This Services Agreement (this “Agreement”) is made between Tagwhat, Inc., a Delaware corporation (“Tagwhat”) and you, or, if you represent an entity or other organization, that entity or organization, (in either case, “You”). You are either using the web sites accessible through the domain name www.tagwhat.com (the “Site”), or attempting to complete the process to download or install software, including through an application for a Mobile Device (as defined below) (the “Software”) provided by Tagwhat, and Tagwhat is willing to grant You a limited license to download, install, and operate the Software, to use the Site and to access and use certain online services through the Software or the Site (the “Services”) on the condition that You accept and agree to be bound by the terms of this Agreement. This Agreement applies to all use of or access to the Site, Software, Services and any Tagwhat Content (as defined below).

PLEASE CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY CLICKING ON THE LINK TO ACCEPT THIS AGREEMENT (OR BY OTHERWISE DOWNLOADING, INSTALLING, USING, OR ACCESSING THE SOFTWARE, SITE OR SERVICES), YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND YOU AGREE (ON YOUR OWN BEHALF AND, IF YOU REPRESENT AN ENTITY OR OTHER ORGANIZATION, ON BEHALF OF THAT ENTITY OR ORGANIZATION AND ANY OTHER INDIVIDUALS WITHIN THAT ENTITY OR ORGANIZATION USING OR ACCESSING THE SITE, SOFTWARE OR THE SERVICES) TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE LINK TO ACCEPT THIS AGREEMENT, OR OTHERWISE FIRST DOWNLOAD, INSTALL, USE, OR ACCESS THE SOFTWARE OR SITE (SUCH DATE, THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, TAGWHAT WILL NOT GRANT YOU ACCESS TO THE SITE, SOFTWARE OR THE SERVICES, AND YOU SHOULD DISCONTINUE THE DOWNLOAD OR INSTALLATION PROCESS FOR THE SOFTWARE AND DISCONTINUE USE OF THE SITE.

This Agreement consists of the following terms and conditions. Unless otherwise amended as set forth herein, this Agreement will be the complete and exclusive understanding and agreement between the parties governing Your access to and use of the Site, Software and Services, and will supersede any oral or written proposal, agreement, or other communication between the parties, regarding Your access to and use of the Site, Software or Services. Tagwhat reserves the right, at any time and from time to time, to amend or modify this Agreement by providing notice to You (including notice on or through the Site, Software or Services). Any amendment or modification will be effective as to Your continued use of the Site, Software or Services 30 days following such notice. Your continued use of the Site, Software or Services will serve as Your agreement to any such amendment or modification. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only in a writing signed by both parties. Tagwhat may modify the Site, Software or Services at any time and from time to time with or without notice to You. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. This Agreement is in the English language only, which language will be controlling in all respects.

1.            USE OF THE SITE, SOFTWARE AND SERVICES. You must be at least 13 years old to use the Site, Software and the Services. If You are under 13, then You may not use or access the Site, Software or Services under any circumstances. If You are 13 or older and younger than 18, then You may access and use the Site, Software and Services only if Your parent or guardian accepts this Agreement on Your behalf. If You are a parent or guardian entering this Agreement for the benefit of a child age 13 or older, then you agree to accept full responsibility for that child’s use of and access to the Site, Software and Services. By accessing or using the Site, Software or Services, You represent that You are at least 13 and have Your parents’ permission to do so. You may access the Site solely for Your own internal purposes in accordance with this Agreement. Tagwhat reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Site (or any portion thereof) with or without notice.

2.            ACCESS TO THE SOFTWARE. Subject to Your compliance with, and during the term of, this Agreement, Tagwhat grants You a non-exclusive, personal, non-transferable, non-sublicensable limited license solely to install and operate the Software on a single personal mobile electronic device or smart phone owned or controlled by You (a “Mobile Device�?) only for Your own internal purposes in accordance with this Agreement and any applicable documentation accompanying the Software or otherwise provided to You by Tagwhat. Except as expressly set forth in the previous sentence, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Software, or any intellectual property rights therein or related thereto, and You may not use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any portion of the Software without the prior written permission of Tagwhat.

3.            ACCESS TO THE SERVICES. Subject to Your compliance with, and during the term of, this Agreement, Tagwhat will provide You with the right to access and use the Services through the normal operation of the Software and the Site solely for Your own internal purposes in accordance with this Agreement and any applicable documentation accompanying the Software or otherwise provided to You by Tagwhat. Your rights are personal, non-transferable and non-sublicensable and You may access and use the Services only as expressly set forth in the previous sentence. Tagwhat reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Services. By accessing the Services, You consent to receiving Content and Software from Tagwhat through Your Mobile Device, including, without limitation, alerts, polls, giveaways, advertising, datacasts, games, widgets and other Content and Software. All Content and Software received or made available through the Services are subject to this Agreement. Certain Services are only available through participating mobile carriers and on compatible Mobile Devices. You acknowledge that You: (1) are the authorized account holder for each Mobile Device through which You access, use or subscribe to the Services; or (2) have the authorized account holder’s permission to access, use or subscribe to such Services. Message and data rates may apply to certain Services and, depending on Your Mobile Device plan or Your Mobile Device carrier or provider, and You may incur additional message or data charges by using or accessing such Services. Contact Your Mobile Device provider for more information.

4.            ACCOUNTS. As applicable, You may be permitted to establish an account to access the Services and certain portions of the Site (an “Account”). In connection with Your application to establish an Account, You will be asked to submit certain information about Yourself (“Registration Information”). Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. If You are an individual, each Account ID may be used only by You alone. If You are acting on behalf of an entity or organization, each Account ID may be used only by a single designated individual within Your organization. You will be solely responsible for all use of the Site or Services through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Tagwhat immediately if any Account ID is lost, stolen or otherwise compromised. You acknowledge that You will be fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. For example, in connection with establishing an Account, You may be asked to provide information that will allow the Software to associate Your Account with one or more of Your third-party social networking accounts. You will be fully responsible for all liabilities and damages incurred through Your access to any such third party social networking accounts (or system) using the Site, Software or Services. In no event will Tagwhat be liable for the foregoing obligations or the failure by You to fulfill such obligations. You represent and warrant that: (1) all Registration Information You have provided is true, accurate, current, and complete; and (2) You will maintain and promptly update the Registration Information to keep it true, accurate, current and complete. You may not: (/a/index.html) select or use an Account ID of another person with the intent to impersonate that person; and (/b/index.html) use an Account ID that Tagwhat, in its sole discretion, deems offensive.

5.         LIMITATIONS AND RESTRICTIONS ON ACCESS. The Software (and its structure, organization, and source code), all text, files, images, graphics, illustrations, and information contained in or available through the Services, Software or Site, and the structure, selection, coordination and arrangement of the Software, the Services, and the hardware and other technology used by or on behalf of Tagwhat to provide the Services (the “Technology”) are the property of Tagwhat (or its licensors) and are protected by applicable intellectual property laws. Access to the Site, Software and Services is licensed, not sold, to You for use only under the terms of this Agreement. You may utilize the Site, Software and Services solely as expressly set forth in this Agreement. Tagwhat reserves all rights not expressly granted to You under this Agreement. In particular, You may not, and will not permit any other third party to: (1) modify, adapt, alter, translate, or create derivative works from the Site, Software or Services; (2) use or merge the Site, Software or Services, or any component or element thereof, with other software, databases, sites or services not provided by Tagwhat; (3) sublicense, distribute, sell, or otherwise transfer the Software or Services (or the use thereof) to any third party; (4) use the Site, Software or Services for service bureau use, or lease, rent or loan the Software or Services (or the use thereof) to any third party; (5) use automated scripts to collect information from or otherwise interact with the Site, Software or Services; (6) use the Site, Software or Services to harvest or collect e-mail addresses or other contact information of other users from the Site, Software or the Services by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications; (7) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the Site, Software or Services; (8) interfere in any manner with the operation of the Site, Software or Services or attempt to gain unauthorized access to the Site, Software or Services; (9) use the Site, Software or Services to provide false information regarding Your location or identity or the location or identity of any third party; (10) use the Site, Software or Services for any commercial purpose in any automated manner; (11) use the Site, Software or Services to intimidate, harass, threaten, or stalk any other people or entities; (12) use the Site, Software or Services for any purpose that is illegal in any way or that advocates illegal activity; (13) use the Site, Software or Services in any manner that could damage, disable, overburden or impair the Site, Software or Services; (14) upload or provide to Tagwhat any code or devices capable of or intended to interrupt, harm or damage the Site, Services, Software, or Content or the operation thereof; or (15) remove, bypass or circumvent, or attempt to remove, bypass or circumvent, any electronic protection measures in place to regulate or control access to the Site, Software or Services. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with, the Site, Software or Services. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Site, Software or Services or on any copies thereof.

6.        TERM AND TERMINATION. This Agreement will begin on the Effective Date and will continue until terminated. This Agreement will terminate immediately with or without notice to You if You breach any term of this Agreement. In addition, Tagwhat may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement by providing written notice of termination to Tagwhat and deleting all copies of the Software in Your possession or control and ceasing all access to the Site and Services. Tagwhat may also suspend Your use of or access to the Services and direct You to cease using the Site, Services or Software at any time with or without notice and with or without cause. Upon any termination of this Agreement, all rights granted to You under this Agreement will cease, any Account You have established will be closed, and You must promptly discontinue all access to and use of the Site, Software, Services and any Content downloaded or otherwise obtained through the Services. Sections 6, 10, 12, 13, 14, 19, 20 and all disclaimers and limitations of liability will survive termination or expiration of this Agreement for any reason as they apply to the rights granted to Tagwhat and the restrictions placed on You.

7.           CONTENT.

           1.           Tagwhat Content. The Content created or compiled by Tagwhat available on or offered through the Site, Software or Services, including, without limitation, all such Content made available through any widget or Mobile Device application (such Content, collectively, “Tagwhat Content”) is protected by intellectual property rights, including, as applicable and without limitation, copyrights, trademarks, patents, and other proprietary and intellectual property rights. Unless otherwise noted on the Site or Software or through the Services, as between You and Tagwhat, its partners, affiliates, and licensors (“Affiliates”), all Tagwhat Content is owned by Tagwhat and its Affiliates. Your access to and use of any Tagwhat Content is also subject to any other license or other agreement separate from this Agreement that You may have entered into (or may enter into) with Tagwhat or any of its Affiliates relating to that Tagwhat Content (each of those licenses or other agreements, a “Content Agreement”). Subject to and in accordance with the terms of this Agreement and any Content Agreement, You may access and use the Tagwhat Content, without modification, solely for Your own internal, non-commercial purposes in accordance with this Agreement and any Content Agreement. You will use and access all such Tagwhat Content only as expressly set forth in the foregoing sentence and will not: (/a/index.html) modify, translate, adapt, create derivative works of, publish, transmit, reproduce, or otherwise utilize the Tagwhat Content in any form or format; (/b/index.html) distribute, sublicense, rent, lease or loan the Tagwhat Content to any third party; (c) use the Tagwhat Content for the business needs of another person or entity, including without limitation, providing any services to any third parties; or (d) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with the Tagwhat Content. The Tagwhat Content is provided solely for informational purposes and reliance on the Tagwhat content is purely at your own risk. Tagwhat does not warrant the accuracy or completeness of the Tagwhat Content. You will be solely responsible for YOUR use of and reliance on the Tagwhat Content.

           2.           Provided Content. The Site, Software or Services may provide You with access to publishing interfaces, forums, bulletin boards, chat rooms, or other opportunities through which You may provide or upload Content through the Site, Software or Services (such Content, “Provided Content”) and to notify others about the availability of Your Provided Content, for example, by sending an email or posting to a third-party networking site such as Facebook or Twitter. You agree not to upload or provide any Provided Content that is: (/a/index.html) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (/b/index.html) an infringement or misappropriation of the intellectual property or other rights of any third party; (c) illegal in any way or that advocates illegal activity; (d) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate the Site, Software, Services, or any system, data or personal information; (e) false, misleading, or inaccurate or (f) considered, in the sole discretion of Tagwhat, junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. Tagwhat will not be responsible or liable for any deletion, correction, destruction, damage, or loss of or to any Provided Content. Tagwhat reserves the right not to post or remove any Provided Content at any time. Tagwhat is under no obligation to review any Provided Content for accuracy or potential liability. You represent and warrant to Tagwhat and its Affiliates that You own all right, title, and interest in and to any Provided Content that you provide or upload through the Site or Services, or that You have sufficient rights, whether by implication, estoppel, or otherwise, to grant Tagwhat the rights discussed in this Agreement. You will indemnify, defend, and hold harmless Tagwhat and its Affiliates from any and all third-party claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees and court costs) that result from a breach or alleged breach of any representation or warranty set forth in this Agreement. By providing or uploading any Provided Content, unless otherwise stated in a separate agreement entered into by You and Tagwhat in connection with Your upload of any Provided Content, You grant Tagwhat a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Provided Content throughout the world in any form, format, media, software, or technology of any kind for any reason. In addition, You waive all moral rights in the Provided Content (or warrant that all moral rights applicable to such content have been waived). You also grant Tagwhat the right to use Your name in connection with the reproduction or distribution of any Provided Content.

8.        THIRD-PARTY SOFTWARE AND SITES. The Software may contain or include software code owned or provided by third-parties (“Third-Party Software”). For any Third-Party Software clearly indicated to be subject to the terms of a third party software license (a “Third-Party License”), the terms of the applicable Third-Party License will apply to the Third-Party Software independent of the terms of this Agreement. All other Third-Party Software distributed to You by Tagwhat may be used only under the terms of this Agreement. Nothing in this Agreement limits Your rights under, or grants rights to You that supersede, the terms of any applicable Third-Party License. The Site, Software or Services may provide links to third-party sites that are not under the control of Tagwhat, and Tagwhat is not responsible for any content on any linked site. If You access a third-party site through the Site, Software or the Services, then You do so at your own risk. Tagwhat provides links only as a convenience, and the inclusion of the link does not imply that Tagwhat endorses or accepts any responsibility for the content on those third-party sites.

9.        TRANSACTIONS AND PURCHASES. You may be presented with the opportunity to purchase products and services through the Site or Services. In addition to this Agreement, any purchase made through the Site or Services will be subject to any terms and conditions provided in connection with that purchase. Unless otherwise indicated in connection with the purchase, purchases made by You through the Site or Services cannot be exchanged and are non-refundable. Purchases made through the Site or Services may be subject to service fees or charges which are also non-refundable. All information that You provide in connection with a purchase or other transaction through the Site or Services will be accurate, complete and current. You authorize Tagwhat (or a company chosen to act on behalf of Tagwhat) to charge the credit card, debit card or other payment method provided in connection with any transaction through the Site or Services and will pay all charges incurred in connection with any transaction You initiate (or initiated through Your Account) through the Site or Services.

10.    OWNERSHIP. You retain all right, title and interest, including, without limitation, all intellectual property rights, in and to Provided Content. Tagwhat retains all right, title and interest, including, without limitation, all intellectual property rights, in and to the Site, Software, Services, Tagwhat Content, Technology, and any additions, improvements, updates, and modifications thereto. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing. Unless otherwise labeled, all trademarks, tradenames, service marks, logos, banners, and page headers displayed through the Site, Software or Services (collectively, the “Marks”) are the property of Tagwhat and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of Tagwhat.

11.       REPRESENTATIONS AND WARRANTIES. You represent and warrant that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with the Site and any of the Services; and (3) all Content You provide to Tagwhat in connection with this Agreement and Your use of and access to the Site and Services is accurate, complete, and current.

12.     DISCLAIMER. THE SITE, SOFTWARE AND SERVICES AND ALL USE OF AND ACCESS THERETO ARE PROVIDED BY TAGWHAT “AS IS�? AND “AS AVAILABLE�? WITH NO WARRANTIES WHATSOEVER. NEITHER TAGWHAT NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER CONTENT DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE SITE, SOFTWARE OR SERVICES. TAGWHAT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERROR, DELAY, OR INTERRUPTION IN THE SOFTWARE OR SERVICES. TAGWHAT MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS OR USEFULNESS OF ANY PORTION OF THE SITE, SOFTWARE OR SERVICES OR THE APPROPRIATENESS, FITNESS OR SUITABILITY OF THE CONTENT. YOU AGREE THAT YOUR ACCESS TO THE SITE, SOFTWARE AND SERVICES IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE, PHYSICAL OR OTHERWISE, YOU INCUR THROUGH ACCESS TO OR USE OF THE SITE, SOFTWARE OR SERVICES. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, TAGWHAT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, SOFTWARE AND SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE, SOFTWARE OR SERVICES AND INTERRUPTIONS, CRASHES, AND DOWNTIME MAY OCCUR FROM TIME TO TIME. THE SITE, SERVICES, SOFTWARE OR CONTENT ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USES FOR OR WITH REAL TIME ROUTE GUIDANCE (INCLUDING WITHOUT LIMITATION, TURN-BY-TURN ROUTE GUIDANCE AND OTHER ROUTING THAT IS ENABLED THROUGH USE OF A GPS OR OTHER SENSOR) WHERE THE FAILURE OF THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.

13.         INDEMNIFICATION. To the fullest extent permitted under law, You agree to indemnify, defend, and hold harmless Tagwhat and its officers, directions, employees, agents and licensors from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorney’s fees) that may at any time be incurred by any of them in whole or in part by reason of any allegations, claims, suits, or proceedings arising from: (1) Your use of or access to the Site, Software or Services (or any use of or access to the Site, Software or Services through Your Account or using Your Account ID); or (2) any breach of any representation, warranty or other term or condition of this Agreement.

14.       LIMITATION OF LIABILITY. IN NO EVENT WILL TAGWHAT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITY, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER LEGAL THEORY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES OR LIABILITY STEMMING FROM YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE SITE, SOFTWARE OR SERVICES, OR ANY OF THE SOFTWARE OR CONTENT PROVIDED THROUGH THE SITE, SOFTWARE OR SERVICES, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, OR LOSS OF REPUTATION OR REGISTRATION, EVEN IF TAGWHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TAGWHAT’ TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL DAMAGES AND LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND NOT COVERED BY THE FOREGOING SENTENCE WILL BE LIMITED TO THE PRICE (IF ANY) YOU PAID FOR THE SOFTWARE. The laws of some jurisdictions do not permit the exclusion of certain warranties or the disclaimer or limitation of liability for certain types of damages, so portions of the above may not apply to You. To the extent that Tagwhat may not, as a matter of applicable law, disclaim any warranty or limit or exclude any liability, the scope and duration of such warranty and the extent of Tagwhat’s liability shall be the minimum permitted under such applicable law.

15.   PRIVACY POLICY. Click here or direct Your web browser to www.tagwhat.com/privacy.php to view a copy of Tagwhat’s current privacy policy (the “Privacy Policy”). By accessing or using the Site, Software or Services, You expressly consent to the use and disclosure of Your personally identifiable information as described in the then current Privacy Policy. Notwithstanding anything in the Privacy Policy, Tagwhat will have the right to collect, generate, extract, compile, synthesize, and analyze non-personally identifiable data, information and other Content resulting from or arising from Your use of and access to the Site, Software or Services. All such data, information and other Content will be solely owned by Tagwhat and may be used by Tagwhat for any lawful business purpose without a duty of accounting to You, provided that the data, information and other Content is used only in an aggregated form, without directly identifying You.

16.      U. S. GOVERNMENT END USERS. The Software is a “commercial item�? as that term is defined at FAR 2.101, consisting of “commercial computer software�? and “commercial computer software documentation�? as such terms are used in 48 C.F.R. 12.212 and is provided to the U.S. Government only as a commercial end item. Consistent with FAR 12.212 and DFARS 227.7202, all U.S. Government End Users acquire the Software with only those rights set forth herein.

17.      EXPORT LAW. The Software is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export the Software under any circumstances whatsoever, and by downloading the Software, You warrant that Your receipt of the Software does not violate the laws or regulations, including applicable sanctions or embargoes, of the U.S. or any other country. You will indemnify and hold Tagwhat harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees) arising from or relating to any breach by You of Your obligations and warranty under this Section.

18.     CLAIMS OF INFRINGEMENT. If You believe in good faith that Your copyrighted work has been reproduced on the Site or Services without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:


Tagwhat, Inc.

Attn: Copyright Infringement Agent

6525 Gunpark Drive, Suite 370-175

Boulder, CO 80301

Please provide the following information to Tagwhat’s Copyright Infringement Agent:


(1)   the identity of the infringed work, and of the allegedly infringing work;

(2)   Your name, address, daytime phone number, and E mail address, if available;

(3)   a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;

(4)   a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and

(5)   Your electronic or physical signature.

19.     NOTICES. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to Tagwhat by e-mailing Tagwhat at [email protected]. With respect to Tagwhat's notices to You, Tagwhat may provide notices (including notices of amendments to this Agreement) to You by providing them through the Site, Software or Services. You agree to check for notices. In addition, or in lieu thereof, Tagwhat may give notice by sending e-mail to any e-mail address You provide to Tagwhat. Any notice shall be deemed given 24 hours after the notice is actually received by postal mail, provided through the Site or Services, or sent by e-mail, as applicable.

20.          GENERAL.

1.Governing Language and Law. The governing language of this Agreement is English. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Colorado exclusively, as such laws apply to contracts between Colorado residents performed entirely within Colorado and without regard to any conflicts of law principles thereof. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby irrevocably and unconditionally consent to the sole and exclusive jurisdiction and venue in the state and federal courts sitting in Denver, Colorado (U.S.A.) for the adjudication of all disputes, controversies, or claims arising under or relating to this Agreement or otherwise between the parties.

2.Assignment. Neither this Agreement nor any of Your rights or obligations hereunder may be assigned, transferred, or delegated by You in whole or in part, by operation of law or otherwise, without the prior written approval of Tagwhat. Any assignment, transfer or delegation in derogation of the foregoing shall be null and void. Tagwhat may assign, transfer or delegate this Agreement, any obligation or right hereunder, or any portion hereof at any time without notice to You.

3.Severability. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party's rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement an enforceable provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.

4.Modifications. Tagwhat reserves the right, at any time, to add to, change, update, or modify this Agreement, by providing notice to You. Any such addition, change, update, or modification will be effective immediately upon such notice.

5.Force Majeure. Any failure of Tagwhat to perform or delay in the performance of Tagwhat’s obligations under this Agreement due to any cause or event not reasonably within Tagwhat’s control, including but not limited to casualty, labor disputes, failure of equipment or carriers or utilities, compliance with governmental authority or Act of God, shall not constitute a breach of this Agreement, and Tagwhat’s performance shall be excused during such period of delay.

[End of Agreement]