Age Verification Software License Agreement

10.20 Age Verification Software License Agreement

THIS AGREEMENT made this day of 20 (the "Effective Date") by and between Vendor, a with a place of business at ("Vendor") and Inc., a corporation with its primary office at ("Licensee").

WHEREAS, Licensee, among its other activities, is a vendor of online age verification services to its customers ("Customers") for their use in connection with their web sites;

WHEREAS, Vendor is who has developed an online age verification software product labeled ;

WHEREAS, Licensee desires to license from Vendor, and Vendor desires to license to Licensee, Licensor's online age verification software product on the terms and subject to the conditions set forth below.

NOWTHEREFOR, In consideration of the mutual promises set forth herein, Licensee and Vendor hereby agree as follows:

1. SOFTWARE LICENSE

1.1 License. Vendor hereby grants to Licensee a worldwide, enterprise-wide, irrevocable (subject to Section 1.2), exclusive (subject to Section 1.3) license (the "License"), during the Term (as defined in Section 1.6), to use the programs supplied hereunder (the "Program") and other materials related thereto (the "Documentation", which collectively with the Program is referred to herein as the "Software"), on Licensee's Web site(s) (each, a "Licensee Site") solely within the AVS Market (as defined in Section 1.3) for the purpose of making age verification services using the Program available to its Customers who have signed (whether by written signature or by electronic acceptance means) an agreement having substantially the disclaimer set forth in Section 5.6 (each, a "Customer Sublicense Agreement"). Licensee may grant a limited, non-exclusive sublicense of the License to its Customers to use the Software through a Licensee Site, pursuant to a Customer Sublicense Agreement. The Customer Sublicense Agreement shall notify Customers of an absolute prohibition on their reselling or sub-licensing the Software or the Documentation to third parties.

Vendor also provides a limited, non-exclusive right to utilize the trademark in conjunction with its use of the Software, during the term of this agreement. For the avoidance of doubt, nothing in this Agreement shall obligate Licensee to use the Software, and Licensee shall have the right to terminate this Agreement for any reason or no reason upon thirty (30) days written notice to Vendor. In the event of such termination for no cause prior to the expiration of the term stated in Section 1.6, no fees paid by Licensor to Vendor under this agreement shall be returned.

1.2 Limitations on License and Transfer of Intellectual Property. No right or license is being conveyed by Vendor to use the Software or the Documentation at any location or in any medium other than as described in Section 1.1. Licensee shall not resell the Software, however Licensee may sub-license the Software to its Customers in accordance with Section 1.1, whether or not a fee is charged for such sub-license. Licensee agrees to provide Licensor proper accreditation as the creator of the Software and author of the Documentation, as designated by the Vendor, subject to Licensee's approval. Other than provided above, Vendor retains all other rights to, and interest in, the Software and the Documentation. Nothing contained herein shall constitute a waiver of any such rights. Upon termination of this agreement, all rights conveyed herein shall revert to Vendor, as limited by any "wind down" period rights exercised by Licensee pursuant to Section 8.

1.3 AVS Market Exclusivity. The term, "AVS Market" means the market for providing online age verification services to third parties for the purpose of providing user access to such third parties' web sites. Without limitation of the foregoing, Vendor shall retain the right to grant licenses in the Software outside of the AVS Market, meaning that Vendor shall have the right to license, and provide services to other entities using the Software and the Documentation solely for such entities' use on their own web sites (such entities referred to herein as "Web Masters"), for their internal use only, where such Web Masters are not authorized to use the Licensed Software for third parties (other than the end users of their web sites), or to enable third parties (other than the end users of their web sites) to use the Licensed Software.

1.4 The Program. The Program will consist of the software set forth on Schedule A, including but not limited to any Updates and Error corrections provided pursuant to Section 6 as well as a fully commented and documented copy of the source code form of such software and all relevant commentary, including explanation, flow charts, algorithms and subroutine descriptions, memory and overlay maps and other documentation of the source code. Licensee will have the right to make additional copies of the Program as necessary for use in accordance with the License.

1.5 Documentation. The Documentation will consist of the Warning Page language described in Section 5.3, any and all operator's and user's manuals, training materials, guides, commentary, listings and other materials for use in conjunction with the Program, including but not limited to that as set forth in Schedule A. Vendor is required to deliver to Licensee, upon request, copies of said Documentation. Licensee will have the right to make as many additional copies of the Documentation as it may deem necessary for use in accordance with the License.

1.6 Term. The term of this Agreement (the "Term") shall commence on the Effective Date and end six (6) months thereafter. At the end of the Term, Licensee shall have the right of first refusal to extend the Term, pursuant to mutually agreeable terms and conditions (including, without limitation, price). Vendor shall notify Licensee in writing of Licensee's opportunity to negotiate an extension of this agreement pursuant to this Section 1.6 at least thirty (30) days prior to the expiration thereof. The parties shall then have an opportunity to negotiate such extension until the expiration of this agreement, (exclusive of any wind down period contained in Section 8).

1.7. Termination and Expiration. In the event that a mutually acceptable extension is not agreed upon by the expiration of this agreement, all rights to the Software and the Documentation shall revert to the Vendor, and Licensee shall discontinue all use of the Software and the Documentation subject to Section 8. Either Party may terminate this agreement based on a material breach by the other party, in the event that the breaching party fails to cure the breach within thirty (30) days of receipt of written notice thereof. In the event of a breach by the Licensee of its payment obligations hereunder, which breach remains uncured for thirty (30) days following Licensee's receipt of written notice from Vendor thereof, Vendor shall have the right to terminate this Agreement by written notice to Licensee, in which event all rights to the Software and the Documentation shall automatically revert to Vendor without further legal process, and Licensee shall cease using, displaying, promoting or accessing the Software or the Documentation. The "wind down" rights shall not apply in the event of termination by Vendor pursuant to this Section 1.7 as a result of material breach by Licensee of its obligations under this Agreement. No provision in this Section shall limit the legal rights or remedies of either party.

1.8 Section 365 (n). All rights and licenses granted under or pursuant to this Agreement by Vendor to Licensee are, and shall otherwise be deemed to be, for purposes of Section 365 (n) of the United States Bankruptcy Code (the "Code"), licenses to rights to "intellectual property" as defined under the Code. The parties agree that Licensee, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Code.

2. ENVIRONMENT

2.1 Operating Environment. Vendor represents and warrants that the list set forth on Schedule B contains all of the third party hardware, software and other products composing the environment that will be necessary and appropriate for Licensee to host and operate the Programs fully and correctly in accordance with the Specifications (as defined in Section 5.4 ) (the "Licensee-Provided Third Party Products"), with the sole exception of any such third party products that Vendor will provide under this Agreement (considered a subset of the Software, included in the fees expressly set forth on Schedule A, the "Vendor-Provided Third Party Products"). The Licensee-Provided Third Party Products and the Vendor-Provided Third Party Products shall be referred to together in this Agreement as the "Third Party Products." The Third Party Products together with the Software shall be referred to together in this Agreement as the "Environment." Vendor represents and warrants that the Programs will be capable of operating fully and correctly with the Third Party Products, and that no other products are necessary for the Programs to function fully and correctly in accordance with the Specifications. If any Third Party Product is no longer available or supported, Vendor shall promptly and at its sole cost make such modifications to the Software so as to provide Licensee with uninterrupted functionality of the Software as described in this Agreement.

2.2 Third Party Rights. Vendor will obtain and maintain, in writing, at no additional expense to Licensee, all third party licenses, rights, consents, permissions and approvals, for Licensee's benefit and subject to Licensee's written approval in each instance, as are necessary or appropriate in connection with Licensee's receipt and use of the Vendor-Provided Third Party Products. Vendor shall, at its sole expense, assign to Licensee any and all warranties, guarantees, representations, indemnities and source code escrow rights, if any, with respect to any Vendor-Provided Third Party Products, to the extent that such assignment is permitted. To the extent such warranties, guarantees, representations, indemnities and source code escrow rights are not assignable by Vendor, Vendor agrees that Licensee may assert or enforce any right that Vendor may have to enforce such warranties, guarantees, representations, indemnities and source code escrow rights, or if such can only be asserted or enforced by Vendor and in its own name, upon Licensee's request and at Licensee's sole expense, Vendor shall take all reasonable action requested by Licensee to assert and enforce such warranties, representations, indemnities and source code escrow rights to Licensee's benefit.

3. CUSTOMIZATIONS

If Licensee so requests, Vendor shall customize or enhance the Software to meet Licensee's needs at rates no higher than the professional services rates set forth on Schedule A or, at Licensee's option, at other mutually agreeable rates or at a mutually agreeable fixed price. The terms and conditions for such customization and/or enhancement services shall be set forth in a separate mutually agreed-upon services agreement.

4. DELIVERY, INSTALLATION AND ACCEPTANCE

4.1 Delivery and Installation. Within the time frames set forth on Schedule A, Vendor cause all Software to be delivered to Licensee for Licensee's installation in the Environment. Upon Licensee's request, Vendor shall provide reasonable assistance to Licensee in its installation and implementation of the Software.

4.2 Acceptance. Upon installation of the Software, Licensee shall test and evaluate the Software to determine whether it materially conforms to the Specifications. If Licensee determines in its reasonable judgment that the Software does not pass such acceptance testing criteria, Licensee shall notify Vendor in writing that it is rejecting such Software, specifying the alleged deficiencies in reasonable detail. Within ten (10) business days of Licensee's rejection notice to Vendor, and at no charge, Vendor shall correct any such deficiencies and shall resubmit such Software to Licensee, and Licensee shall then re-evaluate such Software to determine whether the resubmitted Software satisfies such acceptance testing criteria ("Correction Process"). If Vendor does not, in Licensee's reasonable judgment, remedy the deficiency, Licensee may elect either to allow Vendor to repeat the Correction Process until Licensee accepts the Software, or Licensee may at any time, without limitation of its rights and remedies at law and in equity, terminate this Agreement with Licensee having no further liability or obligation, in which event Vendor shall immediately refund all sums paid by Licensee to Vendor under this Agreement. Upon accepting the Software, Licensee shall provide a written notice of acceptance to Vendor ("Acceptance"). All Licensee's payment obligations under this Agreement shall be subject to Licensee's Acceptance of the Software, and shall be refunded by Vendor in the event of Licensee's termination of this Agreement pursuant to this Section 4.2.

5. WARRANTIES

Vendor hereby warrants and represents to Licensee as follows:

5.1 Authority; Non-Infringement. Vendor has full rights and authority to execute, deliver and perform its obligations under this Agreement, is the owner of the Software or otherwise has the right to grant to Licensee the licenses hereunder without violating any rights of any third party, and there is currently no actual or threatened suit by any third party based on an alleged violation of any such right by Vendor; neither the Software, nor Licensee's use thereof pursuant to the terms of this Agreement, infringes, misappropriates or violates, or shall infringe, misappropriate or violate, any third party intellectual property, proprietary or contractual right;

5.2 Services. The services provided by or on behalf of Vendor hereunder will be performed in a competent, professional and workmanlike manner using fully qualified personnel, consistent with the highest industry standards;

5.3 Warning Page. Vendor is the author of the Warning Page language, a sample of which has been deposited with the U.S. Copyright Office.

5.4 Software. The Software shall, at all times: (i) be free from defects in material and workmanship under normal use and remain in good working order, and (ii) function properly and in conformity with this Agreement and with the descriptions and specifications set forth in the Documentation (collectively, the "Specifications"); and

5.5 Virus. The Programs shall be free of viruses, worms, logic bombs, Trojan horses, or similar malicious instructions, techniques, or devices capable of disrupting, erasing, disabling, damaging, or shutting down a computer system or software or hardware component thereof, and the Programs do not and will not contain any computer code that would automatically disable the Programs or Environment, or impair, or enable Vendor to impair, in any way the operation thereof based on the elapsing of a period of time, exceeding an authorized number of copies or users, advancements to a particular date or other numeral, or other similar self-destruct mechanisms (sometimes referred to as "time bombs", "time locks", "locking devices" or "drop dead devices") or that would permit Vendor to access the Programs to cause such disablement or impairment (sometimes referred to as a "trap door" or "back door" device).

5.6 Legal Age Verification. Licensee acknowledges and agrees that Vendor does not represent or warrant that use of the Software to verify the age of individuals complies with any law that requires age verification or under which an individual's age is a relevant factor. Licensee further acknowledges and agrees that Vendor also does not warrant any particular legal result will be obtained by use of the Software. Licensee or its Customers shall be fully responsible for any risk involved in using the Software to comply with any applicable law.

6. SUPPORT

6.1 Support. Vendor shall maintain the Software in good working order, keep it free from defects in material and workmanship, and remedy any failure of the Software to perform in accordance with this Agreement, including the warranties set forth herein, or which impairs Licensee's use thereof, or any other malfunction, defect or non-conformity in the Software, so long as such failure is not caused by misuse of the Software or an interaction between the Software and Licensee's own proprietary software or systems. Vendor shall work diligently and continuously to resolve, as soon as practicable, any error in the Software that materially impacts Licensee's business or its services to its Customers and/or end users.

6.2 Updates. Vendor shall deliver to Licensee, in a timely manner as they are released by Vendor, any and all Software modifications, enhancements, repairs, error and bug fixes, patches, new versions, new releases, upgrades and updates to the Software which Vendor releases (collectively, "Updates"). For each Update, Vendor warrants and represents that the Update shall be cross-compatible with prior versions of the Software and the Third Party Products and that the installation of such Update shall not give rise to any additional costs or adversely affect the Software performance as warranted herein. Licensee shall have the right to refuse to utilize any Update, and such refusal shall not relieve Vendor of its obligations for support, warranty and maintenance of the Software.

6.3 Support. Vendor, or its agents, technicians or contractors, shall provide to Licensee, without additional charge, all reasonably necessary training, telephone or written consultation requested by Licensee in connection with its use and operation of the Software or any problems therewith.

7. FEES AND PAYMENT

The fees for the licenses and services under this Agreement shall be as set forth in Schedule A. Payment terms are as follows:

The initial $ payment shall be made upon Licensee's Acceptance of the Software. The first monthly fee of $ shall also be tendered upon Acceptance of the Software. Subsequent monthly payments shall be made each month thereafter. All payments shall be due within thirty (30) days of Licensee's receipt of a valid, undisputed invoice. A ten (10) day grace period will be provided in connection with each monthly due date.

Vendor represents and warrants that the fees set forth on Schedule A represent all of the fees that will be payable by Licensee under this Agreement.

8. TRANSITION

In any event of termination or expiration of this Agreement or the License, Licensee shall have the right, as necessary in Licensee's discretion, to continue to exercise its rights hereunder for a wind-down period of three (3) months after the date of such termination, such that such termination and transition to an alternative product shall be orderly, efficient and seamless and, to the extent possible, have no impact on Licensee's Customers or end users. In the event that Licensee chooses to exercise its rights to the wind down period, the monthly license fee shall continue to be paid on the same schedule, with the license fee for the final month being pro rated for the actual number of days the Software is used by Licensee during the final month.

9. INDEMNITY

9.1. Indemnification. Vendor agrees, at its own expense, to indemnify, hold harmless and defend Licensee and its Affiliates (as defined in Section 9.3) and each of their present and future partners, officers, principals, directors, shareholders, members, employees, contractors and agents (collectively, the "Indemnified Parties") from and against any and all claims, causes of action, demands and actions (collectively, "Claims") and any and all liabilities, losses, debts, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of, resulting from, or related to: (a) any claim that the Software, or the use of the Software in the Environment, infringes, misappropriates or violates any patent, copyright, trade secret right, trademark, trade name or service mark right or any other intellectual property or proprietary right of a third party (an "Infringement"), (b) a breach of any representation, warranty, or covenant of Vendor under this Agreement, (c) a breach of Vendor's confidentiality obligations under this Agreement, (d) the gross negligence, willful misconduct, fraud or other unlawful act or failure to act by Vendor or any employee, agent or contractor of Vendor, or (e) personal injury or death or damage to property arising out of the fault or negligence of Vendor or any employee, agent or contractor of Vendor. Licensee shall give Vendor prompt notice of any such claim and Licensee shall allow Vendor to control the defense of such action and shall provide reasonable assistance in its defense, at Vendor's expense, with counsel designated by Vendor. The Indemnified Parties shall also have the right to participate in the defense hereunder at their own expense (provided that if counsel is employed by an Indemnified Party due to a conflict of interest or because Vendor does not assume control of the defense, Vendor will bear such expense), with counsel of its choosing. No failure to notify Vendor of a claim shall relieve Vendor of its obligations under this Section 9 except to the extent, if any, that Vendor is materially prejudiced by such failure. Any disposition or settlement that imposes any liability on or affects any right or interest of an Indemnified Party will require the Indemnified Party's prior written consent. Vendor's obligations shall include, without limitation, the obligation to compensate the Indemnified Parties for their costs and expenses incurred in enforcing their rights to have Vendor perform Vendor's indemnification obligations under this Section 9.

9.2. Infringement. If the Software is held to constitute an Infringement or its use is enjoined, or likely to be enjoined, or it becomes or, in the opinion of Vendor, is likely to become, the subject of a claim of Infringement, Vendor shall, at its sole expense, use its best commercial efforts to procure for Licensee the right to continue using the Software as set forth in this Agreement, or replace or modify the Software to make it non-infringing with equivalent functionality and features, and in accordance with its warranties. If neither of the foregoing alternatives is reasonably available to Vendor after using its best commercial efforts, then Vendor shall accept the return of the Software and refund all sums paid by Licensee to Vendor under this Agreement, on a pro rata basis, and compensate Licensee for any fees due or paid by Licensee for any Licensee-Provided Third Party Products.

9.3. Affiliates. Licensee's "Affiliates" shall mean any other entity as to which Licensee directly or indirectly possesses the power to direct or cause the direction of such entity's management and policies, whether through the ownership of voting securities, by contract, management agreement or otherwise.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party agrees to hold the other party's Confidential Information (as defined below) in confidence and not to disclose such information to third parties or use such information for any purposes whatsoever, other than as absolutely necessary to perform its obligations, or to exercise its rights under this Agreement, without the express written permission of the other party. Without limiting the foregoing, each party shall be permitted to disclose Confidential Information only to its officers, employees and agents who have an absolute need to know such Confidential Information in order to fulfill its contractual obligations hereunder, or to exercise its rights, and who are informed of and bound by the confidentiality provisions of this Agreement. As used herein, "Confidential Information" shall mean, without limitation any information or materials, whether oral or written, identified by a party in writing as confidential or proprietary. For the avoidance of doubt, and without limitation of the above, Licensee's Confidential Information shall include: (i) the identity, personal data, contact information and usage data of any of Licensee's or its Affiliates' Customers or end users; (ii) any Customer Subcontract Agreements, and (iii) any information or materials, whether oral or written, that Vendor knows or reasonably should know is confidential or proprietary to Licensee or its Affiliates or any of their business partners, Customers or clients. The terms of this Agreement shall be the Confidential Information of both parties. As between Licensee and Vendor, Licensee's Confidential Information is and shall remain the sole property of Licensee. Vendor shall not gain any interest or rights in or to the Licensee's Confidential Information by virtue of its being disclosed to Vendor for the limited purposes contemplated under this Agreement.

10.2 Exclusions. Each party's confidentiality obligations shall not extend to information that: (i) is, as of the time of its disclosure, or thereafter becomes, available to the public through a source other than the disclosing party or another entity having a confidentiality obligation to the disclosing party; or (ii) is required to be disclosed pursuant to a subpoena, court order, or government authority, whereupon the receiving party shall provide prompt written notice to the disclosing party prior to such disclosure, so that the disclosing party may seek a protective order or other appropriate remedy. If Vendor should receive any legal request or process in any form seeking disclosure of, or if Vendor should be advised by counsel of any obligation to disclose, such information, Vendor shall provide Licensee with prompt prior notice of such request or advice so that Licensee may seek a protective order or pursue other appropriate remedies to protect the confidentiality of the information. If such protective order or other remedy is not obtained, Vendor agrees to furnish only that portion of the information which is legally required to be furnished and, in consultation with Licensee, and to use all reasonable efforts to assure that the information is maintained in confidence by the entity to whom it is furnished.

10.3 Return of Confidential Information. At any time as Licensee may request, Vendor shall promptly, at Licensee's option, either return or destroy all (or, if Licensee so requests, any part) of the Licensee's Confidential Information in Vendor's or any of its employees', agents' or contractors' possession or control, and all copies thereof, and Vendor shall certify in writing as to its compliance with the foregoing.

11. LIMITATION OF LIABILITY

11.1 SUBJECT TO SECTION 11.2: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, OR OTHERWISE, AND EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES, (B) LICENSEE'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO AN AGGREGATE AMOUNT NOT TO EXCEED THE FEES DUE TO BE PAID BY LICENSEE TO VENDOR UNDER THIS AGREEMENT AND (C) VENDOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO AN AGGREGATE AMOUNT NOT TO EXCEED THE FEES PAID BY LICENSEE TO VENDOR UNDER THIS AGREEMENT.

11.2 IN NO EVENT SHALL ANY LIMITATION OF VENDOR'S LIABILITY OR DISCLAIMER OF VENDOR'S LIABILITY FOR DAMAGES APPLY TO VENDOR'S INDEMNIFICATION OBLIGATIONS OR TO LIABILITY OR DAMAGES ARISING FROM VENDOR'S ABANDONMENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, WILLFUL, MALICIOUS, OR GROSSLY NEGLIGENT CONDUCT, OR PROPERTY DAMAGE OR PERSONAL INJURY.

11.3 THE PARTIES' DISCLAIMERS AND LIMITATIONS OF DAMAGES AND LIABILITY SHALL APPLY EQUALLY TO PROTECT THE PARTIES' AFFILIATES, PRESENT AND FUTURE OFFICERS, PRINCIPALS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, CONTRACTORS AND AGENTS.

12. GENERAL

12.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns and legal representatives, provided that neither this Agreement nor any of the licenses or other rights granted under it shall be assignable by either party (except to an affiliate of such party or in connection with a merger, acquisition or sale of such party's business relating to the Software) without the prior written consent of the other party. Vendor agrees that any assignment it makes hereunder shall not relieve Vendor of its obligations hereunder.

12.2 Notices. Any notice required or permitted hereunder to either party will be deemed to have been duly given only if in writing (the telephone numbers below are provided for convenience only) and delivered by any of the following methods: (a) certified U.S. mail, return receipt requested, postage prepaid, to the address set forth below or such other address as a party may dictate according to the notice provisions hereof; (b) hand delivery to the person specified below or any other person so designated by a party according to the notice provisions hereof; or (c) facsimile directed to the person specified below at the facsimile number listed below, or such other person or facsimile number so designated by a party according to the notice provisions hereof; with a copy of all such notices delivered to counsel specified below or as a party may dictate in accordance with the notice provisions hereof. Notices shall be deemed delivered when received by the receiving party. Any notice delivered after 5:00 P.M. on any business day, or on a Saturday or Sunday, shall be deemed received on the following business day.

If to Licensee, all notices shall be addressed and delivered to:

If to Vendor, all notices shall be addressed and delivered to:

12.3 Governing Law. This Agreement shall be governed by and construed under the laws of the State of .

12.4 Consent to Jurisdiction, Venue and Service. Vendor consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in the state or federal courts sitting within Blackacre County, State of , and all Parties consent and agree that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

12.5 Severability. If any provision of this Agreement or any Schedule attached hereto is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of this Agreement and the Schedules will not be impaired thereby.

12.6 No Waiver. The failure by any party to exercise any right or remedy provided for herein will not be deemed a waiver of any right or remedy hereunder.

12.7 Complete Agreement. The terms and conditions of the Schedules attached hereto are incorporated into this Agreement by this reference and shall constitute part of this Agreement as if fully set forth herein. This Agreement, including the Schedules, sets forth the entire understanding of the parties as to the subject matter hereof and may not be modified except in a writing executed by both parties. This Agreement is deemed to supercede and replace any prior agreements by and between Licensee and Vendor of the same subject matter.

12.8 Survival. Sections 1.7, 8, 9, 10, 11 and 12 shall survive termination or expiration of this Agreement for all purposes.

12.9 Relationship. The relationship between the parties created by this Agreement is that of independent contractors and not partners, joint venturers or agents.

12.10 Publicity. If either party intends to distribute any press release or other promotional material to any third party, the subject matter of which is to involve this Agreement, or the material makes specific mention of the other party, its customers, licensors or affiliates, or uses any such entity's name, marks, or logos, then the press release or promotional material must first be approved in writing by such other party.

12.11. Attorneys' Fees. In the event of any litigation arising out of this agreement, the prevailing party shall be entitled to an award of attorneys fees, including attorneys fees on appeal.

12.12. Subcontractors. Vendor shall be responsible for the act and omissions of its contractors.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first set forth above.

SCHEDULE A

SOFTWARE AND FEES

1. Programs: software, version 3.0.

2. Documentation:

Warning Page Language

Print and electronic copies of complete and accurate Documentation for all Programs.

3. Fees:

Upon Acceptance, Licensee shall pay to Vendor dollars ($). In addition, Licensee shall pay a continuing royalty fee (the "Continuing Royalty Fee") in an amount equal to dollars ($) each month.

4. Time Frames for Delivery: Within three (3) days of the Effective Date

5. Professional Services Rates: Webmasters (or any technology or programming services): $ - $ / hour.

SCHEDULE B

THIRD PARTY PRODUCTS

Licensee-Provided Third Party Products:

Licensee requires .

End-users require any standard web browsing software installed on a personal computer with internet access.

Vendor-Provided Third Party Products: