BridgeIt Utility App v1.0 LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("Agreement") is made and entered into between ICESOFT TECHNOLOGIES, INC. a Delaware corporation having a principal place of business at 20555 N. Pima Road, Suite 100, Scottsdale, AZ 85255 ("ICEsoft"), and the individual or organization (the “User”) receiving a binary copy of the BridgeIt Utility Application (the “Application”).

Special Note: The Application and any associated materials being delivered are licensed, not sold to the User by ICEsoft Technologies, Inc. ICEsoft retains complete ownership of the Application and all associated materials and reserves all rights to the Application not expressly granted to the User. The terms and conditions under which the User may use and / or distribute the Application are described in the body of this Agreement and are in effect regardless of how they are accessed. If the User does not agree with terms and conditions as described below or in the licenses referenced, they should not download, or otherwise access or install the Application or any of its associated materials.

In consideration of the above, ICEsoft hereby grants to the User the following:

1. DEPLOYMENT LICENSE GRANT: Subject to the terms and conditions of this Agreement, ICEsoft grants to User a non-exclusive, free-to-use, restricted, non-transferable, royalty free perpetual license to download and install unlimited copies of the Application solely in Binary format subject to the restrictions below.

2. RESTRICTIONS: Except as expressly permitted by this Agreement, the User may not: (i) translate, reverse engineer, de-compile, disassemble or attempt to derive the Source Code of Application provided to the User in Binary Code format, (ii) sublicense, rent, lease, loan, timeshare, sell, distribute, disclose, publish, assign, or transfer any rights in or grant a security interest in the Application, or (iii) use or deploy the Application in a manner that violates or is inconsistent with the terms and policies of the service, or Application Store from which it was sourced. User shall not develop nor make available any work product derived from, or using the Application, that shall compete with ICEsoft product. The User shall not deploy or use the Application in any situation that could lead to death, personal injury, injury of others, environmental damage or in violation of local or federal laws in the jurisdiction in which the Application is sourced.

3. OWNERSHIP: User shall not have any obligation to provide or disclose to ICEsoft any details pertaining to the User’s use of the Application. Notwithstanding the foregoing, ICEsoft and its licensors shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Application. All rights in and to the Application not expressly granted to the User in this Agreement are reserved by ICEsoft and its licensors.

4. TRADEMARKS: This License does not grant permission to use the trade name, trademarks, service marks or product names of ICEsoft, except as required for reasonable and customary use in describing the origin of the work.

5. SUPPORT AND MAINTENANCE: ICEsoft shall bear no obligation to support or maintain the Application. Any support provided shall be at the sole discretion of ICEsoft.

6. TERM AND TERMINATION: This Agreement shall start as of the date at which the Application is downloaded and/or installed and shall be effective until terminated. Your rights under this License will terminate automatically if you fail to comply with any of the terms of this License. Upon termination the user must cease all use of the Application and must destroy all copies of the Application, full or partial in their possession. Sections 2,3,4,6,7,8,9, and 10 shall survive any such termination.

7. DISCLAIMER OF WARRANTY: To the maximum extent permitted by applicable law, the Application and any services or functions provided by the Application are provided on an “As Is” or “As Available” basis, with all faults and mal-performance, and without Warranty of any kind. ICEsoft hereby disclaims all warranties and conditions with respect to the Application either express or implied, including but not limited to the implied warranties of merchantability, quality, fitness for a particular user or service, enjoyment, and non-infringement of third party rights. ICEsoft does not warrant that the Application will meet the User’s requirements or that its operation will be uninterrupted or error free, or that any errors in the Application will be corrected. The User expressly acknowledges and agrees that, to the extent permitted by law, the use of the Application and any services performed by the Application shall be at the User’s sole risk and that the entire risk as to quality, performance, time delays, and suitability for a particular purpose shall reside fully with the User.

8. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT UNDER THE LAW, NEITHER ICESOFT NOR ITS LICENSORS SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, PERSONAL INJURY OR THE LIKE).

9. INDEMNIFICATION: ICEsoft provides no indemnification of the Application or associated services with respect to intellectual property rights or any suit brought against the User for their use of the Application.

10. GENERAL: User shall not export or re-export the Application in violation of the export control laws of the United States and/or any other jurisdiction. This Agreement will be governed in all respects by the laws of the State of Delaware without regard to conflicts of law principles as applied to contracts entered into between residents thereof and performed entirely within the State. All disputes arising under this Agreement shall be brought in Superior Court of the State of Delaware. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recovery reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which such party may be entitled. If any provision or provisions of this Agreement are determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby. This Agreement may not be assigned, sublicensed, or otherwise transferred by User without ICEsoft's prior written consent. Nothing contained herein shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties. This Agreement constitutes the complete, final and exclusive statement of the agreement between ICEsoft and User, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, alteration or modification of the provisions of this Agreement will be valid unless made in writing and signed by a corporate officer of ICEsoft. Should you have any questions concerning this Agreement, please write product.sales@icesoft.com.

THE APPLICATION AND ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES INTELLECTUAL PROPERTY LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.