THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HIPLOGIC INC. ("HIPLOGIC") STATING THE TERMS THAT GOVERN YOUR USE OF THE SERVICE (AS DEFINED BELOW). THIS AGREEMENT, TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL HIPLOGIC POLICIES REFERRED TO IN THIS AGREEMENT, COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND HIPLOGIC. TO ACCEPT THESE TERMS, CLICK "AGREE". IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK "AGREE", AND DO NOT USE THE SERVICE. CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS ARE NOT ACCEPTABLE TO HIPLOGIC, AND HIPLOGIC MAY REFUSE TO PROVIDE YOU ACCESS TO THE SERVICE FOR NON-COMPLIANCE WITH ANY PART OF THIS AGREEMENT.

CARPHONE WAREHOUSE IS NOT A PARTY TO THIS AGREEMENT. THE SERVICE AND PRODUCTS (AS DEFINED BELOW) ARE BEING PROVIDED BY HIPLOGIC AND NOT CARPHONE WAREHOUSE.

1. SERVICE. The Application Shop made to available you by HipLogic (the "Service") permits you to license certain software "Products" (as defined below) under certain terms and conditions as set forth in this Agreement.

2. AGE REQUIREMENTS FOR USE OF THE SERVICE. This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

3. SYSTEM REQUIREMENTS. Use of the Service requires that you to download and install HipLogic's PhoneTop software ("HipLogic Software") under the terms of a separate end user license agreement. The latest version of the HipLogic Software is recommended to access the Service. From time to time, an upgrade to the latest version of the HipLogic Software may be required in order to make transactions from the Service, to download Products previously licensed from the Service (for example, Products in your download queue) or to take advantage of new features of the Service. The latest version of the HipLogic Software is available for download at no charge, and the minimum system requirements for running it are provided, at www.hiplogic.com. Use of HipLogic Software is subject to acceptance of its software license agreement presented at the time of installation.

   Use of the Service requires a compatible device, Internet access, and certain software, and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by these. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

   Use of the Service and the Products may result in additional charges by your wireless carrier (for example, airtime and text charges). You are solely responsible for all such fees. Please contact your wireless carrier for further information.

4. LICENSE OF PRODUCTS. The software products made available through the Service (the "Products") are licensed, not sold, to you. Your license to each Product obtained through the Service is subject to your acceptance of the Application License Agreement ("License Agreement") set forth below (and for some software applications in a separate end user license agreement that you may be asked to review and accept prior to your download and/or installation of such applications either with the provider of the Product (the "Publisher") or HipLogic). The licensor (whether HipLogic or another Publisher) reserves all rights not expressly granted to you in such licenses.

   Publisher Licenses. You acknowledge that your license of each Product through the Service is a binding agreement between you and the Publisher only, and that Publisher is solely responsible for the Product (including warranties and problems), and any claims you or any third party may have relating to the Product or your use of the Product. You acknowledge that HipLogic is solely acting as distributor for Publisher in delivering the Product to you; and HipLogic and Carphone Warehouse are not a party to such licenses, and are not responsible for the Product, the content therein, or any warranties or claims you or any third party may have relating to the Product or your use of the Product.

5. HIPLOGIC'S PRIVACY NOTICE. Except as otherwise stated herein, the Service is subject to HipLogic's Privacy Notice found at www.hiplogic.com, which is expressly made a part of this Agreement. Please read HipLogic's Privacy Notice to learn about how HipLogic collects, uses, and may disclose your information.

6. YOUR REGISTRATION and ACCOUNT.

   • You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data in order to keep it accurate, current, and complete. HipLogic may terminate your rights to any or all of the Service if any information you provide is false, inaccurate, or incomplete.
   • You agree that HipLogic may store and use the Registration Data you provide (including PayPal account information) for use in maintaining your accounts.
   • You are responsible for maintaining the confidentiality and security of the information used by you to access and manage your HipLogic account ("Account"). You should not reveal your Account information to anyone else because you are responsible for all activities that occur on or through your Account.
   • You agree to immediately notify HipLogic of any unauthorized use of your Account or any other breach of security. HipLogic shall not be responsible for any losses arising out of the unauthorized use of your Account which is not due to the negligence of HipLogic.
   • You agree not to access or attempt to access an Account that you are not authorized to access. You agree only to use unmodified software provided by HipLogic to access the Service. Breaches of system or network security may result in civil or criminal liability.

7. PAYMENT.

   a. Payment Method. Currently, HipLogic accepts payments through the PayPal service only. Accordingly, in order to license Products through the Service, you will need to establish an account with PayPal or utilize an existing account that you may have with PayPal. HipLogic may obtain a pre-approval from PayPal for an amount up to the amount of your order. Billing to your PayPal account occurs at the time of purchase or shortly thereafter. All billing will be in local currencies. All information that you submit to PayPal is subject to PayPal's terms of service and privacy policy.

   b. Payment for Products. You agree to pay for all Products licensed to you through the Service, and that HipLogic may charge your PayPal account for any Products licensed, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING HIPLOGIC WITH VALID PAYPAL ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the PayPal account that you designate during the registration process. If there is a change in your PayPal account status, you must change your PayPal account information online in your Account (there may be a temporary disruption of your access to the Service until HipLogic can verify the validity of the new PayPal account information).

   c. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time. Some Products may not operate properly if used outside of England, and HipLogic shall have no liability or responsibility therefor.

   d. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.

8. RIGHT OF WITHDRAWAL AND DELIVERY OF PRODUCTS; REFUNDS.

   a. You have the right to withdraw from your transaction without charge and without giving any reason until delivery of the Products have started. You do not have a right to withdraw from a transaction once delivery of the Products has started. The Product usage commences immediately when you begin to download Products from the Service and you will not have a right to cancel your contract once the service commences. All transactions are final.

   b. Interrupted Delivery to Device. If delivery of a Product you licensed on a device is interrupted, your transaction will be included in your download queue. You may resume the delivery to your HipLogic-authorized device by accessing the website at www.HipLogic.com.

   c. Refund Policy. On occasion, technical problems may delay or prevent delivery of your Product. YOUR EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO PRODUCT THAT IS NOT DELIVERED WITHIN A REASONABLE PERIOD WILL BE EITHER REPLACEMENT OF SUCH PRODUCT, OR REFUND OF THE PRICE PAID FOR SUCH PRODUCT, AS DETERMINED BY HIPLOGIC.

   d. On occasion, a licensed Product may become unavailable following a transaction but prior to download. Your sole remedy in such cases is a refund of the price paid for the unavailable licensed Product. Please contact HipLogic Customer Service for assistance in such cases at help@ HipLogic.com.

9. PRODUCT RISK OF LOSS. After being downloaded by you, Products cannot be replaced if lost for any reason without an additional charge to you. Once a Product is licensed and you receive the Product, it is your responsibility not to lose, destroy, or damage the Product, and HipLogic shall be without liability to you in the event of any loss, destruction, or damage which is not due to the negligence of HipLogic.

10. OBJECTIONABLE MATERIAL. You understand that by using the Service, you may encounter material that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit material. Nevertheless, you agree to use the Service at your sole risk and that HipLogic shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Application types and descriptions are provided for convenience, and you acknowledge and agree that HipLogic does not guarantee their accuracy.

11. INTELLECTUAL PROPERTY.

    a. Acknowledgement of Ownership. You agree that the Service, including but not limited to Products, graphics, audio clips, and editorial content, contains proprietary information and material that is owned by HipLogic and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, assign, transfer, distribute, sublicense or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

    b. Removal of HipLogic Content or Other Materials. Notwithstanding any other provision of this Agreement, HipLogic and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will HipLogic be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. HipLogic may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.

    c. Copyrights. All copyrights in and to the Service, including without limitation the App Store (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by HipLogic, its principals and its licensors, who reserve all their rights in law and equity. The use of any part of the Service, except for use of the Service as permitted under this Agreement, is strictly prohibited and infringes on the intellectual property rights of others and may subject you to civil and criminal penalties, including possible monetary damages, for copyright infringement.

    d. Trademarks. HipLogic, the HipLogic logo, and other HipLogic trademarks, service marks, graphics, and logos used in connection with the Service are trade marks or registered trade marks of HipLogic, Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trade marks and any use of such trade marks.

12. TERMINATION.

    a. Termination by HipLogic. If you fail, or HipLogic concludes that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide HipLogic with a valid PayPal account, or with accurate and complete Registration Data, failure to safeguard your Account information, breach any license to the software, or infringement or other breach of third parties' rights, HipLogic, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).

    b. Termination of the Service. HipLogic reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time, and HipLogic will not be liable. To the extent possible, HipLogic will warn you in advance of any modification, suspension or discontinuation of the Service. Termination of the Service will not affect the Products that you have already licensed.

13. GENERAL COMPLIANCE WITH LAWS. The Service is controlled and operated by HipLogic from its offices in the United States. You agree to comply with all laws, statutes, ordinances, and regulations that apply to your use of the Service.

14. ENFORCEMENT OF THESE TERMS. HipLogic reserves the right to take steps HipLogic believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to HipLogic's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights). You agree that HipLogic has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as HipLogic believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to HipLogic's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).

15. NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS OR WEBSITES. Certain content, Products, and services available via the Service may include materials from third parties. In addition, HipLogic may provide links to certain third party websites. You acknowledge and agree that HipLogic is not responsible for examining or evaluating the content or accuracy of any such third-party material or websites. HipLogic does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that HipLogic is not in any way responsible for any such use by you.

16. MAINTENANCE AND SUPPORT: The Publisher is solely responsible for providing any maintenance and support services with respect to its licensed Product as specified in the applicable end-user license agreement, or as required under applicable law. You acknowledge that HipLogic has no obligation whatsoever to furnish any maintenance and support services with respect to any third-party licensed Product. HipLogic will provide technical support via e-mail for the Service at help@ HipLogic.com.

17. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS.

    a. HIPLOGIC WILL PROVIDE THE SERVICE WITH REASONABLE CARE AND SKILL. HIPLOGIC DOES NOT MAKE ANY OTHER PROMISES OR WARRANTIES ABOUT THE SERVICE AND IN PARTICULAR DOES NOT WARRANT THAT: (I) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; AND (II) THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND HIPLOGIC DISCLAIMS ANY LIABILITY RELATING THERETO.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) THE SERVICE AND PRODUCTS ARE PROVIDED ON AN "AS IS" BASIS AND (2) HIPLOGIC AND THE PUBLISHER DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY OR NON-INFRINGEMENT OR THEIR EQUIVALENTS. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCTS. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU

    b. EXCEPT AS EXPRESSLY SET FORTH BELOW, IN NO CASE SHALL HIPLOGIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, PUBLISHERS OR LICENSORS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY HIPLOGIC, ITS DIRECTORS, OFFICERS, EMPLOYEES, PUBLISHERS OR LICENSORS WHERE: (1) THERE IS NO BREACH OF A LEGAL DUTY OF CARE OWED TO YOU BY HIPLOGIC OR BY ANY OF SUCH PERSONS; (2) IT IS NOT A REASONABLY FORESEEABLE RESULT OF ANY SUCH BREACH; (3) ANY INCREASE IN LOSS OR DAMAGE RESULTS FROM BREACH BY YOU OF ANY TERM OF THIS AGREEMENT; (4) IT RESULTS FROM A DECISION BY HIPLOGIC TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF HIPLOGIC' CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED; OR (5) IT RELATES TO LOSS OF INCOME, BUSINESS OR PROFITS, OR ANY LOSS OR CORRUPTION OF DATA IN CONNECTION WITH YOUR USE OF THE SERVICE.

    C. HIPLOGIC SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE IN ACCORDANCE WITH ITS PRIVACY POLICY, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND HIPLOGIC HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

    D. NOTHING IN THIS AGREEMENT REMOVES OR LIMITS HIPLOGIC' LIABILITY FOR FRAUD, FOR DEATH, OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.

    By using the Service, you agree you are liable to HipLogic, its directors, officers, employees, Publishers and licensors for any claims arising out of your breach of this Agreement, or any action taken by HipLogic as part of its investigation of a suspected breach of this Agreement by you or as a result of its findings or decision that a breach of this Agreement by you has occurred.

18. CHANGES. HipLogic reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be communicated to you and, if accepted, will be effective immediately and will be incorporated into this Agreement. In the event that you refuse to accept such changes, HipLogic will have the right to terminate the Agreement and prevent further transactions by you on the Service.

19. NOTICES. HipLogic may send you notice with respect to the Service by sending an email message to the email address listed in your HipLogic Account contact information, by sending a letter via postal mail to the contact address listed in your HipLogic Account contact information, or by a posting on the Service. Notices shall become effective immediately.

20. GOVERNING LAW. This Agreement and the use of the Service is governed by English law.

21. MISCELLANEOUS. This Agreement constitutes the entire agreement between you and HipLogic and governs your use of the Service, superseding any prior agreements between you and HipLogic. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. HipLogic' failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. HipLogic will not be responsible for failures to fulfill any obligations due to causes beyond its control.