PLEASE READ THE TERMS OF THIS SOFTWARE LICENCE AGREEMENT CAREFULLY BEFORE USING THE MAKE A NICHE STORE (“MANS”) SOFTWARE.

THIS LICENCE AGREEMENT (“LICENCE”) IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE” OR “YOU”) AND PHP INFORMATICS LTD OF 58A BURTON ROAD, REPTON, DERBY, DERBYSHIRE, DE65 6FN, UNITED KINGDOM (“LICENSOR” OR “WE”) FOR THIS MANS SOFTWARE PRODUCT (“SOFTWARE”), WHICH INCLUDES COMPUTER SOFTWARE TOGETHER WITH THE DATA AND ELECTRONIC DOCUMENTATION (“DOCUMENTATION”) SUPPLIED WITH IT (HEREAFTER COLLECTIVELY REFERRED TO AS THE “SOFTWARE”).

A) PROPERTY LICENSOR

YOU MAY OBTAIN A COPY OF THE SOFTWARE EITHER BY DOWNLOADING IT REMOTELY OR BY COPYING IT FROM A DISK, CD-ROM OR OTHER MEDIA. THE COPYRIGHT AND ALL OTHER INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE ARE, AND REMAIN, THE PROPERTY OF THE LICENSOR. YOU ARE LICENSED TO USE THEM ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS SET OUT IN THIS LICENCE.

B) LICENCE ACCEPTING PROCEDURE

BY INSTALLING, USING, COPYING OR DISTRIBUTING THE SOFTWARE, YOU INDICATE ACCEPTANCE TO THE TERMS AND CONDITIONS SET OUT IN THIS LICENCE AND SPECIFICALLY TO THE LIMITATION OF LIABILITY SET OUT IN CONDITION 5 OF THIS LICENCE.

C) LICENCE REJECTION PROCEDURE

YOU SHOULD READ THIS LICENCE CAREFULLY BEFORE INSTALLING, USING, COPYING OR DISTRIBUTING THE SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS SET OUT IN THIS LICENCE, YOU SHOULD NOT INSTALL, USE, COPY OR DISTRIBUTE THE SOFTWARE.

1) GRANT OF LICENCE

1.1) In consideration of your acceptance to the terms and conditions contained within this Licence, the Licensor hereby grants to you a worldwide, royalty-free, non-exclusive licence to use the Software on the terms of this Licence.

1.2) You may:

1.2.1) download, install and use the Software;

1.2.2) copy, distribute, disseminate or otherwise make available the Software to the public (subject to the undertakings provided in condition 2).

1.3) You must not:

1.3.1) sub-license the Software;

1.3.2) translate, merge, adapt, vary or modify the Software;

1.3.3) make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

1.3.4) disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Software nor attempt to do any such thing.

2) THIRD PARTY USE OF THE SOFTWARE

2.1) Each time you distribute, disseminate or otherwise make available the Software to the public, the Licensor agrees to offer to the relevant third party in receipt of the Software a licence to use the Software (“Third Party Licence”) on the same terms and conditions as granted to you under this Licence.

2.2) On each and every occasion that you distribute, disseminate or otherwise make available the Software to the public, you undertake;

2.2.1) to provide a copy of this Licence with every copy of the Software distributed, disseminated or otherwise made available to the public;

2.2.2) to conspicuously and appropriately reproduce the Licensor’s copyright notice in the form of “© PHP Informatics Limited” on all copies of the Software distributed, disseminated or otherwise made available to the public;

2.2.3) to keep intact all notices of proprietary rights in the Software and any notices contained in the Software that refer to this Licence and to the absence of any warranty in respect of the Software; and

2.2.4) to keep intact the website links to www.makeanichestore.com and www.phpinformatics.com and any sponsor links on all copies of the Software distributed, disseminated or otherwise made available to the public.

3) INTELLECTUAL PROPERTY RIGHTS

3.1) You acknowledge that the copyright and all other intellectual property rights in the Software belong to the Licensor, that the copyright and the intellectual property rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Licence.

3.2) You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.

3.3) The integrity of the Software is protected by technical protection measures (TPM) so that the copyright and the other intellectual property rights of the Licensor in the Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.

4) WARRANTY

4.1) On the basis that the Software is licensed to you free of charge, no warranty is provided in relation to the Software. The Software is licensed to you on an “as is” basis and the Licensor, and all other persons who have been involved in the creation, production or delivery of the Software disclaim all conditions and warranties of any kind, either express, implied, statutory, or otherwise, including, but not limited to, any conditions or implied warranties of merchantability, satisfactory quality and fitness for a particular purpose, to the fullest extent permitted by law. The entire risk as to the results, quality and performance of the Software is with you. In the event that the Software proves defective, you assume the cost of all necessary servicing, repair or correction.

4.2) The Licensor does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free.

5) LIMITATION OF LIABILITY

5.1) SUBJECT TO ANY LIABILITY WHICH MAY NOT BE EXCLUDED OR LIMITED BY LAW, THE LICENSOR SHALL NOT BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THIS LICENCE OR THE USE OR INABILITY TO USE THE SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE SOFTWARE TO OPERATE WITH OTHER PROGRAMS), EVEN IF THE LICENSOR HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.2) THE LICENSOR SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED AS A RESULT OF ANY COMPUTER VIRUSES, WORMS, TROJAN HORSES, LOGIC BOMBS OR OTHER CONTAMINANTS ARISING FROM USE OF THE SOFTWARE. WHILST THE LICENSOR SHALL ENDEAVOUR TO ENSURE THAT THE SOFTWARE IS FREE FROM SUCH CONTAMINANTS, YOU SHALL BE RESPONSIBLE FOR TAKING THE NECESSARY PRECAUTIONS TO PROTECT AGAINST SUCH CONTAMINANTS.

6) USER INDEMNITY

You agree to fully indemnify, defend and hold the Licensor harmless immediately upon demand from and against all actions, liability, claims, losses, damages, costs and expenses (including legal costs) incurred by the Licensor arising directly or indirectly as a result of your breach of this Licence.

7) TERMINATION

7.1) The rights granted to you under this Licence shall terminate automatically upon any breach by you of the terms of this Agreement. Individuals or entities who have received the Software from you under this Licence, however, will not have their Third Party Licences terminated provided such individuals or entities remain in full compliance with those Third Party Licences.

7.2) Termination of this Licence shall be without prejudice to any other right or remedies of the Licensor which may have arisen on or before the date of termination under this Licence.

8) API LICENSE AGREEMENT AND NETWORK AGREEMENT

8.1) You acknowledge that the Licensor is party to an “API License Agreement” with eBay Inc. and/or eBay International A.G (hereafter referred to as “eBay”), setting out the terms of use in respect of eBay’s Application Programming Interface (“API”). In using the Software to display the eBay Content or the API Logos (as defined in the API License Agreement), you acknowledge that in so doing you shall automatically become a sub licensee under the terms of the API License Agreement and agree to be bound by the terms and conditions of the API License Agreement (excluding the right to sub license, platform notification, and the right to indemnification). The API License Agreement can be found at "http://developer.ebay.com/join/licenses/individual”.

8.2) You acknowledge and agree that eBay has certain rights in the eBay API, eBay Databases and eBay Content (as defined in the API License Agreement), that eBay is a third party beneficiary of the sub license of these rights granted to you pursuant to condition 8.1 (“Sub License Agreement”), and that eBay shall have the right, in its sole discretion, to directly enforce any terms of the Sub License Agreement against you, including the right to terminate the Sub License Agreement.

8.3) You acknowledge that before the Software can be used to promote a website in order to generate performance based compensation, you shall be required to enter into a “Network Agreement” with eBay Partner Network Inc. which will govern your participation in the eBay Partner Network. The Network Agreement can be found at “https://ebaypartnernetwork.com/PublisherRegPSA”.

8.4) You accept that the Licensor shall not be responsible for any liabilities in respect of the Network Agreement or for any changes made by either eBay or eBay Partner Network Inc. which affect the use of the Software.

8.5) You agree to fully indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with any claim made against the Licensor by eBay or eBay Partner Network Inc. in connection with the Sub License Agreement or the Network Agreement.

9) GENERAL

9.1) If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

9.2) No delay or failure by the Licensor to exercise any of its rights or remedies under this Licence shall be construed as a waiver of those rights nor shall it in any way affect the validity of the whole or part of this Licence nor prejudice the Licensor’s right to take subsequent action.

9.3) This Licence represents the entire agreement between the parties in relation to the licensing of the Software and supersedes any prior agreement, understanding or arrangement not specified here.

9.4) Except for the rights granted under condition 8.2, a person who is not a party to this Licence shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.

9.5) This Licence is governed by English law. Any dispute arising out of or in connection with any term of this Licence shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Copyright©2008 PHP Informatics Ltd. All rights reserved. Registered in England no. 6538708 at 58a Burton Road, Repton, Derby, DE65 6FN, United Kingdom

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