API License

Last Updated: May 13, 2008

A. Grant of License

Subject to your ("Licensee's") full compliance with all of the terms and conditions of this API Agreement ("Agreement"), TrustMe Security, Inc. ("TrustMe") grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the TrustMe application program interface and other materials provided by TrustMe (collectively, "Developer Platform") to develop, reproduce and distribute non-commercial applications that interoperate with the TrustMe Public Key Name Server or any other product or service owned by TrustMe ("Applications"). Licensee may not install or use the Developer Platform for any other purpose (including without limit any commercial purpose) without TrustMe's prior written consent. For the sake of clarity, the sale of advertising on a website where an Application is hosted shall not alone constitute a commercial use under this Agreement, provided that the advertising is not integrated within the Application itself. Licensee shall not use the Developer Platform in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods and unsolicited mass distribution of email ("spam").

B. Proprietary Rights

The Developer Platform and all intellectual property rights in and to the Developer Platform are and shall at all times remain the sole and exclusive property of TrustMe and are protected by applicable intellectual property laws and treaties.

C. Other Restrictions

Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the Developer Platform, or (ii) otherwise use the Developer Platform on behalf of any third party. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of TrustMe or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, TrustMe shall own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, using the Developer Platform. Licensee hereby agrees to make all assignments necessary to accomplish the foregoing ownership.

D. Warranty Disclaimer

THE DEVELOPER PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, TRUSTME DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE DEVELOPER PLATFORM, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, TRUSTME DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE DEVELOPER PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.

E. Support and Upgrades

This Agreement does not entitle Licensee to any support for the Developer Platform, unless Licensee makes separate arrangements with TrustMe and pays all fees associated with such support. Any such support provided by TrustMe shall be subject to the terms of this Agreement.

F. Liability Limitation

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL TRUSTME BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE DEVELOPER PLATFORM, EVEN IF TRUSTME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

G. Indemnity

Licensee agrees that TrustMe shall have no liability whatsoever for any use Licensee makes of the Developer Platform. Licensee shall indemnify and hold harmless TrustMe from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the Developer Platform.

H. Term and Termination

This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Developer Platform, and shall so certify to TrustMe that such actions have occurred. TrustMe shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 6 through 11 and all accrued rights to payment shall survive termination of this Agreement.

I. Export Controls

Licensee shall comply with all export laws and restrictions. Licensee shall not export, or allow the export or re-export of the Developer Platform in violation of any Government imposed restrictions, laws or regulations. By downloading or using the Developer Platform, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

J. Miscellaneous

This Agreement constitutes the entire agreement between Licensee and TrustMe pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed by the laws of the Province of New Brunswick, without regard to its conflicts of law provisions and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. This Agreement may be amended only in writing, executed by TrustMe. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of TrustMe to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit TrustMe's rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without TrustMe&s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. TrustMe expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.

K. Inquiries

TrustMe Security Inc.
264 Botsford Street, Suite 200
Moncton, New Brunswick Canada E1C 4X7

If you have any questions, comments or concerns regarding this Agreement you may write to TrustMe for more information at the address above.