Terms of Use This License Agreement (the “Agreement”) is entered into effective as of the 1st day of March, 2007 (the “Effective Date”) by and between Pymatuning Communications, LLC (“Licensor”), a Delaware limited liability company, and the end user or (“Licensee”). . Licencor has created and developed computer software which may measure the performance of, unlock subsidy lock, reconfigure, and provision a wireless device (“Device”) with the parameters for operation on the system of a wireless carrier regardless of the current state of the Device; specifically, a Device that is configured for service on another wireless carrier may be able to be re-provisioned and the existing configuration removed from the Device (collectively, the “Licensed Services”). Licensor has created, developed, and owns all right, title and interest to certain computer source code for accomplishing same known as the Houdini System™ Source Code (the “System”). Licensee, which is in the business of providing telecommunications products and services to the retail public and to other telecommunications product and services dealers (collectively, “Customers”), desires to obtain a license to use the System to provide the Licensed Services. Licensor is willing to grant Licensee a license to use the System under the terms and conditions of this Agreement. Recitals Terms and Conditions FOR AND IN CONSIDERATION of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows: 1. LICENSE GRANT; TERM. Licensor hereby grants to Licensee, for a term ending upon the transmittal of written notice of termination by one party hereto to the other, a non-exclusive, non-transferable, non-assignable, non-sublicensable limited license to (1) access, perform, display and use the System residing on a server owned or controlled by Licensor to provide the Licensed Services to Customers; and (2) prepare and use derivative works of the System, subject to the terms of this Agreement, and provided that Licensee shall assign all right, title and interest in and to any such derivative works to Licensor upon their expression in a tangible medium. Notwithstanding any provision herein to the contrary, Licensor may terminate this Agreement and all licenses and rights granted to Licensee hereunder upon written notice to Licensee at any time and for any reason. Licensee understands and agrees that Licensor is the sole owner of all right, title, and interest in and to the System, including but not limited to the copyright in and to the System, and that this Agreement does not transfer to Licensee any ownership interest in the System other than as expressly set forth herein. Licensee further understands and acknowledges that the System is protected by copyright laws and other intellectual property laws and international treaties. Licensor retains all rights not expressly granted herein, including without limitation all of those rights set forth in 17 U.S.C. §106. All rights not expressly granted to Licensee hereunder are reserved to Licensor. The System and all documentation relating thereto and all copies thereof are licensed, not sold, to Licensee. Notwithstanding anything to the contrary contained herein, all changes, modifications and enhancements or derivative works made to the System by Licensee hereunder shall be owned by Licensor, including all intellectual property rights therein. This Agreement shall not entitle the Licensee to any future versions, revisions or future features of the System. 2. RESTRICTIONS. Licensee understands and agrees that Licensee may not and shall not: (a) make copies of the System or any derivatives thereof; (b) transmit, reproduce or distribute the System or copies of the System, or any derivatives thereof, to any other person in any fashion whatsoever; (c) perform the System or any derivatives thereof publicly except for Customers; (d) display the System or any derivatives thereof publicly, or make use of the Internet or an Intranet to provide access to the System through any local or wide area networks, timesharing services, multiple site arrangements or other forums which permit multiple simultaneous access or distribution other than provided by this Agreement; (e) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the System, nor do any things that may obscure or remove any proprietary marks of Licensor that are contained in or upon the System; (f) encumber any rights or title in and to the System or any derivatives or any copies thereof, or otherwise attempt to transfer or assign any rights or title therein to any person other than Licensor; (g) take any action intended to impair performance of any benchmark handset or otherwise attempt to influence the “pass rate” of Devices which are RF-tested by the System by substituting, altering, or purposefully affecting the performance in any way of a predetermined benchmark handset; or (h) utilize the System with respect to any Device if Licensee has any basis for a reasonable belief that (i) the electronic serial number of the Device has been changed or altered in any manner, or (ii) the use of the System or provision of the Licensed Services on such Device will cause the owner thereof to violate the terms of any agreement governing the Device’s purchase or any agreement with any other entity, including without limitation, any wireless carrier, or (iii) the use of the System or provision of the Licensed Services will abet, promote or further any scheme whereby a third-party acquires at a subsidized price, for unauthorized, non-personal use, resale, or export at prices higher than the subsidized price, bulk quantities of Devices that are intended for use exclusively on the network of a particular wireless carrier. Licensee shall not use the System in a manner that will abet, promote or further tortious interference with the prospective business relations of any party, nor in a manner that is likely to cause confusion or mistake or to deceive as to the origin, sponsorship or approval of any Customer’s commercial activities. Licensee shall remove any word or logo marks or trademarks of any wireless carrier appearing on a Device prior to provisioning the Device with the parameters for operation on the system of a wireless carrier other than the owner of such marks. Provided, however, that through October 27, 2009, the foregoing restrictions are not intended to prohibit the otherwise lawful circumvention of technological measures that control access to computer programs in the form of firmware that enable wireless telephone handsets to connect to a wireless telephone communication network, to the extent that such circumvention is accomplished in a non-infringing, non-tortious and contractually permissible manner for the sole purpose of lawfully connecting to a wireless telephone communication network. Licensee further agrees that it will not use any automated means, including, without limitation, agents, robots, scripts or spiders, to access Licensee’s account with Licensor or to monitor or copy the System or any Licensor content except those automated means expressly made available by Licensor, if any, or authorized in advance and in writing by Licensor. Licensee agrees that it will not use any device, software or routine to interfere with the proper working of the System. Without limitation to the foregoing, Licensee further agrees that it will not take any action that imposes an unreasonable or disproportionately large load on Licensor’s infrastructure, as determined by Licensor. 3. PAYMENT OF TRANSACTION FEES BY LICENSEE. As consideration for the license granted herein to practice the System and the other obligations incurred by Licensor thereunder, Licensee shall pay to Licensor, in advance, transaction fees as set forth on Exhibit A attached hereto and made a part hereof for all purposes, which transaction fees shall be due and payable with respect to all Licensed Services sold, performed or provided for the Term hereof. Should Licensee continue to use the System after termination of this Agreement, then Licensee agrees to pay the transaction fees associated with use of the System for as long as used by Licensee at the then prevailing published rates. Transaction fees shall be payable solely by cash, cash equivalents, pre-approved credit card or prepaid, stored value card. If payment is by credit card, Licensee hereby authorizes Licensor to charge Licensee's credit card for each transaction based upon usage at the then published rates. No invoice or receipt will be provided to Licensee for this electronic authorization. If Licensee does not notify Licensor of any discrepancies within thirty (30) days after they first appear on any statement, Licensee will be considered to have accepted the amounts charged. Licensee releases Licensor from any and all liability and claims resulting from any error or discrepancy that is not reported to Licensor within that thirty (30) day notice period. Any unused funds on prepaid, stored value cards shall be forfeited and non-refundable under any circumstances. All federal, state and local taxes (other than those based upon Licensor’s net income) imposed on the System access licensed hereunder shall be paid by Licensee, provided that the transaction fees include Texas state and local sales taxes on the System access licensed hereunder to the extent performance same constitutes a taxable sale by Licensor. 4. DISCLAIMER OF WARRANTY. THE SYSTEM IS BEING DELIVERED TO YOU "AS IS" AND LICENSOR MAKES NO WARRANTY AS TO ITS USE, RELIABILITY OR PERFORMANCE. LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SYSTEM. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SYSTEM INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO DEVICES, LOSS OF DATA, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE SYSTEM AND ASSUMES ALL RISKS ASSOCIATED WITH ITS USE. LICENSEE UNDERSTANDS AND AGREES THAT DEVICES MAY BE RENDERED INOPERABLE OR OTHERWISE DAMAGED AS A RESULT OF LICENSEE’S USE OF THE SYSTEM. LICENSEE UNDERSTANDS AND AGREES THAT THE SYSTEM MAY CAUSE DATA LOSS AND/OR DAMAGE TO DEVICES. LICENSEE AGREES TO REPORT ALL DEFECTS OR BUGS IN THE SYSTEM TO LICENSOR IMMEDIATELY UPON THE DISCOVERY THEREOF. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SYSTEM WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SYSTEM WILL BE CORRECTED. LICENSEE ACKNOWLEDGES THAT THE SYSTEM MAY CEASE TO WORK IN THE FUTURE DUE TO MODIFICATIONS BY DEVICE MANUFACTURERS WHICH IMPAIR USE OF THE SYSTEM, AND LICENSOR IS NOT REQUIRED TO RECONFIGURE OR MODIFY THE SYSTEM TO OVERCOME OR ADDRESS SUCH IMPAIRMENTS. LICENSEE FURTHER UNDERSTANDS AND AGREES THAT THE SYSTEM DOES NOT WORK WITH RESPECT TO EVERY DEVICE AND MAY NOT WORK ON A DEVICE EVEN IF SUCH DEVICE IS LISTED IN LICENSOR’S DOCUMENTATION AS A COMPATIBLE DEVICE. HANDSET PERFORMANCE TESTING IS PERFORMED IN LIEU OF EXPENSIVE TEST EQUIPMENT, AND PERFORMANCE IS TESTED ON A RELATIVE OR COMPARATIVE BASIS RATHER THAN AN ABSOLUTE BASIS BY COMPARING RESULTS TO THAT OF A PREDETERMINED BENCHMARK HANDSET. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR A LICENSOR REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY MODIFY THE SCOPE OF THIS DISCLAIMER OF WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO LICENSEE. 5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SYSTEM OR THE INABILITY TO USE THE SYSTEM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, DAMAGE TO DEVICES ON WHICH LICENSED SERVICES ARE PERFORMED, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF LICENSOR OR A LICENSOR REPRESENTATIVE IS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING WITHOUT LIMITATION WILFULL MISCONDUCT OR GROSS NEGLIGENCE), OR OTHERWISE) UPON WHICH THE CLAIM MAY BE BASED. IN ANY EVENT, LICENSOR’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TRANSACTION FEES PAID TO LICENSOR BY LICENSEE IN PARAGRAPH 3 OF THIS AGREEMENT. LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF LICENSED SERVICES PROVIDED BY LICENSEE OR ANY THIRD PARTY. 6. INDEMNITY & TERMINATION. a. LICENSEE SHALL INDEMNIFY LICENSOR AGAINST ANY AND ALL CLAIMS, DAMAGES, AND LOSSES OF ANY KIND ARISING OUT OF OR CONCERNING ITS USE OF THE SYSTEM OR ANY DERIVATIVES THEREOF OR THE TERMS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE CLAIM BY ANY WIRELESS CARRIER THAT THE LICENSING OR USE OF THE SYSTEM VIOLATES ANY INTELLECTUAL PROPERTY RIGHT, OR CONSTITUTES TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONS, BREACH OF CONTRACT, UNJUST ENRICHMENT, TORTIOUS INTERFERENCE WITH PROSPECTIVE BUSINESS RELATIONS, OR UNFAIR COMPETITION. LICENSEE ACKNOWLEDGES THAT THERE IS PENDING LITIGATION BY CERTAIN WIRELESS CARRIERS REGARDING SERVICES SIMILAR TO THE LICENSED SERVICES, THAT LICENSEE ACCEPTS FULL LIABILITY FOR PERFORMING THE LICENSED SERVICES, AND THAT THIS INDEMNITY SHALL BE ENFORCEABLE AGAINST LICENSEE BY LICENSOR IN THE EVENT THAT LICENSOR IS MADE A PARTY TO ANY LITIGATION RELATING TO LICENSEE’S USE OF THE SYSTEM OR PROVISION OF THE LICENSED SERVICES. b. Should Licensee breach any provision of this Agreement, Licensor may terminate this Agreement immediately without prejudice to any other rights of Licensor. Upon termination of this Agreement, Licensee shall deliver to Licensor all copies of the System and any derivatives thereof in Licensee’s possession. 7. MODIFICATION, AMENDMENT, WAIVER. No modification, amendment, or waiver of any provisions of this Agreement shall be effective unless approved in a written document signed by both parties. The failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of either party thereafter to enforce each and every provision hereof in accordance with its terms. 8. NONTRANSFERABILITY. Licensee shall not assign or otherwise transfer this Agreement or any rights or obligations hereunder without prior express written permission from Licensor. 9. SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws in effect during the term hereof, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; the remaining provisions in this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision; and there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. 10. HEADINGS. The headings and arrangement of the paragraphs hereof are for convenience only and shall not be deemed to limit or in any way affect the scope, meaning, or intent of this Agreement or any portion hereof. 11. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the parties and cancels and supersedes all other agreements between the parties, which may have related to the subject matter contained in this Agreement. 12. GOVERNING LAW & VENUE. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and the exclusive venue for its enforcement shall be in Bexar County, State of Texas, to which exclusive jurisdiction both parties hereby submit. 13. HARDWARE. The System requires certain hardware, interface devices, cables and other third-party equipment (“Third-Party Equipment”) to operate. Licensee must obtain such Third-Party Equipment from persons or entities other than Licensor. Licensor does not warrant or represent that the System will work or be compatible with any particular Third-Party Equipment. Licensee acquires any necessary Third-Party Equipment at its own risk and at its own expense. 14. INDEPENDENT CONTRACTOR. Each party hereto is an independent contractor and is not an agent, employee or representative of the other party. 15. FORCE MAJEURE. Licensor shall not be liable for any delay or failure to perform its obligations due to any cause beyond its reasonable control, including, without limitation, lack of cooperation or assistance of Licensee, actions or omissions of third parties not within the control of Licensor, labor difficulties, fire, accident, act of the public enemy, war, public disturbances, sabotage, transportation delay, shortage of raw material, energy, or machinery, or act of God, government, or the judiciary. In WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives to be effective as of the Effective Date. By logging into the "Houdinisoft application" I agree to the terms and conditions in the above stated terms of use.X