Software App End-User License Agreement

Please read the following end­user license agreement carefully as it contains the legal terms and conditions that You agree to when You download, access or use the Essence application.

Essence International s.r.o., is a limited liability company registered in the Czech Republic, with offices at Šumavská 15, 602 00 Brno, ID No.: 25316524, (“Essence,” “we,” “our,” or “us”) providing a software application that helps You manage your accounting and finances (the “Licensed Application”). This Software App End­User License Agreement (“Agreement”) provides You with a license to use the Licensed Application.

This Agreement is a binding legal agreement between Essence and you, the user of the Licensed Application (“You”)

The Licensed Application is licensed, not sold, to You for use only under the terms of this Agreement unless this Licensed Application is superseded by a separate written license agreement between You and Essence, in which case the terms of that separate license agreement will govern. We reserve all rights not expressly granted to You.

Essence is willing to provide the Licensed Application to You only on the condition that You accept all of the terms in this Agreement. By downloading, accessing or otherwise using the Licensed Application, You acknowledge that You have read this Agreement, understand this Agreement and agree to be bound by all of the terms of this Agreement. If You do not agree to the terms and conditions of this Agreement, Essence is unwilling to provide or make the Licensed Application available to You, and therefore, You must immediately cease all use of the Licensed Application.

You acknowledge that this Agreement is entered into between Essence and You, not with Microsoft Corporation, Microsoft and or one of their affiliates or another app marketplace, and we, nor Microsoft, nor Microsoft and are solely responsible for the Licensed Application and the content thereof.

In the case of inconsistencies between this Agreement and any other legal agreements between You and Essence, the inconsistent terms shall be construed as being supplemental and complementary to the fullest extent practicable, but ultimately this Agreement will govern and take precedence with respect to use of the Licensed Application.

1. Scope of License.

Essence grants You a limited, non­exclusive, non­transferable license to use the Licensed Application on any one mobile device that You own or control and as permitted by any usage rules set forth in the application store terms of service where You obtained the Licensed Application (the “Usage Rules”). You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of our and our licensors rights. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by us that replace and/or supplement the original Licensed Application, unless such upgrade is superseded by a separate written license agreement in which case the terms of that agreement will govern.

2. Your Data and Content.

a. Your Responsibility.

You represent, warrant and covenant to us that You have all rights and approvals necessary to upload, share or otherwise transfer data and content through the Licensed Application. We will endeavor to, but assume no obligation or liability hereunder to, maintain the integrity of your data and content. You understand that if you delete the Licensed Application, you will lose all of Your data and content. We do not assume responsibility or liability for data loss resulting from Licensed Application bugs or errors. You assume sole responsibility for Your data consumption under your applicable third­party data service plan and acknowledge that the online transfer of audio and video clips consumes significant amounts of data.

b. Our Usage.

You agree that we may collect and use technical data and related information, including technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. We may use this information, as long as it is in a form that does not personally identify You, to improve our products or to otherwise provide services or technologies to You. Notwithstanding the foregoing, our use of Your data and content is subject to our Privacy Policy, which is incorporated herein by reference and accepted by You.

3. Termination.

This Agreement is effective until terminated by You or us. Your rights under this license will terminate automatically without notice from us if You fail to comply with any term of this Agreement. We reserve the right to discontinue the Licensed Application at any time and without liability unless otherwise agreed in a separate written agreement. Upon termination of this Agreement for any reason, the license granted to You automatically terminates and You must cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.

4. Services; Third­Party Materials.

a. The Licensed Application may enable access to our and/or a third party’s services and web sites (collectively, "Services"). Use of the Services may require Internet access and that You accept additional terms of service.

b. You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that we shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.

c. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third­Party Materials”) or provide links to certain third party web sites. By using the Services, You acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third­Party Materials or websites. We do not warrant or endorse and we do not assume and will not have any liability or responsibility to You or any other person for any third­party Services, Third­Party Materials or web sites, or for any other materials, products, or services of third parties. Third­Party Materials and links to other web sites are provided solely as a convenience to You. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither we, nor any of our content providers, guarantee the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.

d. You agree that any Services contain proprietary content, information and materials (“Materials”) that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such Materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services or Materials, in any manner, and You shall not exploit the Services or Materials in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services or Materials in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that we are not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.

e. In addition, third party Services and Third­Party Materials that may be accessed from, displayed on or linked to or from Your device are not available in all languages or in all countries. We make no representation that such Services and Third­Party Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Third­Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. We, and our licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice.

In no event will we be liable for the removal of or disabling of access to any such Services. We may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

5. Maintenance and Support.

We assume no obligation under this Agreement to correct any bugs, defects or errors in the Licensed Application or to otherwise support or maintain the Licensed Application, except as may be required by applicable law. In any case, we are solely responsible for providing any such maintenance and support services. Microsoft and/or Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

6. NO WARRANTY.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK TO THE FULLEST EXTENT PERMITTED BY LAW AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CINEBODY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY. CINEBODY DOES NOT WARRANT (A) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, (B) THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, (C) THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR­FREE, OR (D) THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CINEBODY OR OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. In the event of any failure of the Licensed Application to conform to any applicable legally required warranty that cannot be disclaimed by us, You may notify Microsoft and/or Apple, and Microsoft and/or Apple will refund the purchase price for the Licensed Application to You; and that, to the maximum extent permitted by applicable law, Microsoft and/or Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and Microsoft and/or Apple will have no responsibility for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty.

7. Product Claims.

You acknowledge that we, not Microsoft and/or Apple, are responsible for addressing any claims of Yours or any third party relating to the Licensed Application or Your possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

8. Intellectual Property Rights.

In the event of any third­party claim that the Licensed Application or Your possession and use of the Licensed Application infringes that third party’s intellectual property rights, we, not Microsoft and/or Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim but only to the extent required by applicable law.

9. Limitation of Liability.

TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CINEBODY BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CINEBODY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Essence’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

10. Legal Compliance.

You may not use or otherwise export or re­export the Licensed Application except as authorized by Czech Republic and United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re­exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by the Czech Republic and United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

11. Commercial Item.

The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202­1 through 227.7202­4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished­rights reserved under the copyright laws of the Czech Republic and United States.

12. General.

a. Applicable Law and Jurisdiction.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Licensed Application or the Service must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred. The laws of the Czech Republic, excluding its conflicts of law rules, govern this license and Your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws. You agree to personal jurisdiction by and venue in Brno, the Czech Republic.

b. Enforcement.

If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to reimbursement of its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive from the other party.

c. Third­Party Beneficiary.

Microsoft and/or Apple, and Microsoft and/or Apple’s subsidiaries, are third­party beneficiaries of this Agreement, and, upon Your acceptance of this Agreement, Microsoft and/or Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third­party beneficiary thereof.

d. Force Majeure.

Essence will not be liable by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond Essence’s reasonable control.

e. Waiver.

The failure of Essence to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Essence in writing.

f. Contact Information.

If You have any questions, complaints or claims with respect to the Licensed Application You may contact us at info@essence.com.

g. Construction.

The headings of Sections of this Agreement are for convenience and are not to be used in interpretation.

h. Entire Agreement.

This Agreement constitutes the entire agreement between You and Essence and govern Your use of the Licensed Application, superseding any prior agreements between You and Essence regarding the use of the Licensed Application. The failure of Essence to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, You and Essence nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full

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