END-USER LICENSE AGREEMENT

This is a legal agreement between you and Fullpower® Technologies, Inc. (“Fullpower”) regarding your use of the MotionX™‑GPS software and all data or content that is accessed or utilized by the MotionX™‑GPS software (collectively the “Software”). By installing or using the Software, you agree to be bound by the terms of this End-User License Agreement (this “EULA”). If you do not agree to the terms of this EULA, you are not entitled to use the Software and must uninstall the Software from all of your devices.

License. Subject to the terms and conditions of this EULA, Fullpower grants you a non-exclusive, non-transferable, non-assignable license (without right of sublicense) to install and use one copy of the Software on your personal mobile device, and to maintain one backup copy of the Software on your personal computer, solely in machine executable object code form and solely for your personal use.

Restrictions. The Software and any related documentation are protected by United States copyright law and international treaty provisions. You may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software without the prior written consent of Fullpower. You may not assign this EULA or any of the rights or licenses granted under this EULA or rent, lease, or lend the Software to any person or entity. Any attempted sublicense, transfer, or assignment in violation of this EULA is void. You acknowledge that the Software contains proprietary trade secrets of Fullpower and its suppliers. You agree not to decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.

Ownership. The Software is licensed, and not sold, to you under this EULA. You have no ownership rights in the Software, Services or any related documentation. Fullpower and its suppliers retain all right, title, and interest in and to the Software and Services (including any changes, modifications, or corrections thereto) and any related documentation.

Suggestions. If you elect to provide or make available to Fullpower any suggestions, comments, ideas, improvements, or other feedback or materials related to any Fullpower product or otherwise (collectively, “Suggestions”), Fullpower will be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner. You will be entitled to no compensation or credit for, nor gain any right, title or interest in or to, any Fullpower product that incorporates or otherwise is based on your Suggestions, including without limitation any upgrades or changes to the Software or Services.

Uploads. The Software may provide functionality through which you are able to upload information (such as images, waypoints and tracks) about your use of the Software (collectively, “Uploads”) to Fullpower’s servers and to notify others about the availability of your Uploads, for example by sending an email or posting to a social networking site such as Facebook or Twitter (the “Upload Service”). If you use such functionality, you authorize Fullpower to retain your Uploads on its servers, to reproduce, publish and make your Uploads available to anyone you notify (whether directly or indirectly, such as via a social networking site) about the availability of your Uploads, and to disclose the user name you submitted with your Uploads. In addition, if you elect to share your Uploads with the MotionX community, you authorize Fullpower to retain your Uploads on its servers, to reproduce, publish and make your Uploads available to any third party, and to disclose the user name you submitted with your Uploads. In addition to the Upload Service, the Software may provide functionality through which you are able to receive other services from Fullpower (such other services and the Upload Service, collectively, the “Services”). Fullpower will have no obligation to provide any Services, may change the form and nature of any Services at any time with or without notice to you, will have no liability whatsoever to you or any third party for any failure of the Software or Services to transmit your Uploads to or from Fullpower’s servers, may cease providing any Services at any time with or without notice to you, and will have no obligation to retain your Uploads (or any other materials you may provide to Fullpower) on its servers or return your Uploads (or any other materials you may provide to Fullpower) to you before deleting them from its servers.

Storage. The Software may provide functionality through which you are able to store information (such as images) on the device on which you are using the Software. Fullpower will have no liability whatsoever to you or any third party for any failure of the Software to store any such information on such device.

Personal Information. By using the Software, you agree to the collection, retention and processing of your personal data (including the location of your mobile device) by Fullpower and its suppliers and to the storage and processing of such personal information on computers located both inside and outside of the country in which you reside. Even though Fullpower has taken steps intended to protect your personal information from being intercepted, accessed, used, or disclosed by unauthorized persons, Fullpower cannot fully eliminate security risks associated with your personal information and cannot guarantee that its systems will not be breached. See Fullpower’s Privacy Policy at http://www.motionx.com/home/privacy-policy/ for additional information regarding Fullpower’s use of your personal information.

Disclaimer of Warranty. THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND SERVICES IS WITH YOU. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, FULLPOWER DOES NOT HAVE ANY LIABILITY FOR THE SERVICING AND/OR REPAIR OF YOUR DEVICE OR THE SOFTWARE. FULLPOWER AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE OR PURPOSE. FULLPOWER AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS IN ANY RESPECT, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE OR SERVICES OR NONCONFORMITY TO ITS OR THEIR DOCUMENTATION CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT AND CONSIDERATION TO FULLPOWER AND ITS SUPPLIERS TO GRANT THE LICENSE CONTAINED IN THIS EULA AND TO PROVIDE YOU WITH ACCESS TO THE SERVICES.

Use of MotionX-GPS is at the User's Own Risk. THE SOFTWARE AND SERVICES ARE NOT FAA CERTIFIED AND MUST NOT BE USED FOR PRIMARY NAVIGATION. THE SOFTWARE AND SERVICES MAY NOT BE USED FOR SAFETY OF LIFE APPLICATIONS, OR FOR ANY OTHER APPLICATION IN WHICH THE ACCURACY OR RELIABILITY OF THE SOFTWARE OR SERVICES COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. DO NOT ATTEMPT TO CONFIGURE THE SOFTWARE OR INPUT INFORMATION WHILE DRIVING. FAILURE TO PAY FULL ATTENTION TO THE OPERATION OF YOUR VEHICLE COULD RESULT IN DEATH, SERIOUS INJURY, OR PROPERTY DAMAGE. BY USING THE SOFTWARE, YOU ASSUME ALL RESPONSIBILITY AND RISK.

Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL FULLPOWER OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS EULA, YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, OR YOUR USE OF OR RELIANCE ON ANY DATA (INCLUDING GPS DATA) YOU MAY ACCESS IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR SERVICES, EVEN IF FULLPOWER OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Fullpower may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Fullpower’s liability shall be the minimum permitted under such applicable law.

Termination. This EULA is effective until it is terminated. You may terminate this EULA at any time by destroying all copies of the Software and related documentation in your possession or under your control. This EULA will automatically terminate if you violate any of the terms of this EULA. Upon termination of this EULA, all license rights granted to you shall immediately terminate. However, all other provisions of this EULA shall survive such termination.

Export Laws. You acknowledge that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin. You agree that you will not export or re-export the Software in any form in violation of the laws of the United States or any foreign jurisdiction. By installing or using the Software, you represent and warrant that you are not (a) a national or resident of any country to which the United States has embargoed goods, or (b) on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial and Prohibition Orders.

U.S. Government End Users. The Software and related documentation are “Commercial Items,” as that term is defined at 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Software and related documentation are being licensed to U.S. Government end users (a) only as “Commercial Items,” and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Miscellaneous. This EULA, including the Fullpower privacy policy incorporated by reference, is the entire agreement between you and Fullpower with respect to, and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with an earlier version of the Software) concerning, the subject matter of this EULA. In no event shall any additional or inconsistent term in any purchase order or similar document submitted by you modify the terms of this EULA. This EULA is governed by the laws of the State of California, USA, as such laws apply to contracts between California residents entered into and performed entirely in California (notwithstanding your place of residency). You agree that any dispute arising from or relating to this EULA shall be brought exclusively in a court of competent jurisdiction, federal or state, located within the State of California, County of San Francisco, and in no other jurisdiction, and you hereby consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. This EULA will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. If any provision of this EULA is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this EULA will remain in full force and effect. Failure by Fullpower to prosecute any right with respect to a default hereunder will not constitute a waiver by Fullpower of the right to enforce rights with respect to the same or any other breach.

Contact Us. You may contact us at Fullpower Technologies, Inc., 1200 Pacific Avenue, Suite 300, Santa Cruz, CA 95060, USA and visit http://www.motionx.com/faq/ for Software support issues.

End-User Terms Required by Apple. You acknowledge and agree that (i) this EULA is concluded between you and Fullpower, and not Apple, Inc. (“Apple”); (ii) Fullpower, and not Apple, is solely responsible for the Software; (iii) Apple has no responsibility whatsoever to furnish any maintenance and support services with respect to the Software; (iv) in the event of any failure of the Software to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the Software; (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software; (vi) Apple is not responsible for any claims that you have arising out of your use of the Software; (vii) Apple will have no responsibility whatsoever for the investigation, defense, settlement or discharge of any third-party claim that the Software infringes that third party’s intellectual property rights; and (viii) Apple and its subsidiaries are third party beneficiaries of this EULA and, upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

End-User Terms Required by Microsoft. Fullpower licenses content from Microsoft Corporation (“Microsoft”). During your use of the Software you may encounter and use the Microsoft content, to which the additional terms and conditions found at http://go.microsoft.com/fwlink/?LinkId=21969 will apply. All information collected by Microsoft in connection with your use of the Software (such as, but not limited to, your IP address, request, time of submission and the results returned to you) will be subject to the then-current Microsoft Online Privacy Statement, a current copy of which is available at http://privacy.microsoft.com/en-us/fullnotice.aspx.