Mirabel Systems reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion. You may access this agreement at http://www.imobilemail.com, where a new one will be posted if the Agreement is changed. Any changes or modifications will become effective upon posting, and your continued use of the Software and the Service after the posting of such changes will constitute your receipt and binding acceptance of the Agreement as revised.

1. License Grant

Subject to the terms and conditions of this Agreement, Viamatrix hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable license to install and use one copy of the Software for your own personal use on any single mobile device from which you wish to access and use the Service. Your license will end on the date your applicable Subscription ends. Your license will also end if Mirabel Systems chooses, at its sole discretion, modify the Service in such a way that no longer supports the Software.

2. Restrictions

You may access the Service only through the Software. You agree to abide by all laws and regulations in effect regarding your use of the Software and the Service.

You may not (a) reproduce, distribute, sublicense, sell, rent, lease, or otherwise make the Software available to any third parties; (b) incorporate the Software or any portion of it into another product; (c) modify, alter, convert, adapt, or create derivative works from the Software in any way or remove copyright notices in the Software; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; and (e) authorize or assist any third party to conduct activities as prohibited by (a) to (d) of this section. The restrictions contained herein apply to any updates, corrections, or modifications that may be provided to you by Mirabel Systems.

3. Ownership

The Software is licensed, not sold, to you. Viamatrix and its licensors retain exclusive ownership of all proprietary rights, including without limitation all patent, copyright, trade secret, trademark and other intellectual property rights worldwide, in and to the Software and the Service and any updates, corrections, or modifications that may be provided to you by Viamatrix. All rights in the Software and the Service not expressly granted are hereby reserved.

4. Intellectual Property Rights

iMobileMail, Mobile Email for ALL, and the iMobileMail logo are trademarks and/or service marks of Viamatrix in the United States and in other countries. You agree not to use Viamatrix's trademarks and/or service marks (a) in any manner that may cause confusion, (b) in or as a part of your own trademarks or service marks, or (c) in any manner that discredits or disparages Viamatrix. You must obtain prior written authorization from Viamatrix before you use Viamatrix's trademarks and/or service marks in any way.

All intellectual property rights in the Software and the Service, including without limitation all logos, trademarks, service marks, computer code incorporated into the Software or Service are owned by Viamatrix and/or its licensors and are protected by U.S. and international copyright laws and treaties. Any violation of the terms set forth in the Agreement is prohibited by law and may result in criminal and/or civil penalties.

5. Use of the Service

5.1 Registration Key and Subscription Confirmation Number

Your copy of the Software contains a unique registration key which you will need when subscribing to the Service. You will be issued a subscription confirmation number after you complete your subscription successfully on the web site. Subscription confirmation number, along with your registration key, is required when you need to activate or cancel your subscription. You are solely responsible for maintaining the confidentiality of the subscription confirmation number, and are fully responsible for all activities that occur under your registration key and subscription confirmation number.

5.2 Automatic Renewal and Billing

You acknowledge and agree that when your subscription period ends, Mirabel Systems or its authorized payment processing agent/company will automatically charge your account for the then current amount for the same subscription period and level unless you have canceled your subscription following the Cancellation procedure.

5.3 Cancellation

You may cancel your subscription at any time to avoid future charges on your account by completing the cancellation form on the web site. Your cancellation will go into effect on your next billing date when your subscription ends.

5.4 Activation

You may install and use one copy of the Software for your own personal use on any single mobile device from which you wish to access and use the Service. If you wish to use the Software to access and use the Service from another device, you acknowledge and agree that you must first complete the activation form on the web site.

5.5 No Refund

You acknowledge and agree that Cancellation is to stop the automatic renewal and billing of your account and is not a means for you to receive refund. You will use the free trial period to determine if the Software and the Service work for you. You understand and agree that Mirabel Systems does not offer any refund under any circumstances and there is no exception.

5.6 Changes to the Service

You acknowledge and agree that Mirabel Systems may discontinue or change any or all features of the Service at any time and without notice.

5.7 Access Costs

You agree that you must provide at your own cost the mobile device that you will need to use the Software and the Service. You further agree that your wireless carrier may charge fees for data plan which is required to access the Service and you are solely responsible for any costs you may incur to access the Service through any wireless device and service.

5.8 Privacy Policy

Mirabel Systems respects your right to privacy and believes strongly in protecting user privacy. To learn about Viamatrix's information collection and use practices and policies for the Service, please refer to the Privacy Policy.

5.9 Prohibited Activities

You agree not to use the Software and the Service to: (a) violate, in any way, any applicable laws, rules, or regulations of any competent government authority; (b) send unsolicited or unauthorized email or "spam." Violators of any of the terms above will result in immediate suspension or termination of service subscription and, where appropriate, Mirabel Systems may either institute legal action, or cooperate with law enforcement authorities in bringing legal proceedings, against such violators.

6. NO WARRANTIES

THE SOFTWARE AND THE SERVICE ARE PROVIDED BY VIAMATRIX AS IS. MIRABEL SYSTEMS, ITS SERVICE PROVIDERS AND EMPLOYEES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SOFTWARE OR THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF ACCURACY OF INFORMATION OR DESCRIPTION, QUALITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT VIAMATRIX, ITS SERVICE PROVIDERS AND EMPLOYEES DO NOT WARRANT OR REPRESENT THAT THE SOFTWARE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE SECURE, WITHOUT INTERRUPTION, OR ERROR-FREE, THAT ANY EMAIL CONTENT OR INFORMATION OBTAINED THROUGH YOUR USE OF THE SOFTWARE AND THE SERVICE WILL BE TIMELY, ACCURATE, COMPLETE, OR ERROR-FREE, THAT THE SOFTWARE AND THE SERVICE WILL BE FREE FROM ANY VIRUS OR OTHER ILLICIT CODE. YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME ANY AND ALL RESPONSIBILITY AND RISK ASSOCIATED WITH YOUR USE OF THE SOFTWARE AND THE SERVICE.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL VIAMATRIX, ITS SERVICE PROVIDERS OR EMPLOYEES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE USE OR INABILITY TO USE OF THE SOFTWARE OR SERVICE INCLUDING WITHOUT LIMITATION ANY ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OTHER DAMAGES OR FOR LOSS OF REVENUE, PROFITS, BUSINESS OPPORTUNITIES, INFORMATION OR DATA.

8. Indemnification.

You agree to defend, indemnify and hold harmless Viamatrix and its agents, employees, officers, directors, and shareholders from and against damages or costs, including reasonable attorney’s fees, resulting from any claim, action, proceeding, suit or demanding arising out of or related to your violation of this Agreement.

9. Termination

You agree that Viamatrix may terminate this Agreement and your use of the Software and the Service at any time with or without reason. Further, you acknowledge and agree that any termination of your access to the Service may be effected without prior notice, and upon termination, Mirabel Systems may immediately delete data in association with your subscription and/or deny any further access to such data. You may terminate this Agreement at any time simply by stopping using the Software and the Service or by cancellation of your subscription to the Service. The provisions contained herein shall survive termination of this Agreement.

10. Survival

The provisions of this Agreement that by their nature continue in effect shall survive the ermination of this Agreement. Without limiting the generality of the foregoing, the provisions contained in Sections 1, 2, 3, 4, 5, 6, 7, 8, 11, 12 and 13 shall survive the termination of this Agreement for any reason.

11. Governing Law and Jurisdiction

This Agreement will be governed by the laws of the State of California without reference to conflict of laws provisions. The parties consent to the exclusive jurisdiction of the courts in San Bernardino County, California and expressly waive any objection or defense based on lack of jurisdiction or venue for claims in all disputes arising out of or relating to the Software or the Service. The parties further agree that this Agreement will not be governed by Uniform Computer Information Transaction Act (or any statutory implementation of it) or the United Nations Convention on the International Sale of Goods.

12. Export Regulations

You agree and acknowledge that the Software may contain cryptographic functionality the export of which is restricted under U.S. export control law. Your further agree that the Software will not be sold or exported by you to any country if: (1) the export of the Software to such country is prohibited by the laws of the United States, including without limitation the Export Regulations of the Department of Commerce and the International Traffic in Arms Regulations of the Department of State; (2) the import of the Software into such country is prohibited by the laws of such country; or (3) proper authorization for the lawful importation or exportation of the Software has not been obtained.

13. Government End Users

The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2)and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.

14. Headings

The Section paragraph and subparagraph headings are for convenience of reference only and shall not define or limit the provisions hereof.

15. Severability

If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable for any reason whatsoever, the invalidity or unenforceability of
such provision shall not affect the other provisions in this Agreement, which shall remain in full force and effect.

16. No Assignment

This Agreement is personal to you, and you may not transfer, assign or delegate this Agreement to any other person or entity without the written permission of Viamatrix.

17. Entire Agreement

This Agreement constitutes the entire and only agreement between the parties hereto and supersedes all previous understandings, commitments and agreements whether oral or written relating to the subject matter hereof.