QUAPPA T E R M S

Privacy
Terms of Use
Sales & Delivery Terms

PRIVACY

Your privacy is important to us and we respect the information privacy of all visitors to our Web site and to our Web shop (collectively, "Web site").

If visitors send an email or letter to us, asking for information, we may need to pass it to one of our suppliers. We currently do not pass any of your messages to a third party unless you have given us permission to do so.

Log files allow us to record visitors' use of our Web site. We use this information to improve the layout of our Web site and the contents of it. Log files do not contain any personal information and we do not use them to identify any individual patterns of the use of our Web site.

Visitors to our Web site may be offered the opportunity to participate in email services but will also have the opportunity to opt out of any mailing list that may be created based on information provided upon registration.

Individual registration information submitted by visitors on our Web site will not be provided to any third party.

We take all reasonable steps to ensure that your data is kept securely.

Enjoy your stay on our Web site!

TERMS OF USE

Copyright

The contents of this Web site, including but not limited to design and layout elements such as logos, graphics, sound or images, are the property of Quappa and protected by copyright laws. They may not be copied or imitated in whole or in part unless expressly permitted by Quappa.

Any software and documentation (collectively, "Software") that is made available to download from Quappa's server is the copyrighted work of Quappa and/or its suppliers. Use of the Software is subject to the Terms, Licenses and Notices (collectively, "Terms") delivered to you together with the Software.

The Software is made available for download exclusively for use in accordance with those Terms!

Any reproduction or redistribution of the Software not in accordance with our Terms is expressly prohibited by law, and may result in severe civil and criminal penalties.

Violators will be prosecuted to the maximum extent possible.

Please note:
YOU ARE BREAKING A LAW WHEN USING OUR SOFTWARE BEYOND THE SCOPE OF OUR TERMS. COPYING OR REPRODUCTION OF OUR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.

Limitations on Data and Hyperlinks

Quappa will use reasonable efforts to include up-to-date and accurate information in this Web site, but makes no representations, warranties, or assurances as to the accuracy, currency or completeness of the information provided. Quappa shall not be liable for any damages or injury resulting from your access to, or inability to access, this Web site, or from your reliance on any information provided at this Web site or at any Web site to which this Web site may post a hyperlink or reference.

Third Party Websites

Quappa is not responsible for the content or practices of third party Web sites that may be linked to this Web site. Such links or pointers to other Web sites do not constitute an endorsement or approval by Quappa neither of the organizations that operate such Web sites nor on the content, privacy policies or other terms of use on such Web sites.

Notice regarding Cookies

Some of Quappa's Web pages may use cookies to better serve its visitors when they return to its Web site. You can set your browser preferences to reject all cookies.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF USE, PLEASE DO NOT USE OUR WEB SITE.

May 28, 2007 Quappa Inc., http://www.quappa.com

QUAPPA SALES AND DELIVERY TERMS

All sales, supplies and services performed by Quappa Inc. ("Quappa" ) for you as customer ("Customer", or "you") are exclusively governed by the terms and conditions as laid out in these Sales And Delivery Terms ("Terms") if they are not altered through explicit agreement signed by both parties.

1. Offers And Quotations.

Any price quotations provided by Quappa to you shall be valid for the period stated in the quotation. If no time period is stated, then they shall be valid for 30 (thirty) days from the date of the offer.

2. Order Processing And Orders.

Orders are typically processed within 48 hours after receipt. Orders placed are not binding until accepted by Quappa, via email order confirmation or otherwise in writing.

3. Prices.

Prices do not include charges for applicable taxes. Depending on your location Quappa may be obligated to collect taxes on the purchase price. All taxes shall be added to prices shown and you agree to pay same.

4. Charges And Payment Terms.

Invoices are due upon receipt of invoice and without deduction. Amounts are payable as specified on the invoice or the transaction document. You agree to pay accordingly, including any late payment fees like court and lawyers fees or administration costs. Any costs incurred because of delayed payment are charged to your account.

5. Delivery.

The software will be delivered to you via Internet delivery at no cost for you. Quappa delivers after receipt of payment. Title to the invoiced goods and licenses will only pass to you when full payment of the invoice is received by Quappa. For LEDA, CD-ROM delivery is optional at extra cost: Shipping and handling on CD we charge with USD 15.00. We deliver with US Postal Mail, standard delivery.

6. Supply And Services.

The conceptual formulation and description of task, documentation and target state shall be arranged in the written stipulations of the contractual parties. Where your collaboration is necessarily required you are obliged to support Quappa' efforts to fulfill its obligations.

7. Product License And Software Warranty.

The software is licensed to you, not sold.

Any software delivered by Quappa to you or any software downloadable from Quappa' Web site is the copyrighted work of Quappa or one of its suppliers.

Any use of the software is subject to the related license terms of the software and the software is made available to you exclusively for use in accordance with those license terms.

COPYING OR REPRODUCING THE SOFTWARE EXCEPT AS MAY BE EXPRESSLY PROVIDED OR PERMITTED IN THE SOFTWARE APPLICABLE LICENSE TERMS IS EXPRESSLY PROHIBITED AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES.

Violations will be prosecuted to the maximum extent possible.

QUAPPA AGREES TO PASS THROUGH ANY WARRANTIES FOR THE SOFTWARE MADE BY THE MANUFACTURER. QUAPPA MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTY WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, AND QUAPPA DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Quappa is not obliged to provide any support that exceeds basic technical support.

8. Liability And Indemnification.

Quappa, its employees or its subcontractors, is liable for direct damages out of (deliberately or gross) negligence, limited to the equivalent value of the service provided. Any further liability is excluded.

Quappa accepts no liability for indirect and consequential damage or for any loss of profit or anticipated savings, or losses arising from delay of services, if no deadline has been agreed in writing, or from consulting not being related to the object of the agreement unless it has been especially agreed and recompensed.

Quappa shall not be liable for any failure of or delay in performance of orders or contracts directly or indirectly caused by fire, flood, accident, riot, war, labor trouble or strike, embargo, shortage of labor, material, fuel or power, lack of transportation, compliance with governmental requests, laws, orders, or regulations, damages due to force majeure, or any other causes beyond Quappa’s reasonable control.

Any claims for damages against Quappa shall be subject to the applicable statutory limitation periods.

The liability of Quappa exclusively pursues the paragraphs above. Any further claims not explicitly granted therein are excluded. Deviations thereof solely apply if after the applicable mandatory law the liability may not be excluded or limited.

Third party claims for damages cannot be forwarded against Quappa.

9. Non-Disclosure.

Both Quappa and you understand and acknowledge that a confidential information has been developed or obtained by the investment of significant time, effort and expense, and that the confidential information is a valuable, special and unique asset and thus has to be protected from improper disclosure. Both parties agree to hold the confidential information in confidence during the term of this Agreement and for a period of five (5) years after termination of this Agreement and not to disclose it to any third person.

10. Privacy.

(a) You agree that - in conjunction with the business you have been doing with Quappa and in accordance with the law - your company and personal data will be saved and processed in the database of Quappa.

(b) Quappa is entitled to name you as a reference customer.

11. Miscellaneous Terms.

(a) These Terms are governed by the laws of the Commonwealth of Virginia, without regard to that or any other jurisdiction's choice of law rules. The parties agree that the United Nations Convention for the International Sale of Goods shall not apply in any way to this Agreement and/or the services contemplated herein. Except for disputes involving any IP Matters (as defined below in this Section 11 (a)), all other disputes arising out of or relating to the interpretation or performance of this Agreement shall be resolved and settled by arbitration at the offices of the German Industry and Trade (D.I.H.T.) in Washington, D.C., in accordance with the arbitration rules of the American Arbitration Association (“AAA Rules”) by a panel consisting of three (3) arbitrators to be selected in accordance with the AAA Rules. Any arbitrator of such panel shall have at least ten (10) years of legal experience and shall be experienced in the area of information technology. Such arbitration shall be binding, and the judgment upon the award rendered in the arbitration may be entered in any court of competent jurisdiction for resolution. The use of any mediation procedures prior to the arbitral proceeding will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party. The prevailing party in such arbitration shall be entitled to recover from the other party the reasonable attorney's fees, costs, and expenses incurred by such prevailing party in connection with such arbitration and following action or proceeding. Each party waives and agrees not to assert any defense in a proceeding for the enforcement of such an arbitral award that such arbitrational proceeding lacked jurisdiction over the party, claim an inconvenient or improper forum, or the like. The parties agree that for any claims or disputes concerning patent rights, trademark rights, or copyrights, the substantive law of the country having jurisdiction over such property or over matters affecting such intellectual property rights (“IP Matters”) shall be applied. The parties agree that for any IP Matters any court having jurisdiction over such provisions or over matters affecting such provisions shall be competent to rule over such IP Matters, and either party agrees that any decision rendered by such courts shall be given full faith and credit by other jurisdictional body having jurisdiction over such party. Each party waives its right to personal service of any process upon it and consents that all service of process shall be made by registered mail to the last address of record for such party.

(b) Waiver of any breach or failure to enforce any Section of these Terms shall not be deemed a waiver of any breach or right to enforce which may thereafter occur.

(c) These Terms together with the software product license terms comprise the entire agreement between the parties, and supersedes all prior representations and agreements. All modifications or extensions of these Terms must be in writing signed by both parties.

(d) Any term herein found by a court of competent jurisdiction to be illegal or unenforceable shall be reformed automatically as necessary to cure the offending term, and the remainder that can be given effect shall be given effect and

(e) Customer agrees that these Terms are reasonable.

May 29, 2007
Quappa Inc.