Welcome to Mold Inspection Solutions, Inc.

This Agreement is a legal agreement between you (either an individual or an entity) and Mold Inspection Solutions, Inc. (the “Company”) with respect to the Moldware Products and Services identified above. Upon your purchase of the Moldware Products and Services, you will be provided a Company ID. When prompted to do so on the Company’s website, you will be required to enter this Company ID and a unique username (assigned to you by your organization’s administrator) in order to access the Moldware Products and Services. Each person in your company or organization that will have access to Moldware Products and Services (each, a “User”) must have his or her own username. Usernames are not transferable.

Upon your purchase of the Moldware Products and Services, you will be requested to select the number of Users that you wish to have access to the Moldware Products and Services. You may also add Users at any time after your initial purchase. The fees for the Moldware Products and Services are calculated as follows:

◊ $300 Annual subscription fee for each additional User (Includes 500 MB storage) (“Subscription Fee")

◊ Additional storage may be purchased at any time in 1GB increments at the Company’s then- current rates.

This is a ONE (1) year Agreement, subject to early termination under certain circumstances. Please see Section 10 below.

The Moldware Products and Services include incremental software maintenance releases, storage purchased by your company, application hosting, support and access to content as described in this Agreement. You may only receive such products and services if you are a subscriber in good standing (including, without limitation, current on all Subscription Fees) with a valid, authorized credit card on file with the Company. Upgrades, enhancements and additional features are specifically exclude from your subscription, but may be offered to subscribers for an additional fee or, in the Company’s discretion, no fee at all.

Any third party Moldware Products and Services, including any third party's plug-in, that may be provided with the Moldware Products and Services is included for use at your option. If you choose to use such third party Moldware Products and Services, then such use shall be governed by such third party's license agreement. The Company is not responsible for any third party's Moldware Products and Services and shall have no liability for your use of any such third party Moldware Products and Services.

Personal information you provide to the Company is governed by the Company’s privacy policy at http://www.moldware-software.com/privacy.html.

You agree that your use of the Moldware Products and Services serves to acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

As part of the Moldware Products and Services, the Company will provide you with certain services, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Moldware Products and Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the Company website incorporated by reference herein, including but not limited to the Company's privacy and security policies.

BY CLICKING ON THE "ACCEPT" BUTTON OR OTHERWISE ACCESSING THE MOLDWARE PRODUCTS AND SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT ACCESS THE MOLDWARE PRODUCTS AND SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "CANCEL" BUTTON AND MAY NOT USE THE MOLDWARE PRODUCTS AND SERVICES.

1. GRANT OF LICENSE. The Company hereby grants to you a non-exclusive, non-transferable license to use the Moldware Products and Services, subject to the following terms:

1.1 Each individual in your company or organization must have his or her own username in order to access the Moldware Products and Service and you must have paid to the Company the appropriate Set Up fee and Subscription Fees for each User.

1.2 The Company may modify this Agreement upon 30 days’ written notice to you, which modifications then will be binding on you unless you terminate this Agreement prior to the end of this 14-day period.

2.1. You may not: (i) permit other individuals to use the Moldware Products and Services except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Moldware Products and Services; (iii) copy the Moldware Products and Services (except for back-up or archival purposes); (iv) rent, lease, transfer, or otherwise transfer rights to the Moldware Products and Services; (v) remove any proprietary notices or labels on the Moldware Products and Services; (vi) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Moldware Products and Services or the Content in any way; (vii) modify or make derivative works based upon Moldware Products and Services or the Content; (viii) create Internet "links" to Moldware Products and Services or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (vii) reverse engineer or access Moldware Products and Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of Moldware Products and Services, or (c) copy any ideas, features, functions or graphics of Moldware Products and Services. Any such prohibited use shall immediately terminate your license to the Moldware Products and Services.

2.2 You agree that you shall only use the Moldware Products and Services in a manner that complies with all applicable laws in the jurisdictions in which you use the Moldware Products and Services, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

2.3 You may only use the Moldware Products and Services for your own company’s or organization’s internal management, operational and administrative purposes. You may not sell, transfer or otherwise provide access to the Moldware Products and Services to any person or entity (other than authorized Users in your company or organization) for commercial or other purposes.

2.4 You may not use the Moldware Products and Services in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

2.5 User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use Moldware Products and Services.

2.6 You may use Moldware Products and Services only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of Moldware Products and Services or the data contained therein; or (v) attempt to gain unauthorized access to Moldware Products and Services or its related systems or networks.

2.7 You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of Moldware Products and Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify the Company immediately of any unauthorized use of any username or account or any other known or suspected breach of security; (ii) report to the Company immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another the Company user or provide false identity information to gain access to or use Moldware Products and Services.

2.8 The Company does not own any data, information or material that you submit to Moldware Products and Services in the course of using Moldware Products and Services ("Customer Data"). You, not the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and the Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement expires or is terminated (other than by reason of your breach), the Company will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of expiration or termination. After said 45-day period, the Company may, in its discretion, destroy all of your Customer Data. The Company reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and, notwithstanding any other provision in this Agreement, the Company shall have no obligation to maintain or forward any Customer Data.

2.9 During use of Moldware Products and Services, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through Moldware Products and Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. The Company does not endorse any sites on the Internet that are linked through Moldware Products and Services. The Company provides these links to you only as a matter of convenience, and in no event shall the Company or its licensors be responsible for any content, products, or other materials on or available from such sites. The Company provides Moldware Products and Services to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

2.10 The Company reserves the right to alter the look, feel and functionality of the Moldware Products and Services at any time in its sole and absolute discretion.

2.11 From time-to-time, the Company will perform routine maintenance that may involve your inability to access the Moldware Products and Services for a limited period of time. Any such routine maintenance shall be performed by the Company after 6:00pm (PST or PDT, as applicable) if on a regular business day and/or at any time on Sundays. Your access to the Moldware Products and Services also could be limited or interrupted by emergencies beyond the Company’s control and/or subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications. The Company shall not be responsible for any damages or other consequences resulting from any such limitations, interruptions, delays or other problems.

2.12 All rights not expressly granted to you herein are reserved by the Company.

From time-to-time, the Company may elect to update or upgrade the Moldware Products and Services and offer such updates or upgrades to you. This license does not grant you any right to any update or upgrade.

The Moldware Products and Services consists of interactive Internet applications that perform a variety of communications over the Internet as part of their normal operation. A number of communications features are automatic and are enabled by default. By using the Moldware Products and Services, you consent to the Moldware Products and Services’ communications features. Once you log into you’re account with the Company, user information including your Company ID, usernames and all other information that you enter while accessing Moldware Products and Services will be sent in communications with the Company's servers. This information is used to access your account, content, services, features, and other personalized services. The Company may match the user id to personally identifiable information in order to provide you with products, services, and Moldware Products and Services that you're entitled to and to provide you with relevant information. You are responsible for any telecommunications or other connectivity charges incurred through use of the Moldware Products and Services.

Title, ownership, rights, and intellectual property rights in and to the Moldware Products and Services and Documentation shall remain in the Company and/or its suppliers and vendors. The Moldware Products and Services are protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Moldware Products and Services (“Content”) including the content contained in the Moldware Products and Services media demonstration files, shall be retained by the applicable Content owner and may be protected by applicable copyright or other law. This license gives you no rights to such Content.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to Moldware Products and Services and that your billing information is correct.

7.1 You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You are responsible for paying for all User licenses ordered for the entire Term, whether or not such User licenses are actively used. You must provide the Company with valid credit card or approved purchase order information as a condition to signing up for Moldware Products and Services. You may add licenses by executing an additional written Order Form or using the OnlineOrderCenter. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting Term (either the Term or any renewal Term); (ii) the Subscription Fee for the added licenses will be the then current, generally applicable Subscription Fee; and (iii) licenses added at any time during a billing month will be charged in full for that billing month. The Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days’ prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

7.2 The maximum disk storage space provided to you at no additional charge is (i) 500 MB per User. If the amount of disk storage required exceeds this limit, you will be charged the then-current storage fees. The Company will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by the Company to so notify you shall not affect your responsibility for such additional storage charges. The Company reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

7.3 The Company charges and collects in advance for use of Moldware Products and Services. The Company will automatically renew and bill your credit card or issue an invoice to you annually, on the anniversary date of your original subscription or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total Users times the Subscription Fee in effect during the prior term, unless the Company has given you at least 30 days’ prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. The Company's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on the Company 's income.

7.4 You agree to provide the Company with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, the Company reserves the right to terminate your access to Moldware Products and Services in addition to any other legal remedies.

7.5 If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

7.6 In addition to any other rights granted to the Company herein, the Company reserves the right to suspend or terminate this Agreement and your access to Moldware Products and Services if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or the Company initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that the Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

If, after the expiration or termination of the Agreement (for whatever reason) you wish to have access to Moldware Products and Services, you will be required to pay a new Set Up fee and applicable Subscription Fees.

8.1 Limited Warranty. The Company warrants that for a period of 90 days from the date of acquisition the Moldware Products and Services, if operated as directed, will substantially achieve the functionality described in the Feature List at the end of this Agreement. The Company does not warrant, however, that your use of the Moldware Products and Services will be uninterrupted or that the operation of he Moldware Products and Services will be error-free or secure.

8.2 No Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE MOLDWARE PRODUCTS AND SERVICES AND ANY ACCOMPANYING DOCUMENTATION OR WRITTEN MATERIALS. If any modifications are made to the Moldware Products and Services by you during the warranty period; if any media supplied is subjected to accident abuse or improper use; or if you violate the terms of this Agreement, this warranty shall immediately terminate. This warranty shall not apply if the Moldware Products and Services is used in a manner other than the manner in which it was designed to be used as described in any accompanying documentation or written materials (the “Documentation”). THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

8.3 Customer Remedies. The Company‘s sole liability for a breach of this warranty shall be, in the Company‘s sole discretion: (i) to replace any defective media (if applicable); or (ii) to advise you how to achieve substantially the same functionality with the Moldware Products and Services as described in the Documentation through a procedure different from that set forth in the Documentation; or (iii) if the above remedies are impracticable, to refund the License Fee, if any, you paid for the Moldware Products and Services. Repaired, corrected or replaced Moldware Products and Services shall be covered by this limited warranty for the period remaining under the warranty that covered the original Moldware Products and Services or, if longer, for 30 days after the date the Company either shipped to you the repaired or replaced Moldware Products and Services or advised you as to how to operate the Moldware Products and Services so as to achieve the functionality described in the Documentation, whichever is applicable. Only if you inform the Company of the problem with the Moldware Products and Services during the applicable warranty period and provide evidence of the date you acquired the Moldware Products and Services will the Company be obligated to honor this warranty.

8.4 LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL THE COMPANY OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF THE COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY. FURTHER, IN NO EVENT SHALL THE COMPANY'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO THE COMPANY FOR THE MOLDWARE PRODUCTS AND SERVICES. THE COMPANY'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

The Moldware Products and Services are intended for use only with properly licensed media, content, and other tools. It is your responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses to serve and/or create, compress or download such media and content. You agree to hold harmless, indemnify and defend the Company, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that (i) you have viewed, downloaded, encoded, compressed, copied or transmitted any materials (other than materials provided by the Company) in connection with the Moldware Products and Services in violation of another party's rights or in violation of any law; (ii) you have violated any terms of this Agreement; (iii) your use of the Customer Data infringes the rights of, or has caused harm to, a third party; or (iv) there has occurred a breach by you or your Users of this Agreement. If you are importing the Moldware Products and Services from the United States, you shall indemnify and hold the Company harmless from and against any import and export duties or other claims arising from such importation.

The term of this Agreement is ONE (1) YEAR, commencing as of the date you purchase the Moldware Products and Services. However, notwithstanding the immediately preceding sentence, this Agreement shall terminate automatically in the event that you fail to pay any portion of your Set Up Fee and/or any Subscription Fee due hereunder, upon notification from the Company. In addition, this Agreement will automatically terminate if you fail to comply with any term hereof. You may also terminate this Agreement at any time by notifying the Company in writing of termination; provided, however, that you shall not be entitled to any refund from the Company upon any early termination by you. Upon any termination of this Agreement, you shall immediately discontinue use of the Moldware Products and Services and shall within 3 days return to the Company, or certify destruction of, all full or partial copies of any Moldware Products and Services, Documentation and related materials provided by the Company and in your possession or under your control. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.

This Agreement is personal to you, and may not be assigned without the Company's express written consent. In the event that you are an entity that merges with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If the Company does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, the Company may terminate this Agreement on 30 days' written notice. Both parties shall perform under this Agreement until such termination is effective.

Technical support for the Moldware Products and Services, as made available by the Company, is described at the Company's website: http://www.moldware-software.com.

13.1 Arbitration & Jurisdiction. You and the Company agree that the exclusive remedy for all disputes and claims relating in any way to, or arising out of, this Agreement, the Moldware Products and Services, or your use of the Moldware Products and Services shall be final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”). The arbitration shall take place in the State of California, County of Los Angeles. To the fullest extent permitted by law: no arbitration under this Agreement shall be joined to any other arbitration, including any arbitration involving any other current or former licensee of the Company; no class arbitration proceedings shall be permitted; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and the Company); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and the Company). Your arbitration fees and your share of arbitrator compensation will be limited to those set forth in the AAA's Consumer Rules with the remainder paid by the Company. If such costs are determined to be excessive, the Company will pay all arbitration fees and arbitrator compensation.

You and the Company may litigate in court only to compel arbitration under this Agreement, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrator(s). You and the Company hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of California, County of Los Angeles, to enforce the provisions of this Section 11 and to resolve any disputes and claims cognizable in court relating in any way, or arising out of, this Agreement, the Moldware Products and Services or your use of the Moldware Products and Services. The court, not the arbitrator, shall determine arbitrability and enforce the arbitration agreements contained herein, including the prohibition on consolidated arbitrations and class arbitration. This Agreement and all disputes and claims relating in any way to, or arising out of, this Agreement, the Moldware Products and Services or your use of the Moldware Products and Services or Services shall be governed by the laws of the State of California, without regard to conflict of law provisions.

13.2 Complete Agreement. This Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by the Company or not. The acceptance of any purchase order is you place is expressly made conditional on your consent to the terms set forth herein. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of The Company. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.