Perfecto Mobile Ltd.

TERMS OF LICENSE AND SERVICE AGREEMENT

This is a legal agreement between you and Perfecto Mobile Ltd. (“Perfecto Mobile”, "We" or "Us" – as applicable) stating the terms that govern your use of the Licensed Program (as such is defined below) and the services rendered by Perfecto Mobile under this Agreement – all as specified below. This agreement and all of Perfecto Mobile’s rules and policies constitute the “Agreement” between you and Perfecto Mobile. To agree to these terms, click the “I Agree” button. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I AGREE” AND DO NOT USE THE LICENSED PROGRAM. You must accept and abide by these terms as presented to you: changes, additions, or deletions are not acceptable.

1. License. In consideration of the payment of the service fees and usage fees set forth herein and performance of your undertakings herein contained, Perfecto Mobile grants you a non-exclusive, non-transferable, non-assignable license (the "License") to use Perfecto Mobile's remote manual and automated access to mobile handsets software/the package of computer programs and data identified in Exhibit A attached hereto, as may be customized, updated and/or upgraded by Perfecto Mobile from time to time, in machine-readable form only, all subject to the following terms and conditions. Such programs and data, as may be updated and/or upgraded, together constitute the "Licensed Program". This Agreement confers no title or ownership and is not a sale of any rights in the Licensed Program. All rights not expressly granted to you are reserved solely to Perfecto Mobile and/or its licensors. Nothing herein should be construed as granting you, by implication, estoppel or otherwise, a license relating to the Licensed Program other than as expressly stated above in this section 2.
   
    
2. Scope of Rights; Restrictions on Use. Pursuant to the License granted hereunder, you may: (i) run the Licensed Program on Perfecto Mobile's servers; and (ii) use the Licensed Program solely within your organization and solely for the purpose of testing and evaluating your own software and/or products in connection with third parties' hand-held phones, smart phones and PDAs. You agree that you will not (i) reverse engineer, disassemble, decompile or attempt to derive the architecture or design, or any source code contained in the Licensed Program, (ii) modify the Licensed Program, (iii) otherwise translate or use the Licensed Program except as specifically allowed by this Agreement, or allow any person or entity the right to do any of the foregoing; (iv) sublicense, transfer and/or assign the Licensed Software to any third party, whether with or without consideration; (v) render any services to third parties, using the Licensed Software (vi) allow any third parties to use the Licensed Program. You may not make any copies of the Licensed Program or any portions thereof. The Licensed Program may now or in the future (following update and/or upgrades thereto) contain or be derived from materials licensed from third party licensors. Such third party materials may be subject to restrictions in addition to those listed herein, which restrictions, if any, may be announced by Perfecto Mobile from time to time, and shall be deemed an integral part hereof for all purposes. Third-party licensors are intended beneficiaries under this Agreement and independently may protect their rights in the Licensed Program (if and to the extent such exist) in the event of any infringement
   
    
3. Proprietary Protection; Confidentiality. Title to and ownership of the Licensed Program, any accompanying documentation, all related concepts, technical know-how and all Intellectual Property Rights related to the foregoing, including any modifications, customizations, revisions, bug fixes, enhancements, improvements and derivative versions thereof (collectively, "Derivative Works"), developed by Perfecto Mobile or any one else, including yourself, and all rights therein, including all Intellectual Property Rights applicable thereto, shall remain vested in Perfecto Mobile and, except for the expressed limited License granted hereunder, you shall have no rights in or claims with respect thereto. "Intellectual Property Rights" means any patent, patent application, trade secret, trademark, copyright, industrial design or any other intellectual property right registered or unregistered in any country throughout the world. To the extent it shall be determined that you have any right in connection with the Licensed Program other than the limited specific License hereunder, you hereby irrevocably: (i) assign to Perfecto Mobile, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, that you may have in or to the Licensed Program and any Derivative Works and related Intellectual Property Rights; and (ii) agree to take any lawful action, which We reasonably request to vest or protect your right, title and interest in the Licensed Program and any Derivative Works (at your sole cost). You acknowledge that all data and information contained in or relating to the Licensed Program or any transaction between the parties hereto is highly confidential. You undertake to retain all such information in confidence, not to disclose it to any third party and to exercise towards it at least the same degree of care and protection that you take to safeguard your own proprietary information, but in no event less than a reasonable degree of care. You may use such information only internally and only to the extent required to exercise the License granted hereunder.
   
    
4. Use of Open Source Codes. You acknowledges that the Licensed Program contains and/or contacts the following open code softwares, and that therefore, and without derogating from any other terms of this Agreement, the following terms and conditions apply to your use of the Licensed Program:

   4.1	The Licensed Program includes PHP software, freely available from http://www.php.net/software/ (the "PHP Software"). The PHP Software is the property of The PHP Group, protected by copyright laws and international treaty provisions: "Copyright © 1999-2006, The PHP Group. All rights reserved". THE PHP SOFTWARE IS PROVIDED BY THE PHP DEVELOPMENT TEAM "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE PHP DEVELOPMENT TEAM OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PHP SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
   4.2	The Licensed Program links to a certain code which is the property of GraphicsMagick Group, protected by copyright laws and international treaty provisions: "Copyright © 2002 GraphicsMagick Group, an organization dedicated to making software imaging solutions freely available";" Copyright © 2002 ImageMagick Studio, a nonprofit organization dedicated to making software imaging solutions freely available."; "Copyright 1999 E.I. du Pont de Nemours and Company."; "Copyright © 2000-2002, Ghostgum Software Pty Ltd. All rights reserved."; "Copyright 1999-2003 Bob Friesenhahn bfriesen@simple.dallas.tx.us" The GraphicsMagick software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall GraphicsMagic Group, ImageMagick Studio, E.I. du Pont de Nemours and Company, and Bob Friesenhahn be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with GraphicsMagick, ImageMagick, or Magick++ or the use or other dealings in GraphicsMagick, ImageMagick or Magick++. Except as contained in this notice, the name of the GraphicsMagick Group, ImageMagick Studio and E.I. du Pont de Nemours and Company shall not be used in advertising or otherwise to promote the sale, use or other dealings in GraphicsMagick or ImageMagick without prior written authorization from the GraphicsMagick Group, ImageMagick Studio or E.I. du Pont de Nemours and Company.
   4.3	The Licensed Program links to a library, known as "Xerces"(for the purposes of this Section 4.5 - the "Library") which are the property of The Apache Software Foundation, protected by copyright laws and international treaty provisions. The Library is licensed under the Apache License, Version 2.0. You may not use the Library except in compliance with the Apache License. You may obtain a copy of the Apache License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the Apache License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License for the specific language governing permissions and limitations under the Apache License.
   4.4	The Licensed Program contains components from Tomcat, Spring, Jakarta Commons and Log4J - all licensed under the Apache License Version 2.0. Therefore the use and distribution of the Licensed Program is subject to the Apache License Version 2.0, January 2004, which is available at http://www.apache.org/licenses/.
   4.5	The Licensed Program uses Sun's JAVA SE Runtime Environment (JRE) Version 6.0. Therefore. Licensee's use of the Licensed Program shall also be subject to the JRE 6.0 License (http://java.sun.com/javase/6/jre-6u2-license.txt). Licensee hereby acknowledges that the installation and auto-update of the JRE 6.0 software may require the transmission of non-personally identifiable information to Sun – so to help Sun to understand and optimize the JRE 6.0 software.

   
    
5. Fees and Payments

   5.1

   Service subscription By entering into this Agreement you hereby agree to pay the monthly recurring Service Fees. In addition you shall be billed for actual usage - as specified below.

   5.2

   Usage Fees In addition to the monthly fees you will be billed for your actual use of the Licensed Program – on an hourly basis, computed by 5-minutes increments. Usage fees will be charged commencing as of the activation of any handset using the Licensed Software and ending upon the deactivation of such handset. If more than one handset is activated simultaneously then billing shall be made with regard to each and every handset so activated. Usage fees include regular activity such as making calls, mobile browsing and mobile messaging but do not include Premium Activity", such as the download of premium content, calls to toll numbers or international calls. Any charges related to Premium Activity shall be charged to your account- in addition to Service Fees and Usage Fees. Usage hours purchased on a prepaid basis may be used for a period of six months following such purchase. All charges shall be made to the credit card which details were provided upon registration. You may update your billing details by notifying us at info@perfectomobile.com The applicable monthly Service Fee and the Usage Fees are as provided to you during your registration process. We reserve the right to change the above fees, terms and conditions from time to time.

   
    
6. Equitable Relief. You acknowledge that We will be irreparably harmed if your obligations and undertakings herein are not specifically enforced, and that We would not have an adequate remedy at law in the event of actual or threatened violation by yourself of such obligations and undertakings. Therefore, you agree that We are entitled to seek and obtain an injunction, without bond, and/or any other appropriate decree of specific performance or any other appropriate equitable relief in the event of actual or threatened violation by yourself of any of the terms hereof.
   
    
7. Limited Warranty and Limitation of Liability. PERFECTOMOBILE IS NOT RESPONSIBLE FOR OBSOLESCENCE OF THE LICENSED PROGRAM. WE ASSUME NO RESPONSIBILITY FOR THE USE OF SUPERSEDED, OUTDATED, OR UNCORRECTED VERSIONS OF THE LICENSED PROGRAM. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PERFECTOMOBILE DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
   PERFECTO MOBILE'S CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO PERFECTO MOBILE BY YOU UNDER THIS AGREEMENT DURING THE 6 MONTH PERIOD PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL PERFECTO MOBILE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY OR FAILURE TO MEET ANY DUTY), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE LICENSED PROGRAM, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF PERFECTO MOBILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   
    
8. Term of Agreement; Termination. This Agreement shall enter into effect once you click the "I AGREE" and shall remain in full force and effect until terminated by either party. You may terminate this Agreement anytime by sending a termination notice to info@perfectomobile.com. Such termination notice shall enter into effect within fifteen (15) days from the delivery thereof to Perfecto Mobile. We shall be entitled to terminate this Agreement, amend the terms thereof or the scope of our services any time by a prior thirty (30) days notice. We may also terminate this Agreement with immediate effect by a written notice to you in case of a material breach of this Agreement (which may include, without limitation, failure to timely pay the Service Fees, Usage Fees and/or any other fees due to Us from you and/or a breach of any limitation on use of the Licensed Software and/or of any of the confidentiality undertakings herein). Upon termination of this Agreement, all rights granted to you will immediately and automatically terminate and revert to Us. Immediately upon termination of this Agreement for any reason, you shall return or destroy, as requested by Perfecto Mobile, all other materials pertaining to the Licensed Program (including all documentation relating thereto). You agree to certify, in writing, compliance with the foregoing undertakings upon our first request. Termination shall be without prejudice to the rights (including our rights to charge fees for the period preceding the termination date) and remedies of either party that may have accrued prior to such termination. You shall not be entitled to any refund as a result of termination. The provisions of Sections 3 (Proprietary Protection; Confidentiality), 6 (Equitable Relief), 7 (Limited Warranty and Limitation of Liability) 8 (Term and Termination) and 9 (Miscellaneous) shall survive the termination or expiration of this Agreement.
   
    
9. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of law rules. The courts in London, England shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. (c) your rights and obligations pursuant to this Agreement may not be assigned or delegated to any person whatsoever without our prior written consent, and any unauthorized assignment shall be null and void. (d) Any notice required by this Agreement shall be given in writing: by Perfecto Mobile – to the address you provide upon submission of this Agreement, or afterwards; by yourself- to info@perfectomobile.com (e) Failure of either Party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. (f) In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.
   THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES IN CONNECTION WITH THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF PERFECTO MOBILE.

   Exhibit A
   A DESCRIPTION OF THE PROGRAM MADE AVAILABLE (GENERAL DESCRIPTION OF FUNCTIONALITY)
    

The Licensed Software enables the users thereof, among other things, to conduct the following activities:

• Accessing and browsing Perfecto Mobile service
• Service subscription and payment
• Browsing through the service handsets made available by Perfecto Mobile from time to time
• Accessing and operating handsets made available by Perfecto Mobile from time to time
• Performing automated operations (test typing and Widgets)
• Transferring files through and from handset; Installing applications on handsets made available by Perfecto Mobile from time to time
• Sharing handsets, automated solutions (wizards), scripts, reports and any of the service data with other persons through the service designated functionality.
• Generating reports including operation sequence and video recording
• Viewing and manipulating reports
• Capturing handset user experience
• Uploading data into the service repository
• Editing and execution automated solutions
• Writing, editing and executing automated scripts
• Applying personal user settings in the service