work can continue in a limited fashion. A workaround is available.

     
Severity Level Three Issues
                 

 

The product does not work as designed resulting in a minor loss of usage. A workaround is available.

 Severity Level Four Issues

There is no loss of service. This may be a request for documentation, general information, product enhancement request, etc.

Support Hours

Coverage is provided between 9:00 a.m. to 5:00 p.m. excluding weekends and national holidays.

Response Procedures and Timing
Upon receipt from Client of a report of an issue, defect or incident, Essel shall take prompt corrective action to remedy the reported defect as follows within the following time periods (during the hours specified in this Exhibit):

  1. For a Severity Level One Issues, Essel shall respond within 2 hours and work continuously using best efforts to provide at least a temporary workaround or fix (i.e., a patch, temporary release, or update release, which allows the user to continue to use all functionality of the Software in all material respects) within four (4) hours after initial notification by Client. Thereafter, Essel shall use best efforts to provide an official fix or workaround within forty-eight (48) hours.
  2. For a Severity Level Two Issues, Essel shall respond within 4 hours and work continuously using best efforts to provide at least a temporary workaround or fix within a time period to be mutually agreed by the parties, but in no event longer than 4 days after initial notification of the issue by Client or discovery of the defect by Essel.
  3. For a Severity Level Three Issues, Essel shall respond in one day and Essel shall use commercially reasonable efforts to provide at least a temporary workaround or fix within a time period to be mutually agreed by the parties, but in no event longer than thirty (30) days, or such additional period of time as may be agreed upon in writing (including e-mail) by the parties, after initial notification of the issue by Client or discovery of the defect by Essel.
  4. For a Severity Level Four Issues, Essel shall respond in one week Essel may, at its discretion, provide a temporary workaround or fix, and/or provide a permanent update in a future release of the Software or reasonably deny the request.

With respect to the foregoing, Essel shall work diligently during the support hours to provide the service levels set forth above.  The parties understand and agree that a temporary work around or fix shall not constitute the resolution of any such defect.


 

Exhibit B
END-USER LICENSE AGREEMENT FOR ANDROID
IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALLATION.
Essel Android APP
End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Essel for the Essel Android APP(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation ("Essel Android APP"). By installing, copying, or otherwise using the Essel Android APP, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and Essel, Inc., (referred to as "licenser"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the Essel Android APP.
The Essel Android APP is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Essel Android APP is licensed, not sold.

1. GRANT OF LICENSE.
The Essel Android APP is licensed as follows:
(a) Installation and Use.
Essel grants you the right to install and use copies of the Essel Android APP on your Android device running a validly licensed copy of the operating system for which the Essel Android APP was designed [Android 2.3.2 or greater].
(b) Backup Copies.
You may also make copies of the Essel Android APP as may be necessary for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the Essel Android APP.
(b) Distribution.
You may not distribute registered copies of the Essel Android APP to third parties.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the Essel Android APP, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(d) Rental.
You may not rent, lease, or lend the Essel Android APP.
(e) Support Services.
Essel may provide you with support services related to the Essel Android APP ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Essel Android APP and subject to the terms and conditions of this EULA.
(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the Essel Android APP.

3. TERMINATION
Without prejudice to any other rights, Essel may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Essel Android APP in your possession.

4. COPYRIGHT
All title, including but not limited to copyrights, in and to the Essel Android APP and any copies thereof are owned by Essel or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Essel Android APP is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Essel, Inc..

5. NO WARRANTIES
Essel expressly disclaims any warranty for the Essel Android APP. The Essel Android APP is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. Essel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Essel Android APP. Essel makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Essel further expressly disclaims any warranty or representation to Authorized Users or to any third party.

6. LIMITATION OF LIABILITY
In no event shall Essel be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the Essel Android APP, even if Essel has been advised of the possibility of such damages. In no event will Essel be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Essel shall have no liability with respect to the content of the Essel Android APP or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.


Exhibit C

END-USER LICENSE AGREEMENT FOR IOS APP.
IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALLATION.
Essel iOS APP
End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Essel for the Essel iOS App(s) identified above which may include associated software components, media, printed materials, and "online" or electronic documentation ("Essel iOS App"). By installing, copying, or otherwise using the Essel iOS App, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and Essel, Inc., (referred to as "licenser"), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the Essel iOS App.
The Essel iOS APP is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Essel iOS App is licensed, not sold.
1. GRANT OF LICENSE.
The Essel iOS App is licensed as follows:
(a) Installation and Use.
Essel grants you the right to install and use copies of the Essel iOS App on your iOS device running a validly licensed copy of the operating system for which the Essel iOS App was designed [iOS 4.2 or greater].
(b) Backup Copies.
You may also make copies of the Essel iOS App as may be necessary for backup and archival purposes.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the Essel iOS App.
(b) Distribution.
You may not distribute registered copies of the Essel iOS App to third parties.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the Essel iOS App, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(d) Rental.
You may not rent, lease, or lend the Essel iOS App.
(e) Support Services.
Essel may provide you with support services related to the Essel iOS App ("Support Services"). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Essel iOS App and subject to the terms and conditions of this EULA.
(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the Essel iOS App.

3. TERMINATION
Without prejudice to any other rights, Essel may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Essel iOS App in your possession.

4. COPYRIGHT
All title, including but not limited to copyrights, in and to the Essel iOS App and any copies thereof are owned by Essel. All title and intellectual property rights in and to the content which may be accessed through use of the Essel iOS App is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Essel.

5. NO WARRANTIES
Essel expressly disclaims any warranty for the Essel iOS App. The Essel iOS App is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, noninfringement, or fitness of a particular purpose. Essel does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Essel iOS App. Essel makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. Essel further expressly disclaims any warranty or representation to Authorized Users or to any third party.

6. LIMITATION OF LIABILITY
In no event shall Essel be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of 'Authorized Users' use of or inability to use the Essel iOS App, even if Essel has been advised of the possibility of such damages. In no event will Essel be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Essel shall have no liability with respect to the content of the Essel iOS App or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, and loss of privacy, moral rights or the disclosure of confidential information.