UserScape, Inc.

Terms and Conditions

The Software

UserScape, Inc., a New York corporation ("UserScape"), has created a
server-based, proprietary, helpdesk software product called HelpSpot (the
"the Software").

Authorized Users

Access to and use of the Software is limited to individuals, firms,
organizations and entities that purchase a license ("Licensees") and to
individuals who (a) are employed by a Licensee or engaged as independent
contractors of a Licensee, (b) access the Software solely for the benefit
of such Licensee and (c) agree to be bound by all of these terms and
conditions to the same extent that such Licensee is bound (collectively,
"Authorized Users").

The Software permits Licensees to assign a user name to each Authorized
User, to deactivate user names and create new user names, and to host the
Software on one or more servers at one or more locations or facilities.

The maximum number of Authorized Users, if any, will be indicated in your
online order or registration form, purchase order, written agreement or
other evidence of purchase (your "Order").  You may purchase a license
for a fixed maximum number or an unlimited number of Authorized Users.
You may upgrade your license at any time to a larger or an unlimited
number of Authorized Users at the rates then in effect for such upgrades.
The specific organization or entity that is the Licensee will also be
indicated in your Order.

By accessing or using the Software, you represent and warrant that you
are a Licensee or an Authorized User and that you agree to these terms
and conditions. All references to "you" mean either a Licensee or an
Authorized User.

License Grant

In consideration for payment pursuant to your Order, we grant to you, on
these terms and conditions, the non-exclusive right and license to use
the Software.  In the event of a conflict between these terms and
conditions and the terms of your online order or registration form,
purchase order, written agreement or other evidence of purchase, the
purchase order, written agreement or other evidence of purchase will
control.

Restrictions

No Publication.  Except as otherwise specifically set forth in these
terms and conditions, you may not distribute, disclose, display,
transmit, publish, resell, sublicense or otherwise transfer any the
Software or its associated documentation, nor allow the distribution,
disclosure, display, transmission, publication, resale, sublicense or
transfer of any the Software or its documentation, to any person or
entity.

No Services for Others.  You may not use the Software to perform services
for any person or entity other than the Licensee and its employees and
contractors for the benefit of the Licensee.

Limited Copies.  You may not copy or allow copies of the Software to be
made for any reason, except for back-up and archival purposes.

No Modifications or Derivative Works.  You may not make any changes or
modifications in the Software, nor may you create derivative works of the
Software or its associated documentation.  You may not decompile,
disassemble, decrypt, extract or otherwise reverse engineer the Software.
You may not remove, alter, cover, or distort any copyright, trademark, or
other proprietary rights notice placed by us in or on the Software, media
or documentation.

No Unlawful Use.  You may not use the Software in any unlawful manner or
for any unlawful purpose.  You may not export or re-export any portion of
the Software except in full compliance with all United States laws and
regulations, these terms and conditions and, if applicable, the
associated written agreement.

Term

If you purchase your first license on or after December 29, 2015, the
license we grant to you is a subscription that runs either month to month
or year to year, from the date of your purchase.

If you purchased the license before December 29, 2015, you may continue
to use the Software on your server with or without our ongoing support.
If you purchase a subsequent support contract, your support contract will
run from year to year from the date of your purchase of the support
contract.

Prices

We reserve the right to increase the price of the subscription or the
support contract.  Pricing for subscriptions and support contracts is
based on the number of Authorized Users.  If you increase the number of
Authorized Users during the term of your subscription or contract, we
will charge you a prorated amount for each additional Authorized User for
the period through the end of the then-current subscription or contract
term.

If you purchased the license before December 29, 2015, and you desire to
increase the maximum number of Authorized Users, we reserve the right to
increase the price of the license for the added Authorized Users in our
discretion from time to time.

Termination

If you breach any provision of these terms and conditions, in addition to
any rights or remedies we may have, we may terminate your license and
revoke your authority to use the Software without prior notice to you.

If you purchased a subscription (on or after December 29, 2015,) and you
fail to make a required payment to us to renew your subscription, the
Software will stop functioning. You may resume using the Software upon
our receipt of your payment.

If you purchased a support contract and you fail to make a required
payment to renew your contract, we may cease providing support services.

Support

We will respond to your requests for technical or customer support during
the term of your subscription.

To reach UserScape customer support services, please call 845.533.5044 or
contact us by e-mail at customer.service@userscape.com.  A valid Customer
ID is required for support.  We provide telephone support Monday through
Friday, 9 a.m. to 5 p.m. East Coast time, but not on national holidays.
We generally respond to voice mail messages and e-mails within one
business day.

You acknowledge that the Software is inherently complex, that not all
errors will be identifiable or be corrected and that the time it might
take to correct errors may not be commercially reasonable.  We provide
support on a "best efforts" basis only and does not represent or warrant
that it will be able to resolve every technical support request.

Trademarks

We or our affiliate is the sole owner of the UserScape and HelpSpot
trademarks.  You may not use any UserScape trademark without our prior
written consent, which we may withhold in our discretion.

Publicity

You grant us the right to include your company's name as a customer on
our website and other advertising and promotional materials.  Within
thirty business days after your written request, we will remove your
company's name from the UserScape website and will cease to include the
name in our other advertising and promotional materials.

Copyrights

You acknowledge that the Software and its documentation are protected by
copyright and other laws and that we are the sole owner of all rights in
and to the Software and its documentation.  You have no rights in the
Software or its documentation except as set forth in these terms and
conditions and in any other written agreement you may have with us.

The Software uses certain open source libraries listed in the
documentation.  These libraries are licensed under either the GNU LGPL or
the BSD license, or both.  (See http://www.opensource.org/licenses/lgpl-
license.php and http://www.opensource.org/licenses/bsd-license.php)  The
Software is not a derivative work of any of these libraries.

Accuracy

We do not warrant the accuracy of the Software.  We deliver the Software
on an "as is" basis.  Any reliance upon the Software is at your own risk.
We are not responsible for errors, inaccuracies or omissions in the
Software, nor for any consequence of your use of or reliance upon the
Software.

No Other Warranties

The express warranties set forth in these terms and conditions and in
your online order or registration form, purchase order, written agreement
or other evidence of purchase are the only representations and warranties
that we make with respect to your purchase.  To the maximum extent
permitted by applicable law, we disclaim all other warranties, either
express, implied or otherwise, including, but not limited to, implied
warranties of title, merchantability, or fitness for a particular
purpose.

Limitation of Liability

To the maximum extent permitted by applicable law and regardless of
whether any remedy herein fails of its essential purpose, in no event
will we be liable for any special, incidental, indirect, consequential or
punitive damages whatsoever arising out of this Agreement or the use of
or inability to use  the Software (including, without limitation, damages
for lost information, lost savings, lost profits or business
interruption), even if we have been advised of or should have known of
the possibility of such damages.  In no event will we be liable for
damages in contract, tort or otherwise in excess of the amounts we
received for the defective Software.  In no event may you bring an action
against us more than one year after the cause of action arises.

Miscellaneous

No Transfer of Rights.  Licensee may not transfer the rights granted
under this Agreement to any other person or entity.  Licensee may change
the Authorized Users from time to time in the manner described above.

Government Users.  U.S. Government end users acknowledge that the
Software constitutes "commercial technical data" as that term is used in
the Federal Acquisition Regulations and the Department of Defense Federal
Acquisition Regulations and that we own all rights in the Software.

Entire Agreement; Amendments.  These terms and conditions together with
your online order or registration form, purchase order, written agreement
or other evidence of purchase constitute the entire understanding between
the parties relating to the Software.  This Agreement may not be amended
or changed except in writing signed by you and us.

Waivers.  No delay or failure to exercise any right or remedy provided
for in this Agreement will be deemed to be a waiver.

Severability.  If any provision of this Agreement is held invalid or
unenforceable, for any reason, by any arbitrator, court or governmental
agency, department, body or tribunal, the remaining provisions will
remain in effect.

Governing Law.  This Agreement will be governed by and construed in
accordance with the laws of New York, U.S.A., without regard to New
York's conflict of laws principles.

Jurisdiction.  Any party bringing a legal action or proceeding against
the other party arising out of or relating to this Agreement or the
transactions it contemplates shall bring the legal action or proceeding
in either the United States District Court for the Southern District of
New York or in any court of the State of New York sitting in New York,
NY, or in White Plains, NY, U.S.A.  Each party consents to the exclusive
jurisdiction of such courts in any such action or proceeding.

Further Information

For further Information about our licensing policies or products, contact
us at:

Address: UserScape, 2600 South Road, Ste 44-175, Poughkeepsie, NY 12601
Tel:  845.533.5044
E-mail:  customer.service@userscape.com
Web: 	http://www.userscape.com