IMPORTANT - PLEASE READ CAREFULLY. YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT IF YOU WANT TO INSTALL AND USE THE SOFTWARE. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE “I ACCEPT” BUTTON WHEN INSTALLING THE SOFTWARE. BY CLICKING THE “I ACCEPT” BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ANY AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU ARE NOT WILLING TO BE SO BOUND, SELECT THE “DECLINE” BUTTON AT THE END OF THE AGREEMENT WHEN INSTALLING THE SOFTWARE AND YOU WILL NOT BE ABLE TO INSTALL OR USE THE SOFTWARE. IF YOU RESIDE 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 SOFTWARE.

This End User License Agreement (”Agreement”) is a legal agreement between you (either an individual or a single entity) (”You”) and Wambo, Inc. for the use of the Software (as defined below).

1. Definitions

The following capitalized terms have the following meaning in this Agreement:

“Affiliate” means any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Wambo, Inc. For the purpose of this definition, the word “control” means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

“Content” means any message, data, information, text, graphics or other material.

“IP Rights” means 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 Software, the Website or the Wambo, Inc. Materials.

“Wambo API” means the application program interface consisting of the set of routines utilized by the Software to provide the Software functionality for a given platform or operating system.

“Wambo Materials means any and all trademarks, names, signs, logos, banners, Wambo Online Materials, and any other materials, in whatever form, owned and/or used by Wambo, Inc. for the promotion of its company, its products and activities.

“Wambo Online Material” means the Wambo banner available for download on the Website, consisting of a Wambo logo and a link to the Website.

“Software” means the software distributed by Wambo, Inc. (called “Swapper”), including without limitation the Wambo API, UI and any online or other documentation provided by Wambo, Inc., as well as any future programming fixes, updates and upgrades thereof.

“UI” means the user interface for the Software.

“User Account” means the account you create a unique identification code and password for Your use of the Software.

“Website” means any and all elements, contents and the ‘look and feel’ of the website from which the Software can be downloaded, including, without limitation, www.wambo.com .

2. License; Restrictions; New Versions

2.1. License. Subject to the terms of this Agreement, Wambo, Inc. hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the Software on Your computer. For the avoidance of doubt, You are allowed to use the Software at work, in accordance with the terms of this Agreement. This license applies to downloading, installing and using the Software, free of charge. The use of any paid services which may be offered by Wambo, Inc. or its Affiliates is subject to the additional “Terms of Service,” which can be found at www.wambo.com.

2.2. License Restrictions. The Software may not be used in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Transmission or distribution of any material in violation of any applicable law or regulation is prohibited. You may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose. You may not use the Software to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Wambo, Inc. or others. You may not intercept or monitor, damage or modify any communication which is not intended for You.

To the extent that the Software provides you an opportunity to exchange information, materials, data, files, programs, ideas and opinions, you hereby represent and warrant that you have all necessary rights in and to all such Content you provide and all information contained therein. Wambo, Inc. has the right in its sole discretion to edit or remove any Content or other material shared by you. Without limiting the foregoing, Wambo, Inc. has the right, but not the obligation, to edit or remove any content or other material that it, in its sole discretion, finds to be in violation of the provisions of these terms and conditions, or for any other reason. You acknowledge and agree that Wambo, Inc. shall not assume or have any liability for any action or inaction by Wambo, Inc. with respect to any Content. Users shall remain solely responsible for their Content. Without limitation, Wambo, Inc. reserves the right to terminate your access to and use of the Software if, in our view, your conduct fails to meet any of the following guidelines for user conduct:

1. You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the Software.

2. You may not attempt to interfere with any other person’s use of the Software.

3. You may not misrepresent your identity or impersonate any person.

4. You may not attempt to gain access to any account, computers or networks related to the Software without authorization.

5. You may not attempt to obtain any data through any means from the Software, except if we intend to provide or make it available to you.

6. You may not attempt to charge others to use the Software either directly or indirectly.

7. You may not use the Software to participate in pyramid schemes or chain letters.

8. You may not use the Software to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.

9. You may not use the Software for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.

10. You may not use the Software to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.

11. You may not use the Software to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property.

12. You may not use the Software to download any material sent by another user of the Software that you know, or reasonably should know, cannot be legally distributed in such manner.

13. You may not use the Software to violate any code of conduct or other guidelines.

14. You may not use the Software to harvest or otherwise collecting information about others, including e-mail addresses.

15. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer the Software

All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of Wambo, Inc.

While Wambo, Inc. has no intent to screen or monitor any of the Content spread using the Software, Wambo, Inc. reserves the right, and has absolute and sole discretion, to do so. Any use of the Software in violation of this Agreement and may result in, among other things, the termination or suspension of your rights to use the Software. Additionally, You acknowledge and agree that any breach or threatened breach of your obligations with respect to the use of the Software shall result in irreparable harm to Wambo, Inc., for which monetary damages are inadequate and for which Wambo, Inc. is entitled to immediate injunctive relief, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.

2.3. Limitations on Use of Wambo API. Your license to use the Wambo API under Section 2.1 above is granted solely for the purpose of enabling Your application to connect with the Software, provided that:

2.3.1. All use of Wambo API is carried out for legitimate purposes and will in no way and to no extent adversely affect the functionality or performance of the Software or services provided by Wambo, Inc.;

2.3.2. You will not remove, overtake, hide or otherwise make the UI inaccessible for end users;

2.3.3. You will monitor the Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the Wambo API and, where applicable, any and all use of the Software; and

2.3.4. You acknowledge and agree that Your use of the Wambo API will be at Your own risk and account.

2.4. No Granting of Rights to Third Parties. Except as otherwise set forth in subsections 2.3.1, 2.3.2, and 2.3.3 below, You may 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 Software or any part thereof.

2.4.1. Distribution of Software. If you wish to distribute the Software, You must agree to and meet with the “Distribution Terms,” which terms can be found at www.wambo.com .

2.4.2 Distribution of Wambo API. If you wish to distribute an application that uses Wambo API, You must agree to and meet with the “API Terms of Use,” which terms can be found at www.wambo.com .

2.4.3. Other Exceptions. You must obtain Wambo, Inc.’s previous written consent and the parties must explicitly agree upon any additional commercial terms. Without limiting the foregoing, if Wambo, Inc. agrees in its sole discretion to grant You the right to use the Software or Wambo API for commercial purposes, then, as a condition to such use, Wambo, Inc. reserves the right to charge You a license or other fee for such use.

2.5. No Modifications. You may not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or any part thereof.

2.6. Third Parties. You acknowledge and agree that the Software 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 Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the 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 Wambo, Inc. or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Wambo, Inc. or its Affiliates to enforce any of your rights.

2.7. Wambo Materials. Nothing in this Agreement will give You any right to use the Wambo Materials.

2.8. New Versions of the Software. Wambo, Inc., in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software. You acknowledge and agree that Wambo, Inc. has no obligation to make available to You any subsequent versions of the 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 Software. Furthermore, You acknowledge and agree that Wambo, Inc., in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the Software and/or disable any Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at Wambo, Inc.’s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, which can be found at www.wambo.com < http://www.wambo.com/>, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Wambo, Inc. will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the Software and (2) by the suspension or termination of the license or this Agreement by Wambo, Inc. and/or by You.

3. Your Computer

You hereby acknowledge that the Software may utilize the processor, bandwidth and storage of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication and data retrieval between users of the Software. Wambo, Inc. will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that Wambo, Inc. cannot and does not provide any warranties in this respect.

4. Confidentiality and Privacy

4.1. Wambo, Inc.’s Confidential Information. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding Wambo, Inc., its Affiliates, officers, directors, employees, consultants, contractors, and agents, the Software, and the IP Rights, strictly confidential.

4.2. Your Confidential Information and Privacy. Wambo, Inc. is committed to respecting Your privacy and the confidentiality of Your personal data. The “Privacy Policy” that is published on the Website at www.wambo.com < http://www.wambo.com/> applies to the use of Your personal data, the traffic data as well as the Content contained in Your communication(s).

5. Ownership Rights and Translations.

5.1. Wambo, Inc. IP Rights. You acknowledge and agree that any and all IP Rights to or arising from the Software are and will remain the exclusive property of Wambo, Inc. and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such 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 unauthorized 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. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the Software, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

5.2. Your Rights. With the exception of IP Rights of Wambo, Inc. and/or its licensors in the Software (including the Wambo API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create that are based on or utilize the Wambo API. You hereby release and covenant not to hold liable Wambo, Inc. or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the Wambo API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the Wambo API. As between You and Wambo, Inc., Wambo, Inc. and/or its licensors retain the IP Rights in and to the Software (including the Wambo API) and any derivative works thereto created by or for Wambo, Inc. or its licensors.

5.3. 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 Wambo, Inc.’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.

5.4. Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the Website or as otherwise requested of You by Wambo, Inc. at any time will be and remain the sole and exclusive property of Wambo, Inc. without any compensation to You.

6. Use of the Software

6.1. No Warranties. The Software is designed to enable You to transfer files with other Software users as well as store data. Wambo, Inc. does not guaranty that You will always be able to communicate with other Software users, that You will always be able to transfer files without disruptions, delays or communication-related flaws, or that all Your file transfers will always be delivered to other Software users. Wambo, Inc. will not be liable for any such disruptions, delays or other omissions in any communication experienced when using the Software.

6.2. No Responsibility of Content. You acknowledge and understand that the Content of the communication spread by the use of the Software is entirely the responsibility of the person from whom such Content originated. Wambo, Inc. takes no responsibility and assumes no liability for any Content spread by You or any third party, or for any Content You encounter, including, without limitation, any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity.

7. Term and Termination

7.1. Term. This Agreement will be commence upon your acceptance of this Agreement and will remain effective until terminated by either Wambo, Inc. or You as set forth below (the “Term”).

7.2. Termination by Wambo, Inc. Without limiting other remedies, Wambo, Inc. may limit, suspend, or terminate this license and Your use of the Software, prohibit access to Website and delete Your User Account, with immediate effect, for any reason. Wambo, Inc. will effect such termination by providing notice to You to the email address You have provided, and/or by blocking access to Your User Account.

7.3. Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause.

7.4. Effect of Termination. Upon termination of this Agreement, (a) all licenses and rights to use the Software will terminate, and (b) You will cease any and all use of the Software, and (c) You will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in Your possession or under Your control. Wambo, Inc. will not be liable for any damage caused by the termination of this Agreement.

8. Your Representations and Warranties; Indemnification

8.1. Representations. You represent and warrant that You are authorized to enter into this Agreement and to 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 under any and all laws, regulations and policies that may apply to the use of the Software.

8.2. Indemnification. You agree to indemnify, defend and hold harmless Wambo, Inc., its Affiliates, and its officers, directors, consultants, contractors, employees and agents 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 or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Software, or (d) use and/or modification of the Wambo API or (e) communication transmitted by means of the Software.

8.3. Export Restrictions. You acknowledge that the Software may be subject to United States and international rules that govern the export of software. You agree to comply with all applicable United States and international laws that apply to the Software as well as end-user, end-use and destination restrictions issued by the United States government or the governments of other countries.

9. Disclaimer of Warranties; Exclusive Remedy

9.1. No Warranties. THE SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; WAMBO, INC. DOES NOT, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. WAMBO, INC. DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND/OR ERROR-FREE.

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

9.3 Your Exclusive Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO UNINSTALL AND CEASE USE OF SUCH SOFTWARE.

10. Limitation of Liability

The Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT none of WAMBO, INC., ITS AFFILIATES or ITS officers, directors, employees, CONSULTANTS, CONTRACTORS, and agents WILL HAVE any LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SOFTWARE. IN NO EVENT WILL WAMBO, INC., ITS AFFILIATES OR THE or ITS officers, directors, employees, CONSULTANTS, CONTRACTORS, and agents 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 SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. General Provisions

11.1. New Versions of the Agreement. Wambo, Inc. reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Website. The revised Agreement will become effective within thirty (30) days of such publishing. The express acceptance by You, or Your continued use of the Software after expiry of the notice period of (30) days, will constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.wambo.com < http://www.wambo.com/>.

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

11.3. 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 will nonetheless remain in full force and effect.

11.4. No waiver. Any failure by Wambo, Inc. at any time or times to require performance of any provisions hereof will 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 Wambo, Inc.

11.5. Assignment. You may not assign this Agreement or any of Your rights hereunder. Wambo, Inc. may, at its sole discretion, assign this Agreement or any rights hereunder to any Affiliate or other third party, without giving prior notice.

11.6. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of California, without reference to its choice of law principles to the contrary.

11.8. Jurisdiction and Venue. You irrevocably submit to venue and exclusive personal jurisdiction in the federal and state courts in Santa Clara County, California, for any dispute arising out of this Agreement, and waive all objections to jurisdiction and venue of such courts.

11.7. Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version will prevail.

11.8. Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations set forth in this Agreement, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.

11.9. International Users. By using the Software, International users understand and consent to the processing of personal information in the United States.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO WAMBO, INC. THE RIGHTS SET FORTH HEREIN.