31
Celio
Corp
End
User
License
Agreement
IMPORTANT
‐
USE
OF
THE
REDFLY
SOFTWARE
IS
SUBJECT
TO
LICENSE
RESTRICTIONS.
CAREFULLY
READ
THIS
LICENSE
AGREEMENT
BEFORE
USING
THE
SOFTWARE.
NOTICE
TO
USER:
PLEASE
READ
THIS
AGREEMENT
CAREFULLY.
THIS
LICENSE
IS
A
LEGAL
“AGREEMENT”
CONCERNING
THE
USE
OF
SOFT
‐
WARE
BETWEEN
YOU,
THE
END
USER,
EITHER
INDIVIDUALLY
OR
AS
AN
AUTHORIZED
REPRESENTATIVE
OF
THE
COMPANY
OBTAINING
THE
LICENSE,
AND
CELIO
CORP.
BY
USING
ALL
OR
ANY
PORTION
OF
THE
SOFTWARE
YOU
ACCEPT
ALL
THE
TERMS
AND
CONDITIONS
OF
THIS
AGREEMENT,
INCLUDING,
IN
PARTICULAR
THE
LIMITATION
ON:
USE,
TRANSFERABILITY,
WARRANTY
AND
LIABILITY.
YOU
AGREE
THAT
THIS
AGREEMENT
IS
ENFORCEABLE
LIKE
ANY
WRITTEN
NEGOTIATED
AGREEMENT
SIGNED
BY
YOU.
IF
YOU
DO
NOT
AGREE,
DO
NOT
USE
THIS
SOFTWARE.
IF
YOU
ACQUIRED
THE
SOFTWARE
ON
TANGIBLE
MEDIA
(E.G.
CD)
WITHOUT
AN
OPPORTUNITY
TO
REVIEW
THIS
LICENSE
AND
YOU
DO
NOT
ACCEPT
THIS
AGREEMENT,
YOU
MAY
OBTAIN
A
REFUND
OF
THE
AMOUNT
YOU
ORIGINALLY
PAID
IF
YOU:
(A)
DO
NOT
USE
THE
SOFTWARE
AND
(B)
RETURN
IT,
WITH
PROOF
OF
PAYMENT,
TO
THE
LOCATION
FROM
WHICH
IT
WAS
OBTAINED
WITHIN
FOURTEEN
(14)
DAYS
OF
THE
PURCHASE
DATE.
DEFINITIONS.
“Software”
means
(a)
all
of
the
content
of
the
files,
disk(s),
CD
‐
ROM(s)
or
other
media
with
which
this
agreement
is
provided,
including
but
not
limited
to
(i)
Celio
Corp
or
third
party
computer
information
or
software;
(ii)
digital
images,
stock
photo
‐
graphs,
clip
art,
sounds
or
other
artistic
works
(“Stock
Files”);
(iii)
related
explanatory
written
materials
or
files
(“Documentation”);
and
(b)
modified
versions,
updates
additions,
and
copies
of
the
Software,
if
any,
licensed
to
you
by
Celio
Corp.
“Use”
or
“Using”
means
to
access,
install,
download,
copy
or
otherwise
benefit
from
using
the
functionality
of
the
Software
in
accordance
with
the
Documentation.
“Permitted
Number”
means
one
(1)
unless
otherwise
indicated
under
a
valid
license
(e.g.
volume
license)
granted
by
Celio
Corp.
“Computer”
means
an
electronic
device
that
accepts
information
in
digital
or
similar
form
and
manipulates
it
for
a
specific
result
based
on
a
sequence
of
instructions.
“Smartphone”
means
any
mobile
computing
device
that
combines
cellular
communication
capabilities
with
other
computer
capabilities
that
can
accept
information
in
digital
or
similar
form
and
manipulate
it
for
specific
results
based
on
sequence
of
instructions.
“Celio
Corp”
means
a
company
duly
organized
and
validly
existing
under
the
laws
of
the
state
of
Delaware,
named
as
Celio
Corp,
and
having
its
principal
place
of
business
at
265
East
100
South,
Suite
280,
Salt
Lake
City,
UT
84111.
SOFTWARE
LICENSE.
As
long
as
you
comply
with
the
terms
of
this
End
User
License
Agreement
(the
“Agreement”),
Celio
Corp
grants
to
you
a
non
‐
exclusive
license
to
Use
the
Software
for
the
purposes
described
in
the
REDFLY
User’s
Guide.
General
Use.
You
may
use
this
program
ONLY
on
up
to
the
maximum
number
of
smartphones
and
covered
by
the
license
package
you
have
purchased.
You
may
also
make
one
backup
copy
of
the
Software,
provided
your
backup
copy
is
not
installed
or
used
on
any
other
smartphone.
INTELLECTUAL
PROPERTY
RIGHTS.
The
Software
and
any
copies
that
you
are
authorized
by
Celio
Corp
to
make
are
the
intellectual
property
of
and
are
owned
by
Celio
Corp.
The
structure,
organization
and
code
of
the
Software
are
the
valuable
trade
secrets
and
confidential
information
of
Celio
Corp.
The
Software
is
protected
by
copyright,
including
without
limitation
by
United
States
Copyright
Law,
international
treaties
provisions
and
applicable
laws
in
the
country
in
which
it
is
being
used.
You
may
not
copy
the
Software,
except
as
set
forth
in
Section
2
(“Software
License”).
Any
copies
that
you
are
permitted
to
make
pursuant
to
this
Agreement
must
contain
the
same
copyright
and
other
proprietary
notices
that
appear
on
or
in
the
Software.
You
agree
not
to
modify,
adapt
or
translate
the
Software.
You
also
agree
not
to
reverse
engineer,
decompile,
disassemble
or
otherwise
attempt
to
discover
the
source
code
of
the
Software
except
to
the
extent
you
may
be
expressly
permitted
to
decompile
under
applicable
law,
if
it
is
essential
to
do
so
in
order
to
achieve
operability
of
the
Software
with
another
software
program,
and
you
have
first
requested
Celio
Corp
to
provide
information
necessary
to
achieve
such
operability
and
Celio
Corp
has
not
made
such
information
available.
Celio
Corp
has
the
right
to
impose
reasonable
conditions
and
to
request
a
reasonable
fee
before
providing
such
information.
Any
information
supplied
by
Celio
Corp
or
obtained
by
you,
as
permitted
hereunder,
may
only
be
used
by
you
for
the
purpose
described
herein
and
may
not
be
disclosed
to
any
third
party
or
used
to
create
any
software
which
is
substantially
similar
to
the
extension
of
the
Software.
Requests
for
information
should
be
directed
to
Celio
Corp.
Trademarks
shall
be
used
in
accordance
with
accepted
trademark
practice,
including
identification
of
trademarks
owners’
names.
Trademarks
can
only
be
used
to
identify
printed
output
produced
by
the
Software
and
such
use
of
any
trademark
does
not
give
you
any
rights
of
ownership
in
that
trademark.
Except
as
expressly
stated
above,
this
Agreement
does
not
grant
you
any
intellectual
property
rights
in
the
Software.
TRANSFER.
You
may
not
rent,
lease,
sublicense,
or
authorize
all
or
any
portion
of
the
Software
to
be
copied
onto
another
user’s
computer
except
as
may
be
expressly
permitted
herein.
You
may,
however,
transfer
all
your
rights
to
