End User License Agreement

THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND COLLECTIVELY GETTHEANSWER INC AND MAINSTREET CORPORATION, INC (“LICENSOR”). PLEASE READ IT CAREFULLY BEFORE COMPLETING ANY CONTENT OR PROGRAM DOWNLOADS, INSTALLATION OF ATTRACT MORE CLIENTS BUSINESS-GROWTH SYSTEM, OR ANY OF ITS CONTENT IN WHOLE OR IN PART, OR USE OF THE SERVICES. LICENSOR PROVIDES A LICENSE TO USE THE CONTENT, PROGRAMS, OR SERVICES IN RELATION TO THE BUSINESS, AND DOES NOT WARRANTY OR GUARANTEE RESULTS, NOR ACCEPT LIABILITY FOR HOW END USERS APPLY THE INFORMATION PRESENTED THROUGH THE CONTENT, PROGRAMS, OR SERVICES. BY INSTALLING AND/OR USING ATTRACT MORE CLIENTS OR SERVICES, YOU ARE CONFIRMING YOUR ACCEPTANCE OF ATTRACT MORE CLIENTS AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT INSTALL ATTRACT MORE CLIENTS OR UTILIZE THE SERVICES.

1. Definitions

“End User(s)” at all times means member and user of the Services mentioned herein;
“EULA” means End User License Agreement;
“You” may be used interchangeably with “End User” herein;
“LICENSOR” refers to GetTheAnswer Inc., and Mainstreet Corporation, Inc., each of its affiliates, brand names, trade names, and operating names under which it provides services;
“Services” refers to the products, programs, or services provided under license pursuant to this agreement;
“Site” refers to the website(s) operated by LICENSOR that deliver the online versions of the services provided under license pursuant to this agreement;
“Attract More Clients” means the executable code for Attract More Clients, graphics, and other content and associated documentation (if any) downloaded by You for use;
“Intellectual Property” means Attract More Clients, design, concepts, trade secrets, and any pending or granted patents related to the Services;
“Content” refers to text, images, audio clips, video clips, and other materials accessed through the use of the Services;
“Computer Device” refers to any type of workstation, tower, laptop, or other type of computing product generally which is capable of running Attract More Clients;
“Handheld Product” refers to any type of communication device, generally, but not necessarily, of a handheld size, which is capable of running Attract More Clients.

2. Conditions of License

LICENSOR hereby grants you a personal, non-exclusive, non-transferable license to utilize limited Intellectual property of LICENSOR. It is agreed and understood by the End User that this EULA contains within it certain conditions of license for use of the Services by a single End User. You agree that any information or materials that you or individuals acting on your behalf provide to LICENSOR will be considered confidential or proprietary. By providing any such information or materials to LICENSOR, you grant to LICENSOR an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute such information and materials, and you further agree that LICENSOR is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide to LICENSOR. You further recognize that LICENSOR does not want you to, and you warrant that you shall not, provide any information or materials to LICENSOR that is defamatory, threatening, obscene, harassing, or otherwise unlawful, or that incorporates the proprietary material of another. It is further agreed and understood that such conditions are not exhaustive and that LICENSOR may from time to time impose further conditions outside of this EULA.

3. General Use

The use of the Services provided under this agreement are intended for the general use by End Users and the public, and are not, without the express consent of LICENSOR, intended for resale. End Users further acknowledge that LICENSOR shall have the right, if, in its sole discretion, it is determined that the Services are not being used for such use, to terminate the Services pursuant to section 9. of this EULA.

4. RSS Feeds and Data Transfers

Pursuant to section 3. of this EULA, LICENSOR reserves the right to, and may, restrict the transfer of data to individual End Users resulting from the use of the Attract More Clients. Further, LICENSOR may terminate the use of the Services if it is determined that use of the same contravenes any section of this EULA. With respect to data transfers, the End User agrees that any fees, charges, rates and the like urred by the End User from a third party such as a carrier in the use of the Services are not luded in the rates and fees identified in section 5. of this EULA. For greater certainty, LICENSOR will not be responsible for any fees or charged to End Users by third parties as a result of the use of the Services.

5. Rates and License Fees

Use of the Services under this EULA are permitted without fees paid to LICENSOR as part of LICENSOR’s initiative to “Leave No Business Behind”.

6. Privacy Policy

By using the Services, You give LICENSOR permission to collect information about you as an anonymous user for the purpose of calculating aggregate statistics. You authorize LICENSOR to use information you provide to personalize the information we deliver to you and to use your demographic information when calculating aggregate customer data. As a registered subscriber, you give LICENSOR and our agents’ permission to send you notices related to the subscription Services to which you subscribe.

7. Copyright Policy

Attract More Clients is protected by Canadian, US and international copyright laws. You may not copy, reproduce, distribute, modify or in any other manner duplicate the Attract More Clients, in whole or in part, except to the extent that copying naturally results from the authorized use of the Attract More Clients or results in the course of making regular back-ups of the Computer Device or Handheld Product on which Attract More Clients is installed. LICENSOR makes claim of copyright to any and all material associated with the design of the Services, as well as any and all material within the LICENSOR website(s). Further, LICENSOR will at all times endeavour to respect the copyright claims associated with any Content accessed and / or viewed through the use of the Services.

8. Acceptable Use of Services

In accordance with section 3. of this EULA, the End User agrees not to use the Services in an manner constituting or encouraging conduct that would constitute a criminal offence or give rise to civil liability. The End User also agrees not to transmit data or Content which is protected by copyright, or other intellectual property rights, or derivative works thereof, without obtaining permission of the copyright holder. The End User further agrees not to use the Services in a manner which is contrary to law or netiquette, or which would adversely impact use of the Services or the Internet by other users, including the posting or transmitting of information or Attract More Clients containing viruses or other disruptive components.

9. Termination of Services

LICENSOR reserves the right at all times to terminate the Services provide under license pursuant to this agreement without either notice or cause.

10. Third Party/Affiliate Sites

As a convenience to you, LICENSOR may provide, on this Site, links to Websites operated by other entities. If you use these sites, you may leave this Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. LICENSOR makes no warranty or representation regarding, and does not endorse, any linked Websites or the information appearing thereon or any of the products or services described thereon. Links do not imply that LICENSOR or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of LICENSOR or any of its affiliates or subsidiaries.

11. Ownership and Proprietary Rights

Use of the Services under this EULA are provided by license only, and in no way whatsoever, can it be understood, inferred, or otherwise implied that use of the Services constitutes ownership of any kind by the End User of the underlying Intellectual Property associated with the Services. For greater certainty, ownership of the underlying Attract More Clients and Intellectual Property shall at all times be that of LICENSOR. You acknowledge and agree that the Attract More Clients content may contain valuable trade secrets of LICENSOR and/or licensors of LICENSOR. You agree to hold such trade secrets in confidence and further agree not to remove any proprietary notices, labels or marks from the Attract More Clients. Except to the extent that LICENSOR is expressly precluded by law from prohibiting these activities, You shall not alter, modify, adapt, create derivative works, decompile, translate, decrypt, deconstruct, disassemble or otherwise attempt to reverse engineer the Intellectual Property, or permit, authorize or encourage any other party to do the same. This Agreement does not transfer any Intellectual Property or other proprietary rights relating to Attract More Clients, including without limitation patents, designs, trademarks, copyright or trade secrets.

12. Limited Warranty and Disclaimer

THE SERVICES ARE PROVIDED WITHOUT ANY WARRANTIES OF ANY KIND. WITHOUT LIMITATION, LICENSOR DOES NOT WARRANT THE PERFORMANCE, AVAILABILITY, UNINTERRUPTED USE OF OR OPERATION OF THE SERVICES, YOUR CONNECTION TO THE INTERNET, EQUIPMENT, OR ANY ATTRACT MORE CLIENTS CONTENT PROVIDED BY LICENSOR OR THEIR RESPECTIVE LICENSORS, DISTIBUTORS AND PARTNERS. YOU BEAR THE ENTIRE RISK AS TO USE OF THE SERVICES AND ANY ATTRACT MORE CLIENTS CONTENT, AND THE AVAILABILITY, ACCURACY, RELIABILITY, TIMELINESS, QUALITY AND PERFORMANCE OF THE SERVICES, EQUIPMENT, AND ANY ATTRACT MORE CLIENTS AND THE RESULTS OBTAINED FROM USE OF THE SERVICES, EQUIPMENT AND ANY ATTRACT MORE CLIENTS CONTENT. LICENSOR DOES NOT WARRANT THAT ANY DATA OR FILES SENT BY OR TO YOU (WHETHER BY DATA TRANSFERS OR OTHERWISE) WILL BE TRANSMITTED, TRANSMITTED IN UNCORRUPTED FORM, OR TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME. LICENSOR DOES NOT MAKE EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS (INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICES, EQUIPMENT, ANY ATTRACT MORE CLIENTS CONTENT OR ANY MERCHANDISE, INFORMATION OR SERVICE AVAILABLE ON THE INTERNET OR THROUGH THE SERVICES. ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ARE EXCLUDED TO THE EXTENT PERMITTED BY APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LICENSOR OR FROM THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

13. Limitation of Liability

IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, SUPPLIERS, LICENSORS, PARTNERS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, including BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) THE USE OR INABILITY TO USE THE SERVICES OR THE CONTENT, MATERIALS, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES OR THE CONTENT, MATERIALS, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE USE OF RSS FEEDS, EVEN IF LICENSOR OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Indemnification

You will indemnify and hold harmless LICENSOR and each of its affiliates, licensors, suppliers and agents (and their respective employees, officers, directors and representatives) from and against any claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable legal fees and other litigation expenses) incurred by LICENSOR or each of its affiliates, licensors, suppliers or agents relating to: (a) your breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (b) your use of or inability to use the Services; (c) any content, including personal content, or Attract More Clients content submitted, displayed, posted or distributed by you using the Services; or (d) your violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party.

15. Notice

Any notice or other communication required by this EULA may be in writing or delivered electronically BY EMAIL to LICENSOR or the End User as applicable. Notices delivered will be effective on the date of such delivery.

16. Trademarks

Attract More Clients is a trademark of LICENSOR and are not to be used without proper acknowledgement. All other trademarks appearing through the use of the Services or the LICENSOR website are the property of their respective owners.

17. General Provisions

When used in this EULA, the term “license” shall be deemed to mean 'sublicense' if LICENSOR is the licensee and not the owner of an item of Attract More Clients. Sections 5, 6, 7, 11, 12, 13, 15, 16, and 17 shall survive termination of this EULA. This EULA constitutes the entire agreement of the parties with respect to the Attract More Clients, and supercedes all prior communications, agreements and discussions between the parties. This EULA is to be governed by and construed under the laws of the Province of Ontario. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts of the Province of Ontario as applicable. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this EULA. If any provision of this EULA other than section 12 is void or is declared void, the provision shall be severed from this EULA, which shall otherwise remain in full force and effect. If section 11 is void or declared void, this EULA shall automatically terminate. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions concerning this EULA shall be directed to either:
GETTHEANSWER INC., or MAINSTREET CORPORATION INC.,
202 Bentworth Avenue,
Toronto, Ontario, Canada, M6A 1P8,
Attention: General Counsel.

This EULA shall be governed by the laws of the Province of Ontario, Canada.