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SOFTWARE LICENSE AGREEMENT

The following are the terms and conditions upon which Join2day.com Inc. ("Join2day.com") will license you (in this document, you will be referred to as "you" or the "Client") to use certain software created by and belonging to Join2day.com, in accordance with the terms and conditions of this Software License Agreement (the "License").

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

UPON ACCEPTANCE OF YOUR ORDER BY JOIN2DAY.COM, YOU BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.

Join2day.com may require that all orders be confirmed by your signature on the order form. Join2day.com reserves the right to perform all appropriate verifications before accepting your order.

The software package specified in your purchase order will be referred to in this License as the "Licensed Software".

1. LICENSE

Join2day.com grants to the Client a limited non-exclusive License to install the Licensed Software on a single computer, in one directory only, and to use the Licensed Software with respect to one set of data only. The data generated by the Licensed Software may be stored or made available on more than one computer or over a network, but this License does not allow the Licensed Software to be run on or be executed by more than one computer or over a network. To allow the Licensed Software to be run on or be executed by more than one computer or over a network, the Client must acquire and dedicate a License for each separate computer or directory which runs or executes the Licensed Software.

Join2day.com also grants to the Client the right to reproduce the manuals and other documents relating to the installation and use of the Licensed Software (the "Documentation") only as required for the Client's authorized use of the Licensed Software.

This License is conditional upon the Client paying all applicable license fees and respecting the terms hereof.

2. OWNERSHIP AND LIMITS TO USE

The Licensed Software and the Documentation remain at all times the sole and exclusive property of Join2day.com. In order to protect the rights of Join2day.com, the Client undertakes to comply with the following:

(a) The Client shall not reproduce the Licensed Software beyond the number of permitted copies, nor shall the Client reproduce, distribute, transmit or provide access to the Licensed Software to or for the benefit of a third party;

(b) The Client shall not sublicense, loan, sell, or otherwise transfer all or part of the Licensed Software or Documentation or any interest therein to or for the benefit of a third party;

(c) The Client shall not remove, alter or obliterate any copyright notices found in the Licensed Software or its source code; and

(d) The Client shall ensure that its personnel, including any consultants, comply with all of the terms and conditions of this License and shall be liable for any breaches thereof.

3. MINIMUM CONFIGURATION

The Client is responsible for ensuring that the computer systems onto which the Licensed Software is installed meet the minimal requirements prescribed by Join2day.com.

4. TECHNICAL SUPPORT AND UPGRADES

Join2day.com will provide the Client with technical support, free of charge, if the Licensed Software is installed and operates on computer systems prescribed by Join2day.com.

For Licensed Software that is installed and/or operates from computer systems not prescribed by Join2day.com, Join2day.com will make available to the Client, free of charge, updates of the Licensed Software and support via email and/or other electronic means of communication for a period of one year. After one year, support will be billed to the Client at Join2day.com's rate then in effect, and updates will be subject to a new license at the then prevailing price.

Upgrades that add features and options not included in the Licensed Software at the time of purchase must be purchased from Join2day.com separately.

Join2day.com will not provide any technical support in the case of modification of, adaptation of or addition to the Licensed Software made by the Client.

5. LIMITATION OF LIABILITY

THE LICENSED SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO THE CLIENT AS IS. EXCEPT AS EXPRESSLY STIPULATED HEREIN, JOIN2DAY.COM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS WHICH MAY BE OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE, AND DOCUMENTATION, INCLUDING WITH RESPECT TO OR TECHNICAL SUPPORT AND UPGRADE. JOIN2DAY.COM EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JOIN2DAY.COM SHALL IN NO EVENT BE LIABLE TO THE CLIENT UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OR ALTERATION OF DATA, INTERRUPTION OF BUSINESS AND/OR LOSS OF EMPLOYEE WORK TIME. IN ANY EVENT, THE TOTAL LIABILITY OF JOIN2DAY.COM SHALL NOT EXCEED THE AGGREGATE PAYMENTS RECEIVED BY JOIN2DAY.COM HEREUNDER.

This disclaimer applies without limitation regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of whether such damages are or were foreseeable.

6. INSTALLATION OF LICENSED SOFTWARE

Join2day.com may be contracted to perform an installation of the Licensed Software on any computer system approved by Join2day.com. The Client assumes all responsibility for the installation of the Licensed Software in any other case.

7. IMPROVEMENTS AND MODIFICATIONS TO THE LICENSED SOFTWARE

The Client may modify, adapt and create improvements to the Licensed Software as it deems appropriate solely for its own purposes (the "Improvements"). The Client acknowledges that the exercise of such right does not confer upon it any right of ownership in the Licensed Software or any right to provide, license, assign, sell or lease to third parties such modified, adapted or improved version of the Licensed Software, or the Improvements independently of the Licensed Software. The Client may communicate all or part of the Improvements to Join2day.com as it deems appropriate, thereby automatically granting to Join2day.com a perpetual royalty-free license to copy, distribute, communicate to the public, modify and adapt such Improvements, and to sub-license others to use such Improvements, which license will survive the expiration or termination of this License.

Join2day.com shall be under no obligation to integrate into the Licensed Software any material provided by the Client under this clause.

8. CONFIDENTIALITY

The Client acknowledges that all information relating to the Licensed Software that it has obtained or shall obtain, including the source code of the Licensed Software, are of a confidential nature and are trade secrets exclusively owned by Join2day.com.

The Client expressly undertakes to use the information relating to the Licensed Software it receives in conformity with this License and to hold such information in confidence without disclosing it to any third party during the term of this License and at all times subsequent to its termination or expiration for whatever reason. The Client shall not use the information relating to the Licensed Software for the benefit of third parties or to provide consulting services to third parties.

9. NON TRANSFERABILITY

Neither this License nor any rights or licenses granted hereunder may be assigned, transferred, delegated, sublicensed or time shared without the prior written consent of Join2day.com. Any such assignment, transfer, delegation, sublicense or time sharing in breach of this undertaking is void and results in the immediate termination of this License.

10. TERMINATION

Join2day.com shall have the right to terminate this License immediately without notice in the event that:

a) the Client breaches any of the terms and conditions of this License or refuses or neglects to pay the applicable license fees when they fall due; or

b) the Client files a petition in bankruptcy or for the appointment of a receiver, or if an involuntary petition in bankruptcy is filed against the Client and said petition is not discharged within thirty (30) days, or if the Client becomes insolvent or makes a general assignment for the benefit of its creditors, or if the business or property of the Client comes into the possession of its creditors or of a governmental agency or of a receiver.

The Client undertakes in the event of termination of this License to immediately cease any and all use of the Licensed Software, to deliver up to Join2day.com the Licensed Software and the Documentation, and to destroy any copies made.

11. ENTIRE LICENSE

All prior proposals, understandings, and/or agreements between the parties that relate to the subject matter of this License are hereby superseded and merged into this License. This License may not be modified or altered except in writing.

12. GOVERNING LAW

This License, its construction, performance, scope, validity and effects are governed and shall be construed in accordance with the laws applicable and in force in the State of New York, USA.

13. VENUE

The parties agree, for any claim or judicial proceedings for whatever reason relating to this License, to designate and hereby designate the courts of the judicial district of New York City, New York, USA, as the appropriate venue for the hearing of any such claims or judicial proceedings, to the exclusion of any other courts, judicial district or jurisdiction that may have the right to hear such dispute.

14. LANGUAGE

The parties hereby confirm that they each require that this License and all documents and notices in connection therewith be drawn up in English.
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