QuickMark End User License Agreement. Entering into this Agreement: The End User License Agreement is a legal agreement between SimpleAct and you, as a user, for the use of the QuickMark Software. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the QuickMark Software. You hereby agree and acknowledge that this Agreement covers all Your use of QuickMark Software, whether it be from this installation or from any other terminals where QuickMark Software has been installed, by You or by third parties. Furthermore, by installing and continuing to use the QuickMark Software You agree to be bound by the terms of this Agreement and any new versions hereof. Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by QuickMark to show Your approval of any foregoing texts and/or to download and install the QuickMark Software, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the QuickMark Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. Jurisdiction’s Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the QuickMark Software. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet communication, You may not enter into this Agreement and You may not download, install or use the QuickMark Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the QuickMark Software is allowed. Definitions In this Agreement the following capitalized definitions are being used, singular as well as plural. 1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, SimpleAct. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity. 2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time. 3 Documentation: any online or otherwise enclosed documentation provided by SimpleAct. 4 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above. 5 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the QuickMark Software, the Documentation, the QuickMark Website or the QuickMark Promotional Materials. 6 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account; 7 SimpleAct: refers to the company established under the laws of Republic of China (Taiwan), SimpleAct incorporated, with its address at 105 Room 702, 7F., No.54, Sec. 4, Minsheng E. Rd., Songshan District, Taipei City, Taiwan (R.O.C.). 8 QuickMark API: application program interface consisting of the set of routines utilized by the QuickMark Software to provide the QuickMark Software functionality for a given platform or operating system, QuickMark API being included in or linked to the QuickMark Software. 9 QuickMark Online Material: the QuickMark banner available for download on the QuickMark Website, consisting of a QuickMark logo and a link to the QuickMark Website. 10 QuickMark Promotional Materials: any and all trademarks, names, signs, logos, banners, QuickMark Online Material and any other materials, in whatever form, owned and/or used by SimpleAct for the promotion of its company, its products and activities. 11 QuickMark Software: the software distributed by SimpleAct for internet communication applications, including without limitation the QuickMark API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof. 12 QuickMark Staff: the officers, directors, employees and agents of QuickMark or its Affiliates, or any other persons hired by QuickMark or its Affiliates. 13 QuickMark Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL www.quickmark.com.tw, – among other URL’s –, from which website the QuickMark Software can be downloaded. 14 Terms of Service: means the agreement between SimpleAct incorporated and You for the use of the mobile barcode service; 15 UI: the user interface of the QuickMark Software. 16 User Account: refers to the account with User ID and Password that You create for Your use of the QuickMark Software; 17 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account; 18 Barcode Service: means the services provided under the Terms of Service; 19 You: you, the end user of the Quickmark Software, also used in the form “Your” where applicable. License and Restrictions 1. License. Subject to the terms of this Agreement, SimpleAct hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the QuickMark Software on Your computer, phone or PDA for the sole purpose of personally using the internet communication applications provided by SimpleAct and any other applications that may be explicitly provided by SimpleAct. For the avoidance of doubt, You are allowed to use QuickMark Software at work, in accordance with the terms of this Agreement. 2. No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the QuickMark Software or any part thereof. 3. No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, reverse engineering, decompiling, disassembling or hacking of the QuickMark Software or any part thereof. 4. Third Parties. You acknowledge and agree that the QuickMark Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the QuickMark Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the QuickMark Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with SimpleAct or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to SimpleAct or its Affiliates to enforce any of your rights. 5. New Versions of the QuickMark Software. SimpleAct, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the QuickMark Software. You acknowledge and agree that SimpleAct has no obligation to make available to You any subsequent versions of the QuickMark Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the QuickMark Software. Furthermore, You acknowledge and agree that SimpleAct, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the QuickMark Software, and/or disable any QuickMark Software You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at SimpleAct’s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. SimpleAct will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the QuickMark Software and (2) by the suspension or termination of the license or this Agreement by SimpleAct and/or by You. 6. Paid Services. This Agreement applies to downloading, installing and using the QuickMark Software, free of charge. The use of any paid services which may be offered by SimpleAct or its Affiliates, is subject to the additional Terms of Service that are published on the QuickMark Website. Definitions to License Restrictions and Additional Terms 1. Distribution of QuickMark Software. You are not allowed to distribute the QuickMark Software under this Agreement. For the right to distribute You will have to agree to and meet with the Distribution Terms. 2. Distribution of QuickMark API. Under this Agreement You are not allowed to use the QuickMark API in connection with applications that You (or any third party) distribute or intend to distribute. If you wish to distribute Your application, which uses QuickMark API, You will have to agree to and meet with the API Terms of Use. 3. Automatic Updates. The QuickMark Software may communicate with SimpleAct's servers to check for available updates to the software, including bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). During this process, the Client sends SimpleAct a request for the latest version information. By installing QuickMark Software, you hereby agree to automatically request and receive Updates from SimpleAct's servers. 4. Use of QuickMark API. You may make use of the QuickMark API, subject to license terms in Clause 2.1 and for the sole purpose of enabling Your application to connect with the QuickMark Software, provided that: 1. All such use of QuickMark API is carried out for legitimate purposes and shall in no way and to no extent adversely affect the functionality or performance of the QuickMark Software or services provided by SimpleAct; 2. You will not remove, overtake, hide or otherwise make the UI inaccessible for end users; 3. You will monitor the QuickMark Website in order to ensure that You are aware of any changes in the applicable legal documents. In the event You cannot agree on any changes in any applicable legal document, You will immediately cease any and all use of the QuickMark API and, where applicable, any and all use of the QuickMark Software; and 4. You acknowledge and agree that Your use of the QuickMark API will be at Your own risk and account. 5. Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms or the QuickMark API Terms of Use, You will have to obtain SimpleAct’s previous written consent and explicitly agree upon any further (commercial) terms. 6. SimpleAct Promotional Materials. Nothing in this Agreement will give You any right to use the SimpleAct Promotional Materials. Utilization of Your computer 1. Utilization of Your computer. You hereby acknowledge that the QuickMark Software may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between QuickMark Software users. 2. Protection of Your computer (resources). You understand that the QuickMark Software will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that SimpleAct cannot give any warranties in this respect. Confidentiality and Privacy 1. SimpleAct’s Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding SimpleAct, its Affiliates, the SimpleAct Staff, the QuickMark Software and the IP Rights. 2. Your Confidential Information and Your Privacy. SimpleAct is committed to respecting Your privacy and the confidentiality of Your personal data. We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent and we use Your information only as described in the Privacy Policy. We store and process Your information on computers that may be located outside Your country that are protected by physical as well as technological security devices. You can access and modify the information You provide in accordance with the Privacy Policy. If You object to Your information being transferred or used in this way please do not use our services. IP Rights 1. Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the QuickMark Software are and shall remain the exclusive property of SimpleAct and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the QuickMark Software, but may be accessed through use of the QuickMark Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. 2. With the exception of IP Rights of SimpleAct and/or its licensors in QuickMark Software (including the QuickMark API), You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the QuickMark API. You hereby release and covenant not to hold liable SimpleAct or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the QuickMark API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the QuickMark API. As between You and SimpleAct, SimpleAct and its licensors retain the IP Rights in and to the QuickMark Software (including the QuickMark API) and any derivative works thereto created by or for SimpleAct or its licensors. 3. No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or SimpleAct’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials. Term and (Consequences of) Termination 1. Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either SimpleAct or You as set forth below. 2. Termination by SimpleAct. Without limiting other remedies, SimpleAct may limit, suspend, or terminate this license and Your use of QuickMark Software, prohibit access to QuickMark Website, with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. 3. Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below. 4. Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the QuickMark Software shall terminate, and (b) will cease any and all use of the QuickMark Software, and (c) will remove the QuickMark Software from all hard drives, networks and other storage media and destroy all copies of the QuickMark Software in Your possession or under Your control. 5. No liability. SimpleAct will not be liable in respect to any damage caused by the termination of this Agreement. Your Representations and Warranties; Indemnification of SimpleAct 1. Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the QuickMark Software. 2. Indemnification. You agree to indemnify, defend and hold SimpleAct, Affiliates and the SimpleAct Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the QuickMark Software, or (d) use and/or modification of the QuickMark API or (e) communication spread by means of the QuickMark Software. 3. Export Restrictions. You acknowledge that the QuickMark Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the QuickMark Software as well as end-user, end-use and destination restrictions issued by national governments.  Disclaimer of Warranties 1. No warranties. THE QuickMark Software IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; SimpleAct DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE QuickMark Software, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. SimpleAct FURTHER DOES NOT REPRESENT OR WARRANT THAT THE QuickMark Software WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SimpleAct WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE QuickMark Software. 2. Specific Disclaimer of Liability for Emergency Services. SimpleAct does not provide Emergency Services in conjunction with the QuickMark Software. Neither SimpleAct nor its officers or employees may be held liable for any claim, damage, or loss, and You hereby waive any and all such claims or causes of action, arising from or relating to the use of QuickMark Software to contact Emergency Services personnel. You shall defend, indemnify, and hold harmless SimpleAct, SimpleAct Staff and Affiliates and agents and any other service provider who furnishes services to You in connection with the QuickMark Software, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys’ fees) by, or on behalf of, You relating to the absence, failure or outage of the QuickMark Software provided hereunder, including specifically any claims arising out of the failure of SimpleAct to offer Emergency Services. 3. Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the QuickMark Software remains with You, to the maximum extent permitted by law. 4. Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation. Limitation of Liability 1. No Liability. The QuickMark Software is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT SimpleAct, ITS AFFILIATES, ITS LICENSORS AND THE SimpleAct STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE QuickMark Software, AS SET FORTH BELOW. 2. Limitation of Liability. IN NO EVENT SHALL SimpleAct, ITS AFFILIATES, ITS LICENSORS OR THE SimpleAct STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE QuickMark Software, EVEN IF SimpleAct, ITS AFFILIATES OR THE SimpleAct STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 3. Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE QuickMark Software IS TO DEINSTALL AND CEASE USE OF SUCH QuickMark Software. 4. Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation. General Provisions 1. New versions of the Agreement. SimpleAct reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the QuickMark Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the QuickMark Software after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.quickmark.com.tw/legal/eula. SimpleAct reserves the right to make changes to this Agreement from time to time. 2. Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and SimpleAct with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. 3. Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. 4. No waiver. The failure of SimpleAct at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by SimpleAct. 5. No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder. 6. Assignment by SimpleAct. SimpleAct is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice. 7. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of Taiwan without giving effect to any conflict of laws or provisions whether contained in Taiwan law or the laws of your current state or country of residence. 8. Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the district of Taipei Taiwan. 9. Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE QUICKMARK SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO SimpleAct THE RIGHTS SET FORTH HEREIN.