SlideME Application End User Agreement

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING the SlideME APPLICATION Manager software ("SAM") and/or applications made available by SlideME ("APPLICATIONS") through the SlideME application marketplace (the "MARKETPLACE"). THIS AGREEMENT GOVERNS YOUR USE OF the sam and any application made available to you through the marketplace.

SlideME is willing to license the sam and applications to you only upon the condition that you accept all the terms contained in this Agreement. By downloading, displaying or USING the SAM and/or applications, you indicate that you have read and understand this Agreement and accept all of its terms without limitation. If you do not accept all the terms of this Agreement you will not be AUTHORIZED to download, display OR USe the SAM and/or applications.

1. License and Purchase

1. Grant. Subject to the terms of this Agreement, SlideME grants you a non-exclusive and non-transferable license to download and use the SAM, for purposes of (i) accessing and displaying SlideME's marketplace and catalog of Applications and (ii) downloading and managing Applications purchased through SlideME's marketplace. SlideME and its licensors reserve all rights in the SAM not expressly granted to you in this Agreement.
2. Purchase. Once you have downloaded the SAM, you will be able to use the SAM to access the catalog of Applications made available through the Marketplace. In the event that you wish to purchase an Application, you will be required to establish an account with SlideME and select a payment method and/or payment processor (such as PayPal). You may then purchase and download one (1) copy of the Application, solely for your own use on your Android-enabled device, and not for resale or redistribution. You acknowledge and agree that SlideME may debit your account for each Application that you purchase through the Marketplace. SlideME may implement a "digital locker" feature enabling you to re-download your purchased Applications at no additional fee, solely for use on the Android-enabled device onto which you originally downloaded the Application, in which event each copy downloaded from the digital locker will be subject to the restrictions specified in this Agreement. Your use of each Application will be subject to any additional terms and conditions that are included with the Application by the Application's developer at the time of purchase ("Developer-Specified Terms"). You acknowledge and agree that SlideME is not a party to and shall have no legal obligations or liability with respect to any Developer-Specified Terms or other agreements between you and the Developer, and that in the event of any conflict between Developer-Specified Terms and the terms of this Agreement, the terms of this Agreement will prevail.
3. Restrictions. You will not: (i) copy, modify or distribute the SAM or Applications for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute the SAM or Applications to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of the SAM or Applications; (iv) make the functionality of SAM or Applications available to multiple users through any means; or (v) use the SAM or Applications in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement.

2. Proprietary Rights

You agree that SlideME and its licensors own all right, title and interest in and to the SAM, including any content provided in or accessible through the SAM and all intellectual property rights therein. Developers own all right, title, and interest in and to the Applications. You will not remove, delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on or incorporated in the SAM or Applications.

3. SAM and Application Usage Requirements

1. Your use of any Application is subject to any additional terms and conditions provided by the developer of that Application. You assume all responsibility and risk of use of any Application and SlideME hereby disclaims any and all liability to you or any third party related thereto. SlideME does not have any obligation to examine or scan Applications for any purpose, and is not responsible for the accuracy, completeness, appropriateness or legality of any Application. The fact that an Application is available from the Marketplace is not an endorsement, authorization or representation of SlideME's affiliation with any third party, nor is it an endorsement of such Application and you hereby waive any legal or equitable rights or remedies you have or may have against SlideME with respect thereto.
2. You agree to comply with all applicable laws, rules and regulations when using the SAM or Applications. You will not, directly or indirectly: (i) alter, modify, delete or otherwise interfere with any content, advertising, services and/or features contained on or accessible though the SAM or Applications, except as expressly permitted by the Application; (ii) transmit, email or post by means of the SAM or an Application any material that would interfere with the functionality of the SAM, or that contains software viruses, backdoors, Trojan horses, or other malware, or that otherwise attempts to scrape User data from the Marketplace; or (iii) use the SAM or an Application to disseminate content that infringes a third party's intellectual property rights.

4. Representations and Warranties

You represent and warrant that: (i) you have all the rights, power and authority (including without limitation all required third party licenses or permissions) to engage in the activity contemplated by this Agreement; (ii) you will not upload or post to the SlideME Marketplace material which is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contains objects or symbols of hate, invades the privacy of any third party, violates any third party's intellectual property rights, contains any pornography, erotica, child pornography or child erotica, is deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitutes hate speech or is otherwise objectionable in the opinion of SlideME; and (iii) you are responsible for all activity related to or content provided on your Handset, and SlideME disclaims any and all liability relating thereto.

5. Disclaimer

You ASSUME ALL RESPONSIBILITY AND RISK OF USE OF the SAM and applications. the SAM and applications are provided to you "AS IS" WITHOUT any WARRANTIES OF ANY KIND. SlideME DOES NOT WARRANT THAT the SAM or applications WILL MEET YOUR REQUIREMENTS OR THAT the SAM or applications WILL BE ERROR-FREE. SlideME EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SlideME OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.

6. Term and Termination

1. This Agreement remains effective until terminated by either party. SlideME may terminate this Agreement without notice, at any time and for any reason. You may terminate it at any time by removing and/or deleting the SAM and Applications from your Handset. This Agreement will automatically terminate without notice if you breach any term of this Agreement.
2. Upon any termination, you will promptly remove and/or delete the SAM and destroy any copies of any Application in your possession or control. Sections 2, 4, 5, 6(b), 7, 8 and 9 will survive any termination of this Agreement.

7. Indemnity

You agree to defend, indemnify and hold SlideME and its officers, directors, and employees harmless from and against any loss, liability, costs or expenses (including but not limited to reasonable attorneys' fees) arising from or incurred as a result of: (i) any third party claims, to the extent that such claims relate to or are based on your breach of this Agreement; (ii) your downloading, display, or use of the SAM or Applications; and (iii) any claim that your Android enabled device or any content therein infringes any third party's intellectual property rights.

8. Limitations of Liability

IN NO EVENT WILL SlideME BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF the SAM or applications, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SlideME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN ANY CASE, SlideME's ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS OF THE FEES THAT YOU PAID FOR the SAM or applications (IF ANY). Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

9. General Provisions

This Agreement will be governed by and construed in accordance with the laws of the State of Washington , without regard to or application of conflicts of law rules or principles. Any claim or dispute between you and SlideME that arises in whole or in part under this Agreement shall be decided exclusively by a court of competent jurisdiction located in Seattle , Washington . The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without SlideME's prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and SlideME have executed a separate agreement.

January 21th, 2009

Terms & Conditions