Software License

This agreement is legally binding between:

a) MemberGate Solutions, Inc., a New Hampshire corporation, (the “Licensor”) with a principal place of business at Exeter, New Hampshire, USA.

and

b) The publisher or publishers submitted on the online order form (the "Licensee") located at the address and using the URL specified on the online order form.

By entering the verification letters and pressing the button labeled "I Agree to the Terms and Conditions", the Licensee has acknowledged reading this agreement and further agrees to be bound by this legal agreement.

LICENSOR'S SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). LICENSOR DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED SOFTWARE TO YOU. YOUR LICENSE OF THE LICENSED SOFTWARE WILL NOT COMMENCE UNTIL YOU HAVE EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF LICENSOR HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY YOU.

1. Definitions: (a) “Software” means the computer program MemberGate Content Publisher and documentation for MemberGate Content Publisher. (b) “Install” means placing the Software on a web site. (c) “Use” means (i) executing or loading the Software into computer RAM on local or internet connected computer or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.

2. Grant of Rights: Licensor hereby grants to Licensee, and Licensee accepts, a nonexclusive nontransferable, nonsublicensable revocable (in accordance with the terms hereof) license to use MemberGate Content Publisher Startup Edition (1000 active, paying users), in object code form only (collectively referred to as the “Software”), and any accompanying User Documentation, only as authorized in this License Agreement. The Software may be used on a single web site owned by Licensee, or if Licensee is a company or corporation, a single web site owned by Licensee company or corporation. Licensee agrees that Licensee will not assign, sublicense, transfer, pledge, lease, rent, or share Licensee's rights under this License Agreement. Licensee agrees to make no efforts to reverse assemble, reverse compile, or otherwise translate the Software. No efforts to reverse assemble, reverse compile, or otherwise translate the Software may be made by any person under Licensee's authority or control.

Licensee agrees that Licensee will not modify the Software. No efforts to modify the Software may be made by any person under Licensee's authority or control. If Licensee modifies the Software, this License is automatically terminated.

Licensee may make a copy of the Software for backup purposes. Any such copy of the Software shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Licensee or any person under Licensee's authority or control.

3. License Fees Options. The Licensee will indicate on the order form one of two payment preferences.

a) In the event the Licensee chooses the $197 subscription option, then Licensee agrees to pay Licensor the license fee set forth in this agreement, a sum of One Hundred Ninety Seven dollars ($197.00) per month with a minimum 3 month commitment. The license fees paid by Licensee are paid in consideration of the licenses granted under this License Agreement. This includes installation of the software, monthly hosting, custom site design and support.

or

b) If the Licensee chooses the option the $3,995 option, then Licensee agrees to pay Licensor the license fee set forth in this agreement, a sum of Three Thousand Nine Hundred and Ninety Five dollars ($3,995). The license fees paid by Licensee are paid in consideration of the licenses granted under this License Agreement. This includes installation of the software, custom site design and support. There will be an additional monthly hosting fee of $34.95 per month or $349 per year for this payment option.

Licensee is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from acceptance of this license and possession and use of the Software, exclusive of taxes based on Licensor's income. Licensor reserves the right to have Licensee pay any such taxes as they fall due to Licensor for remittance to the appropriate authority. Licensee agrees to indemnify and hold harmless Licensor from all claims and liability arising from Licensee's failure to report or pay such taxes.

4. License Term: This License Agreement is effective upon Licensee's submission of this completed form and successful processing of and counter-execution by Licensor of this completed form, including but not limited to receipt of full license fees. This License Agreement remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.

5. License Termination: In the event Licensee fails to comply with any obligations under this Agreement, breaches any term and condition hereunder, or fails to make any payment to Licensor when due, Licensor shall have the right, without notice, to terminate or suspend Licensee's license to the Software (without limiting Licensor's rights and remedies hereunder or under applicable law).

6. Return of Software Upon Termination: Upon termination of this License, Licensee shall return to Licensor the original and all copies of this Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business or web site to assure compliance with this provision.

7. Limited Warranty: Licensor warrants, for Licensee's benefit alone, that the Software conforms in all material respects to the specifications for the current version of the Software as on the date of this License Agreement as set forth in writing in the User Documentation. This warranty is expressly conditioned on Licensee's observance of the operating, security, and data-control procedures set forth in the User's Manual included with the Software. THE SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS, AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

8. Limitation of Liability: LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS, IN LICENSOR'S SOLE DISCRETION, (I) THE REPAIR OR REPLACEMENT OF THE SOFTWARE ACCORDING TO THE LIMITED WARRANTY ABOVE, OR (II) THE RETURN TO THE LICENSEE OF THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR'S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE SOFTWARE LICENSED UNDER THIS AGREEMENT.

9. Proprietary Protection: Licensor has and shall continue to have sole and exclusive ownership of all right, title, and interest in and to the Software and all User Documentation, and all modifications, updates, and enhancements thereof (including, without limitation, ownership of all trade secrets, patent rights, and copyrights pertaining thereto), subject only to the limited license expressly granted to Licensee herein by Licensor. This License Agreement does not provide Licensee with title or ownership of the Software, but only a right of limited use. Licensee must keep the Licensed Program free and clear of all claims, liens, and encumbrances.

10. Non-Payment Grace Period: If the licensee's monthly hosting and/or license payment is 21 days (or more) past due, the Licensor may suspend the hosting and access to the site. The licensee's hosting, software and data will remain on the Licensor's servers for a period of at least 45 days beyond the first missed payment's due date. Upon suspension of the site during that 45 day grace period, the licensee will have the opportunity to reactivate the account by paying for the past due amount, in addition to a $249 reinstatement fee.

11. Non-Payment Termination: In the event the licensee's monthly payment is 46 days (or more) past due, the Licensor has the right of termination of this agreement as well as removal of all files, software and data from the licensee's site.

12. The licensee agrees that it is their responsibility at all times to maintain their own backup copy of data, files and communications of their site. The licensee agrees to hold the licensor harmless against any liability or responsibility for the deletion and/or failure to store any messages, files or any other site related data.

13. Restrictions: The Software may only be used in accordance with the use and number specifications and restrictions set forth in Section 2 above. Any use of the Software not permitted by this Agreement is expressly prohibited. Licensee may not use, copy, modify, or distribute the Software (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. Licensee may not reverse assemble, reverse compile, or otherwise translate the Software. Licensee's rights may not be transferred, leased, assigned, or sublicensed. No service bureau work, multiple-user license, or time- sharing arrangement is permitted, except as expressly authorized by Licensor. If Licensee uses, copies, or modifies the Software or transfers possession of any copy, adaptation, transcription, or merged portion of the Licensed Software to any other party in any way not expressly authorized by Licensor, this License is automatically terminated. Licensee may not use the Software, or any element of the Software, to create derivative works or other works that are similar to the Software. Licensee may not remove any copyright, trademark, patent or other proprietary notices from the Software or any portion thereof.

14. Licensor's Right Of Entry: Licensee hereby authorizes Licensor to enter Licensee's web site in order to inspect the Licensed Software in any reasonable manner in order to verify Licensee's compliance with the terms hereof.

15. Injunctive Relief: Licensee acknowledges that, in the event of breach of any of the terms and conditions contained herein, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies.

16. Trademark: “MemberGate®” and “MemberGate Content Publisher™”, are trademarks of Licensor. No right, license, or interest to such trademarks are granted hereunder, and Licensee agrees that no such right, license, or interest shall be asserted by Licensee with respect to such trademarks.

17. Governing Law: This License Agreement shall be construed and governed in accordance with the laws of the State of New Hampshire, USA. In any dispute arising out of this Agreement, the parties each consent to the exclusive personal jurisdiction and venue in the State and Federal courts within New Hampshire, United States of America.

18. Costs of Litigation: If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, Licensor shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation from Licensee in the event that the Licensor is the prevailing party.

19. Severability: Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

20. No Waiver: The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this License Agreement is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained in this license agreement invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any portion of this License Agreement shall not affect the remaining portions of this License Agreement.

21. Governmental Licensees. If Licensee is an agency of the U.S. Government, the following will apply: The Software has been developed entirely at private expense, is regularly used for non-governmental purposes and has been licensed to the public. The Software is a “commercial item” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 (Sept. 1995) or as “commercial computer software” as that term is defined in 48 C.F.R. 252.227-7014 (June 1995) or any equivalent agency regulation or contract clause, whichever is applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government agencies acquire only those rights to the Software as are expressly set forth herein.

22. Integration: THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES TO LICENSEE AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF LICENSOR RELATING TO THE SUBJECT MATTER HEREOF. IF PURCHASING BY CREDIT CARD, LICENSOR'S CHARGE WILL APPEAR AS MEMBERGATE SOLUTIONS, INC. ON YOUR STATEMENT.

23 Survival. All provisions of this License Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Licensor's proprietary rights, shall survive any termination hereof.LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.