SWYPE INC. - Terms and Conditions

END USER LICENSE AGREEMENT

PLEASE READ THIS SWYPE INC. END USER LICENSE AGREEMENT CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE THE SOFTWARE (AS DEFINED BELOW). This SWYPE INC. End User License Agreement (this "Agreement") is a legal agreement between You (an entity or person, as applicable), and SWYPE INC., a Washington U.S.A. corporation ("Swype Inc."), for use of Swype© software including both executable program files and data files (the "Software") in accordance with the terms and subject to the conditions and limitations set forth in this Agreement. Unless you have a different license agreement with SWYPE INC., by downloading, installing, copying, or otherwise using the Software, You agree to be bound by the terms of this Agreement.

YOU HEREBY AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. LIMITED LICENSE. Swype Inc. hereby grants You a limited, revocable, non-exclusive, non-transferable license to use the Software solely for Your own individual use. You agree not to resell or make any commercial use of the Software.

2. LIMITATIONS ON USE. The Software is distributed in the form of this installation program (the "Installer") which will install a copy of the Software on Your device. You may not distribute, redistribute, or transfer the Installer (including any executable and data files which may be installed by the Installer) to others. You may not modify, reverse engineer, decompile, or disassemble the Software or the Installer. You may not adapt, alter, modify, translate, or create derivative works of the Software. You may use the Software and the Installer only as permitted in this Agreement. You may not rent, lease, or lend the Software. Swype Inc. hereby reserves all rights not expressly granted to You in this Agreement. If the Software is time-limited and is not properly registered with Swype Inc. or its designated agent by the date on which the original time limit expires (the "Expiration Date"), You may not continue to use the Software beyond the Expiration Date.

3. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Software shall remain in Swype Inc. and/or its licensors, if any. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Swype Inc.'s or its licensors', if any, ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws of the United States and by international treaties. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the Software.

4. YOUR RESPONSIBILITIES. You agree not to use the Software to break any applicable law, rule or regulation, and You agree to comply with regulations of the United States Office of Export Administration and other applicable governmental agencies. You are responsible for providing and maintaining all equipment necessary to use the Software. IF YOU ARE USING THE SOFTWARE ON A COMPANY-PROVIDED DEVICE, YOU ARE RESPONSIBLE FOR ENSURING THAT INSTALLATION OF THE SOFTWARE COMPORTS WITH YOUR COMPANY'S INTERNAL POLICIES. SWYPE INC. WILL NOT BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH INSTALLATION OR USE OF THE SOFTWARE.

5. TERMINATION. Should You breach this Agreement, Your right to use the Software shall terminate immediately and without notice. You may also terminate this Agreement by simply discontinuing use of the Software. In the event of any termination of this Agreement, the restrictions on Your use of the Software as set forth in Paragraph 2 ("Limitations on Use") and Paragraph 3 ("Proprietary Rights") above shall survive such termination, and You agree to be bound by those terms.

6. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ANY SOFTWARE SECURITY FEATURES INCLUDED THEREIN ARE PROVIDED TO YOU ON AN "AS IS" BASIS AND WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND. SWYPE INC. AND ITS LICENSOR(S), IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWYPE INC. MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE SWYPE BETA SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SWYPE INC. OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SWYPE INC. OR ITS LICENSOR(S), IF ANY, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE. SWYPE INC.'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OR RELATING TO THE SOFTWARE SHALL BE LIMITED TO PRODUCT REPLACEMENT OR REFUND OF ORIGINAL PURCHASE PRICE OR REGISTRATION FEE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

8. GENERAL TERMS. If You acquired the Software in the Untied States of America, this Agreement will be governed by and construed in accordance with the laws of the State of Washington, USA without giving effect to its conflicts of law provisions or Your actual state or country of residence. In such event, both You and Swype Inc. submit to personal jurisdiction in the State of Washington, USA. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Swype Inc.'s failure to act with respect to a breach by You or others does not waive Swype Inc.'s right to act with respect to subsequent or similar breaches. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement is not assignable by You, and any attempted or alleged assignment by You is void. This Agreement constitutes the entire Agreement between Swype Inc. and You regarding the Software and supersedes all prior written and oral agreements.

9. Terms

10. Cancellation and Termination

11. Modification to Swype Beta Service

12. User Conduct and Submissions

13. Copyright, Ownership, and Data Security

14. Compliance with Laws

15. General Conditions

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.