LICENSE AGREEMENT

PREFACE

This License Agreement is a legal agreement between you and ARedDot Inc., a Toronto limited liability company ("ARedDot").  Your consent to this License Agreement is required prior to completing the installation of GenderLabs™ ("SOFTWARE").  Use of the SOFTWARE constitutes your agreement to be bound by the terms of this License Agreement.

GRANT OF LICENSE

In consideration for your agreement to adhere to the terms and conditions of this License Agreement, ARedDot grants

you a conditional, personal, non-transferable and non-exclusive license to use, in object code form only, the SOFTWARE for its intended purposes (the "License").  This License Agreement permits you to use one copy of the SOFTWARE on a single computer.  The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (RAM) or

installed in permanent memory (hard disk, CD-ROM, portable disk, or other storage device) of that computer.

LIMITED WARRANTY

ARedDot offers no guarantees or warranties regarding the SOFTWARE for any purpose, including pregnancy achievement, pregnancy avoidance and gender preselection.  Users of the SOFTWARE understand that human reproduction is subject to

variables outside of the control of the SOFTWARE. Notwithstanding the foregoing, ARedDot warrants that the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt.  Any implied warranties relating to the SOFTWARE are limited to ninety (90) days.  Some countries/provinces/states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.  ARedDot has no obligation to provide maintenance or other support of any kind for the SOFTWARE, including

without limitation error corrections, updates, enhancements or other modifications. 

NO OTHER WARRANTIES 

To the maximum extent permitted by applicable law, ARedDot disclaims all other warranties, either express or implied,

including but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the SOFTWARE and the accompanying written materials.  This limited warranty gives you  specific legal rights.  You may have others which vary from jurisdiction to jurisdiction.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

To the maximum extent permitted by applicable law, in no event shall ARedDot be liable for any damages whatsoever (including without limitation, damages for the inability to achieve pregnancy, any unplanned pregnancy or any pregnancy with undesirable gender) arising out of the use of or inability to use this SOFTWARE, even if ARedDot has been advised of

the possibility of such damages.

INTELLECTUAL PROPERTY

Title to and ownership of the SOFTWARE shall at all times remain exclusively with ARedDot.  All intellectual property related to the SOFTWARE, including without limitation all copyrights, patents, and trademarks, are owned by ARedDot and are

protected by Canada/United States laws and international treaty provisions.  The SOFTWARE is proprietary and confidential information of ARedDot.  You must treat the SOFTWARE like any other copyrighted or patented material except that you may either (a) make one copy of the SOFTWARE solely for backup or archival purposes, or (b) transfer the  SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes.  In NO case may you copy written materials accompanying the SOFTWARE.

OTHER RESTRICTIONS

You may not sell, assign, license, sublicense, rent, lease or otherwise transfer, transmit or convey the SOFTWARE, or

any copies or modifications thereof, or any interest therein, to any third party.   You may not reverse engineer, decompile, disassemble or otherwise translate or modify the SOFTWARE.  If the SOFTWARE is an update or has been updated, any transfer must include the most recent update and all prior versions.

The License shall immediately terminate upon your failure to comply with the provisions of this Agreement, and ARedDot reserves all legal rights and remedies against you for breach of this License Agreement.

This License Agreement is governed by the laws of Canada and the Province of Ontario.