You are installing YAPPA Corporation’s proprietary SpinUI software (the “Software”). This Software Evaluation and License Agreement (“Agreement”) is between you -- both the individual installing the Software (“Designated User”) and any single legal entity on behalf of which the Designated User is acting (collectively with the Designated User, You” or “Your”) – and YAPPA Corporation, with a principal place of business at Marunouchi Building 32F, 2-4-1, Marunouchi, Chiyoda-ku, Tokyo 100-6332, Japan. (“YAPPA”). IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. IN ORDER TO ACCESS AND USE THE PRODUCT, YOU MUST CONSENT TO THE TERMS OF THIS AGREEMENT. BY CLICKING THE “I ACCEPT” BUTTON LOCATED ON THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU WILL NOT BE PERMITTED TO ACCESS, USE OR INSTALL THE SOFTWARE. 1. Evaluation license. Subject to the terms and conditions of this Agreement, YAPPA hereby grants to You a nonexclusive, non-transferable, nonsublicensable, revocable, royalty-free license expressly limited until Oct 31, 2009 (software versions including Windows, Windows Mobile, Symbian, Linux, Brew, Brew MP Extension), referred to as the ("Evaluation Period") to (a) install the Software on a single computer owned or controlled by You, (b) permit use of the Software only by the Designated User (and no other person) for Your internal, non-production testing and evaluation of the Software, and (c) permit use of the Software solely in accordance with the end-user documentation for the Software provided by YAPPA ("Documentation"), and use the Documentation solely in connection with the installation and use of the Software set forth in (a) and (b) above. YOU ACKNOWLEDGE THAT THE SOFTWARE MAY CONTAIN A MECHANISM THAT WILL RENDER IT INOPERATIVE UPON THE EXPIRATION OF THE EVALUATION PERIOD. 2. SOFTWARE RESTRICTIONS. You shall not, and shall have no right to, (a) use the Software or the Documentation except as explicitly permitted under this Agreement, including, without limitation, by any person other than the Designated User, (b) copy or reproduce the Software or Documentation, except as explicitly permitted under this Agreement, (c) allow access to, license, sublicense, rent, lease, sell, transmit or otherwise distribute or disclose the Software or Documentation to third parties, (d) modify, adapt, translate, prepare derivative works of the Software or Documentation, or decompile or otherwise reverse engineer the Software, or otherwise derive or attempt to derive the source code of, or any processes, techniques, methods, specifications, protocols, algorithms, interfaces, data structures, or other information embodied or used in, the Software or any internal data files generated by the Software, (e) remove, destroy or obscure any proprietary markings, confidential legends or any trademarks, trade names or brand names of YAPPA or its licensors placed upon or contained within the Software, the Documentation or any related materials, or (f) export or otherwise transport or transmit the Software outside of the country in which You reside. 3. SERVICES. YAPPA shall have no obligation to provide to You any support, customization, consulting and/or other services, or any modifications, error corrections, bug fixes, upgrades, new releases or other updates to or for the Software (collectively, “Updates”). To the extent that YAPPA, in its discretion, provides to You any Updates, You shall have the right to use such Updates under the same terms and conditions that govern Your use of the Software, solely in connection with Your authorized use of the Software. 4. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND YAPPA DISCLAIMS ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, YAPPA does not represent or warrant that use of the Software will be uninterrupted or error-free, that the Software will meet any of Your expectations or specifications, or that the Software will be the same as (or operate in the same manner as) any software made generally available by YAPPA. YAPPA hereby disclaims any and all liability for any damage to or other impact on Your equipment, hardware, software, data or other information or materials, whether or not caused by or related to (either directly or indirectly) Your use of the Software, including, without limitation, claims relating to faulty, malfunctioning or inoperable Software. 5. OWNERSHIP. YAPPA hereby retains all right, title, and interest in and to the Software and the Documentation, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. All rights in and to the foregoing not expressly granted hereunder are reserved to YAPPA. The Software and Documentation and all copies thereof are licensed, not sold, to You. Your recommendations and suggestions regarding the Software will be the sole property of YAPPA, and YAPPA will have the right to use and publicize freely such recommendations and suggestions without the need to obtain Your consent and without any compensation to You. 6. LIMITATION OF LIABILITY. IN NO EVENT SHALL YAPPA’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR DOCUMENTATION EXCEED THE AMOUNT PAID TO YAPPA PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL YAPPA HAVE ANY LIABILITY TO YOU FOR ANY (A) DAMAGES FOR LOST PROFITS OR REVENUES OR COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE, GOODS OR SERVICES, (B) INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (C) DAMAGES FOR LOST OR CORRUPTED DATA OR INTERRUPTED USE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THIS SECTION 6 AND THE DISCLAIMERS IN SECTION 4 REPRESENT A REASONABLE ALLOCATION OF RISK AND AN ESSENTIAL ELEMENT OF THE BARGAIN, WITHOUT WHICH YAPPA WOULD NOT HAVE BEEN WILLING TO LICENSE THE SOFTWARE TO YOU. 7. CONFIDENTIALITY. You acknowledge that the Software and Documentation constitute the confidential information of YAPPA. You shall hold in strict confidence, and shall not disclose to any third parties, the Software or Documentation, or any performance data relating to the Software. You will protect the Software and Documentation against unauthorized use and disclosure with the same degree of care with which you protect your own highly confidential information, but in no event less than a reasonable degree of care. In addition, You shall not, and you shall not authorize any third party to, prepare, disclose or distribute any report or statement (whether in oral, tangible or other form) that benchmarks or otherwise compares the speed, functionality or other performance elements of the Software to any other product. 8. TERM AND TERMINATION. This Agreement shall remain in effect until the expiration of the Evaluation Period, unless otherwise terminated in accordance with this Section 8. During the Evaluation Period, YAPPA may terminate this Agreement upon five (5) days written notice to You. However, at any time during the term of this Agreement, this Agreement shall immediately terminate, without notice, if You (a) breach any material term or condition of this Agreement, (b) cease to carry on business in the normal course, (c) become insolvent, (d) make a general assignment for the benefit of Your creditors, (e) suffer or permit the appointment of a receiver or a manager for Your business or assets, or (f) avail yourself or become subject to any proceeding under bankruptcy laws or any other statute or laws relating to insolvency or protection of the right of creditors. 9. EFFECT OF TERMINATION. Upon any expiration or termination of this Agreement, the rights and obligations of the parties under this Agreement will terminate, except that the rights and obligations of the parties under the following Sections shall survive such termination: Sections 2, 4, 5, 6, 7, 9 and 10. Upon any expiration or termination of this Agreement, You shall destroy all tangible copies of the Software and Documentation, and permanently erase and delete all electronic copies of the Software and Documentation. 10. MISCELLANEOUS. 10.1 Assignment. You may not assign, delegate or otherwise transfer this Agreement, or any of your rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law or otherwise, without the prior written consent of YAPPA. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any assignment, delegation or other transfer in violation of this Section 10.1 shall be null and void. 10.2 Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy. 10.3 Choice of Law; Arbitration; Venue. This Agreement shall be governed by the laws of the State of California, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Except for actions for injunctive or other equitable relief, which may be brought in any court of competent jurisdiction, the sole jurisdiction and venue for actions related to the subject matter of this Agreement shall be the United States District Court Southern District of California. Both parties consent to the exclusive jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by the Tokyo District Court. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. 10.4 Remedies. You recognize and agree that in the event of a breach or threatened breach by You of this Agreement, YAPPA will suffer irreparable harm for which monetary damages alone would not adequately compensate YAPPA and, therefore, agrees that, in addition to all other remedies available to YAPPA at law, in equity, by agreement or otherwise, YAPPA is entitled to immediate injunctive or other equitable relief for the enforcement of any such obligation without the necessity of posting any bond or other security. Nothing in this Section 10.4 is intended to replace, waive, lessen or otherwise alter any obligations of the parties set forth elsewhere in this Agreement. 10.5 Independent Contractors. The parties are independent contractors with respect to each other. Each party is not and shall not be deemed to be an employee, agent, partner or legal representative of the other for any purpose and shall not have any right, power or authority to create any obligation or responsibility on behalf of the other. 10.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. 10.7 Entire Agreement. This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement with respect to such subject matter. 10.8 Construction. The fact that one party drafted some or all of this Agreement shall not be held against such party in any dispute regarding construction or interpretation of this Agreement or any part of this Agreement. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU ACKNOWLEDGE THAT (A) YOU HAVE READ AND REVIEWED THIS AGREEMENT IN ITS ENTIRETY, (B) YOU AGREE TO BE BOUND BY THIS AGREEMENT, (C) THE INDIVIDUAL SO CLICKING HAS THE POWER, AUTHORITY AND LEGAL RIGHT TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOU, AND (D) BY SO CLICKING, THIS AGREEMENT CONSTITUTES BINDING AND ENFORCEABLE OBLIGATIONS OF YOU.