BEST ARB SOFTWARE END USER LICENSE AGREEMENT

TERMS AND CONDITIONS

A. BEST ARB GENERAL END USER LICENSE AGREEMENT.

Thank you for selecting the Software offered by World Investment and Research Limited or its Affiliates (referred to as "W-I-R-L," "we," "our," or "us"). Please review these license terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and W-I-R-L. By clicking "I AGREE," indicating acceptance electronically, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the BEST ARB Software including content, updates and new releases (collectively, the “Software”) and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein.

1.2 An "Affiliate" means all BEST ARB companies and subsidiaries that directly or indirectly, control or are controlled by W-I-R-L, or are under the common control with W-I-R-L. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.

2. LICENSE GRANT AND RESTRICTIONS

2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and W-I-R-L reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, W-I-R-L grants you a personal, limited, non-exclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with W-I-R-L’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by W-I-R-L for the Software.

2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by W-I-R-L in writing, you agree you will not:

• Provide access to or give the Software or any part of the Software to any third party;
• Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
• Transfer your license to the Software to any other party without express written permission from W-I-R-L;
• Attempt unauthorized access to any other W-I-R-L systems that are not part of the Software;
• Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
• Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting or other remote access arrangement.

If you violate any of these terms, this Agreement and your license to use the Software may be terminated by W-I-R-L in its sole discretion.

3. PAYMENT.

For Software licensed on a payment or subscription basis, the following terms apply, unless W-I-R-L notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

a. Payments will be billed to you in United States dollar ($), and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
b. You must pay with one of the following:
    1. A valid credit card acceptable to W-I-R-L;
    2. A valid debit card acceptable to W-I-R-L;
    3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
    4. By another payment option W-I-R-L provides to you in writing.
c. If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of the Software.
d. Additional cancellation or renewal terms may be provided to you on the website for the Software.

4. TRIAL VERSIONS AND BETA FEATURES.

If you registered for a trial use of the Software ("Trial Period"), you must decide to purchase a Software license within the Trial Period in order to retain any Content (defined in Section 6) that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Software during the trial period, if you decide not to purchase the license to the full version of the Software, you will not be able to access or retrieve any of the data you added or created with the software during the trial.

Moreover, if you have signed up for a trial-user version of the Software/Subscription, you are granted a limited non-exclusive license to use the Software so that one (1) individual may access the Software/Subscription on a single computer. You may print one (1) copy of any online user documentation in relation to the Subscription and/or the Software, however, you cannot make multiple copies of any online user documentation or printed materials that accompany the Software (if any).

5. YOUR PRIVACY AND PERSONAL INFORMATION.

You can view W-I-R-L’s Privacy Statement on the W-I-R-L website, or via link on the website for the Software you have selected. You agree to be bound by the applicable W-I-R-L Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:

• To W-I-R-L maintaining your data according to the W-I-R-L Privacy Statement, as part of the Software.
• To give W-I-R-L permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Software. By way of example, this means that W-I-R-L may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
• W-I-R-L is a global company and may access or store personal information in multiple countries that may be deemed to have inadequate protections by government authorities. When you agree to this Agreement, you agree to this practice.

6. CONTENT

6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, or other materials ("Content") uploaded, posted or stored through your use of the Software. You grant W-I-R-L a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. You agree not use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. W-I-R-L is not responsible for the Content or data you provide through your use of the Software. You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
c. Except as otherwise permitted by W-I-R-L in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

6.2 Community forums. The Software may include access to a community forum to exchange information with other users of the Software and the public. Please use respect when you interact with other users. W-I-R-L does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which W-I-R-L is not responsible.

W-I-R-L may, but has no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect W-I-R-L or its customers, or operate the Software properly. W-I-R-L, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

6.3 W-I-R-L may freely use feedback you provide. You agree that W-I-R-L may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant W-I-R-L a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to W-I-R-L in any way. W-I-R-L will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

7. ADDITIONAL TERMS YOU AGREE TO

7.1 We may tell you about other W-I-R-L services. You may be offered other services, features, products, applications, online communities, or promotions provided by W-I-R-L ("W-I-R-L Services"). If you decide to use any of these W-I-R-L Product or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some W-I-R-L Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant W-I-R-L permission to use information you provide and about your experience so that we can provide the W-I-R-L Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant W-I-R-L permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant W-I-R-L permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

7.2 We may tell you about third party products or services. W-I-R-L may offer products and services on behalf of third parties who are not affiliated with W-I-R-L ("Third Party Products") or the Software may contain links to third party websites ("Third Party Sites").You agree that W-I-R-L can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated W-I-R-L contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that the third parties, and not W-I-R-L, are responsible for their product’s performance and the content on their websites. W-I-R-L is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

7.3 Communications choices. W-I-R-L may be required by law to send you communications about the Software or Third Party Products. You agree that W-I-R-L may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices, which will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some types of communication, such as marketing messages.

7.4 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact W-I-R-L as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.

7.5 If you elect to convert from one version of the Software to another (e.g., from the Trial version to Personal or Enterprise version), your use of the new version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have such version, you may no longer use the original version of the Software on any computer.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, W-I-R-L, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. W-I-R-L AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, W-I-R-L DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

8.2 W-I-R-L AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.

9. LIMITATION OF LIABILITY AND INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF W-I-R-L, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, W-I-R-L AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET W-I-R-L SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF W-I-R-L AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF W-I-R-L, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS SUBSCRIPTION AND USE, AS WELL AS THE APPLICABLE SETUP SERVICE, UPDATE SERVICE, AND TECHNICAL SUPPORT/SUPPORT SERVICE IN CONNECTION THERETO.

You agree to indemnify and hold W-I-R-L and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). W-I-R-L reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by W-I-R-L in the defense of any Claims.

10. CHANGES TO THIS AGREEMENT OR THE SOFTWARE

We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after W-I-R-L posts or otherwise notifies you of any changes, indicates your agreement to the changes.

11. TERMINATION

W-I-R-L may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect W-I-R-L’s rights to any payments due to it. W-I-R-L may terminate a free account at any time. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software. Sections 1.2, 5, and 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

W-I-R-L reserves the right to discontinue all support for the W-I-R-L Software, and/or for any features, online or other services or content accessible through the W-I-R-L Software. If the W-I-R-L Software offers services that require a connection to an W-I-R-L server (including Internet-based services), such as downloading data from other websites including online sports betting sites, such services may expire in accordance with W-I-R-L's current discontinuation policy.

12. EXPORT RESTRICTIONS

You acknowledge that this website, the Software, and the underlying software may include technical data subject to restrictions under export control laws and regulations administered by governmental authorities. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.

13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by, and construed in accordance with, the laws of Singapore. To resolve any legal dispute arising from this Agreement, you and W-I-R-L agree to the exclusive jurisdiction of the courts of Singapore. W-I-R-L does not represent that the Software is appropriate or available for use in all countries. W-I-R-L prohibits accessing materials from countries or states where contents are illegal. You are using the Software on your own initiative and you are responsible for compliance with all applicable laws.

14. LANGUAGE

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.

15. GENERAL

This Agreement is the entire agreement between you and W-I-R-L and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of W-I-R-L. However, W-I-R-L may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by W-I-R-L or (c) a successor by merger. Any assignment in violation of this Section shall be void. You agree that, for the purposes of the Contracts (Rights of Third Parties) Act 1999, W-I-R-L’s affiliates and subsidiaries are third party beneficiaries and shall be entitled to enforce the terms of this Agreement against you but any changes may be made to this Agreement by W-I-R-L without their consent. Save as expressly provided for in the previous sentence, this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact W-I-R-L via an email to: transfer_license@W-I-R-L.com.