Important - Please Read Carefully

This REXwireless Software Licensing and Service Agreement ("RSLSA") is a legal agreement between you ("You" or "you") (either an individual or a single entity) and the REXwireless, Inc. ("REXwireless" or "REX") for the REXwireless software products todoMatrix and/or ideaMatrix, which includes computer software (designed for the RIM BlackBerry handheld computing platform ("BlackBerry") or general purpose computers ("GPC")) and associated media and printed materials, and may include "online" or electronic documentation, and software and communications services provided to the computer software by REXwireless's networked servers (collectively, "SOFTWARE PRODUCT"). By downloading, installing, copying, or otherwise using the SOFTWARE PRODUCT, You agree to be bound by the terms of this RSLSA.

If You do not agree to the terms of this RSLSA, promptly return the unused SOFTWARE PRODUCT to the place You obtained it from for a full refund. If the SOFTWARE PRODUCT was downloaded from REXwireless, please send an e-mail to customer.refunds -at-sign- REXwireless.com to initiate the refund process.

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

1. GRANT OF LICENSE

The RSLSA grants You the following rights:

The following section, Systems Software applies to all version of the SOFTWARE PRODUCT unless the Help - About dialog in the SOFTWARE PRODUCT specifies a Multi-user version.

Systems Software - You may install and use one copy of the SOFTWARE PRODUCT on a single BlackBerry or GPC at a time and only by one end user at a time.

Systems Software (Multi-User) - You may install and use copies of the SOFTWARE PRODUCT, up to, but not to exceed, the number of licenses shown on your purchase record.

Concurrent Use - A license for the SOFTWARE PRODUCT may not be used concurrently on different BlackBerrys or GPCs.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

Limitations on Reverse Engineering, Decompilation, and Disassembly - You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT.

Separation of Components - The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer.

Rental - You may not rent or lease the SOFTWARE PRODUCT.

Software Transfer - You may not transfer any the rights under this RSLSA without prior written consent of REXwireless.

Termination - Without prejudice to any other rights, REXwireless may terminate this RSLSA if You fail to comply with the terms and conditions of this RSLSA. In such an event, REXwireless may deactivate the SOFTWARE PRODUCT and You agree and must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

Development License Restrictions - These restrictions apply to anyone who develops Application Software that utilizes the SOFTWARE PRODUCT in a commercial distributed application. In every case without exception, the SOFTWARE PRODUCT cannot be used within another application without prior written permission from REXwireless.

3. UPGRADES

If the SOFTWARE PRODUCT is an upgrade from another product or version on the SOFTWARE PRODUCT, whether from REXwireless or another supplier, You may use the SOFTWARE PRODUCT only in conjunction with that upgraded product, and only in accordance with this RSLSA.

4. COPYRIGHT

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any server software components, networking components, applets, text, incorporated into the SOFTWARE PRODUCT), the accompanying printed or electronic materials, and any copies of the SOFTWARE PRODUCT, are owned by REXwireless. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, You must treat the SOFTWARE PRODUCT like any other copyrighted material except that You may either (a) make one copy of the SOFTWARE PRODUCT solely for the backup or archival purposes or (b) install the SOFTWARE PRODUCT on a single BlackBerry or GPC provided that You keep the original solely for backup or archival purposes. You may not copy any printed materials accompanying the SOFTWARE PRODUCT.

5. INJUNCTIVE RELIEF

The parties agree that if You utilize or otherwise use any of the SOFTWARE PRODUCT in an unauthorized manner, or breach the remaining terms of this RSLSA, such use or breach would have a devastating and serious impact on REXwireless's continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss, or damage to REXwireless. The parties agree that in such an event, in addition to REXwireless's right to recover damages for a breach of this RSLSA, REXwireless would be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction to prevent You, your employees, agents, consultants, or independent contractors from engaging in any further use of the SOFTWARE PRODUCT or continued breach of the remaining terms and conditions of this RSLSA.

6. DUAL-MEDIA SOFTWARE

You may receive the SOFTWARE PRODUCT in more than one medium. Regardless of the type of medium, You may only use one medium that is appropriate for your BlackBerry or GPC. You may not install the other medium on another BlackBerry or GPC. You may not rent, lease, or otherwise transfer the other medium to another user.

7. SOFTWARE PRODUCT COMMUNICATIONS

REXwireless SOFTWARE PRODUCT solutions are a combination of local handheld and server software that works in unison to deliver the unique REXwireless experience. REXwireless's SOFTWARE PRODUCT does not function as designed or intended without ongoing network connectivity and ongoing lack of access to the internet network voids all warranties as specified in the RSLSA as permissible by applicable law. You understand and agree that the SOFTWARE PRODUCT may and will communicate with the REXwireless network server systems, which at a minimum collect SOFTWARE PRODUCT performance data, troubleshooting data, backup user data, transmit programming and data to the handheld. These communications are bi-directional. If You do not want your user data transmitted to the central servers for backup / restore purposes, You may turn off this feature on the application menu; however, You agree that the application can and will continue to transmit control data, quality control data, and other programming data to and from network servers.

You agree to allow REXwireless to contact You no more than once monthly via e-mail, at REXwireless's option, for informational communications, and as needed for systems support and operational functions. Additionally, You agree that messaging may be sent to the SOFTWARE PRODUCT and displayed on the BlackBerry or GPC by REXwireless. You understand and agree that REXwireless will obtain and retain e-mail, telephone, and other identifying data regarding your BlackBerry or GPC. This information will be used primarily for ensuring proper licensing and service integrity and quality. This includes cataloging information regarding referrals in the REXwireless referral program to ensure that the referrer gets proper credit for successful referrals.

By trying REXwireless software, You grant REXwireless a limited right to contact You for up to 200 days after the trial period expires for quality assurance and marketing purposes. You may request to not be contacted by sending an e-mail to service.center@REXwireless.com with the subject line of: "do not contact".

You understand and agree that if there is any breach of the RSLSA, if a refund of the purchase price of the SOFTWARE PRODUCT is requested, or if the licensing payment does not complete successfully, including a refund requested through your credit card issuer, REXwireless can and will deactivate the SOFTWARE PACKAGE through network communications and that user data will be lost and no longer be available in such a case.

8. LIMITS OF COMMUNICATION ACCURACY AND TIMELINESS

You understand and agree that computer communications have many points of potential failure including but not limited to poor wireless signal, conflicting software on your BlackBerry or GPC, general state of your BlackBerry or GPC, battery levels of your BlackBerry or GPC, data routing issues in transit, server unavailability, and hardware and software failures at either end or on route. With this understanding, You agree to hold REXwireless harmless in all cases where data communications may have failed and understand that REXwireless services, such as but not limited to wireless backup, are provided on a best effort basis and will not be available at all times and locations.

9. PRIVACY

REXwireless's privacy policy is to never share your personal data such as e-mail address with any unrelated third party, nor to use that data for which we have not received your agreement. However, as stated above, certain data and communications are essential to the continued function of the SOFTWARE PRODUCT. If You do not want REXwireless to obtain your e-mail information or other data, do not download, try, or license this SOFTWARE PRODUCT.

10. MISCELLANEOUS

This RSLSA is governed by the laws of the State of Texas, and the parties to the RSLSA waive personal service of any and all process upon them and consent that all such service of process be made by registered mail and shall be deemed to be completed five (5) business days after the same shall have been deposited in the United States mail, postage prepaid. You waive any objection based on forum non conveniens and any objection to venue of any action under this RSLSA in any jurisdiction.

Should You have any questions concerning this RSLSA, or if You desire to contact REXwireless for any reason, please contact the REXwireless subsidiary serving your country or write to:

REXwireless, Inc.
P.O. Box 2921
Coppell, Texas 75019 USA

Phone: +1 214-677-9848 E-mail: support.center -at-sign- REXwireless.com Web: http://www.REXwireless.com

11. LIMITED WARRANTY

REXwireless warrants the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written or online electronic materials for a period of (90) days from the date of receipt. Some states or jurisdictions do not allow limitations on the duration of an implied warranty, so the above limitation may not apply to You. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT are limited to ninety (90) days.

12. LICENSEE REMEDIES

REXwireless's and its suppliers' entire liability and your exclusive remedy shall be, at REXwireless's option, either (a) return of the price paid, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet REXwireless's Limited Warranty. In the case of the return of price paid, the SOFTWARE PRODUCT must be properly deactivated and destroyed and REXwireless must receive a return of your purchase receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States and Canada, neither these remedies nor any product support services offered by REXwireless are available without prior proof of purchase from an authorized international REXwireless source.

13. NO OTHER WARRANTIES

TO THE MAXIMUM PERMITTED BY APPLICABLE LAW, REXWIRELESS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE PRODUCT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE / JURISDICTION TO STATE / JURISDICTION.

14. NO LIABILITY FOR DAMAGES

To the maximum extent permitted by applicable law, in no event shall REXwireless or it's suppliers be liable for any actual, special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for the loss of business profits, business interruption, loss of information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT, even if REXwireless has been advised of the possibility of such damages. Because some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.

15. SURVIVAL

The restrictions and obligations in this RSLSA which You have voluntarily agreed to shall survive any expiration, termination, or cancellation of this RSLSA, and shall continue to remain in effect for ten years, said period commencing on the day and year of the original agreement to bind You, and your employees, agents, successors, heirs, and assigns.

16. INTEGRATION

This RSLSA sets forth the entire Agreement and understanding between the parties as to the subject matter of the Agreement and supersedes all prior discussions, representations, and amendments of understandings of every kind and nature between them.

17. AMENDMENTS

Except as provided in this RSLSA, this RSLSA may not be amended, altered, or any of its provisions waived on behalf of either party except in writing executed by both parties' duly authorized agent.

18. ASSIGNABILITY

This RSLSA and the rights and duties under this RSLSA may not be assigned by You without prior written consent by REX.

19. BENEFIT

This RSLSA shall be binding upon and inure to the benefit of REXwireless and its successors and permitted assigns.

20. COUNTERPARTS

This RSLSA may be executed in one or more counterparts, each of which shall be enforceable against the party actually executing the counterparts, and all of which together shall constitute one instrument. You agree that selecting "accept" and proceeding to downloading the SOFTWARE PRODUCT is legal and binding agreement by You to the terms of the RSLSA.

21. CAPTIONS

Captions contained in this RSLSA are inserted for reference and in no way define, limit, extend, or describe the scope of the RSLSA or intent of any provision of the RSLSA.

22. SEVERABILITY

If any provision of this RSLSA is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this RSLSA shall continue in full force and effect without the said provision; provided however, that no such severability shall be effective if it materially changes the economic benefit of the RSLSA to the other party.

23. AUTHORITY TO EXECUTE

You warrant and represent to REXwireless that this RSLSA shall be binding upon You once executed, and that the individual executing this document is authorized, is legally capable and competent, or has been empowered to do so.