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PRODUCTCART END USER LICENSE AGREEMENT

THIS AGREEMENT REGULATES YOUR USE OF THIS SOFTWARE. PLEASE READ CAREFULLY. YOUR USE OF THIS SOFTWARE IMPLIES THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO THE TERMS AND CONDITIONS SET HEREIN.

THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE NetSource Commerce's PRODUCTCART SOFTWARE PROGRAMS AND ASSOCIATED DOCUMENTATION THAT NetSource Commerce, INC ("NetSource Commerce" or "LICENSOR") OR ONE OF NetSource Commerce's AUTHORIZED RESELLERS IS FURNISHING OR MAKING AVAILABLE TO YOU WITH THIS AGREEMENT (COLLECTIVELY, THE "SOFTWARE" or "PRODUCTCART").

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY, "LICENSEE") ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU OR YOUR COMPANY ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES YOU LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE.

NetSource Commerce RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT.

RECITALS
A) Licensor develops and markets computer software applications for managing an electronic commerce (E-Commerce) Web Site, including shopping cart applications known as "ProductCart", more particularly described on the Licensor's Web site located at http://www.ProductCart.com, and other written materials created by Licensor to describe the functionality and use of the Software (the "Documentation"); and
B) Licensee desires to acquire a license to use the Software and Documentation for its internal use only and on its E-Commerce Web Site only and Licensor desires to grant Licensee the license.
C) Licensee acknowledges that use of each ProductCart License is limited to one E-Commerce Web Site. An E-Commerce Web site is herein defined by the combination of (C.1) a unique Internet Web site domain name, also known as the Web site's Uniform Resource Locator (URL), and (C.2) a database used for storing Web site-specific products, orders, customers, and other related information.

Therefore for valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Limited Rights
Except as expressly set forth in this Agreement, Licensor owns and retains all rights, title, and interest in the Software, Documentation, and any and all related materials. This Agreement does not transfer ownership rights in the Software, Documentation, or any related materials to Licensee or any third party. Licensee shall reproduce, install, and render the Software operational on one E-Commerce Web Site. Licensee has no right to sublicense, create derivative works based on the Software, or to permit anyone else to do so. Licensee shall not distribute the Software to any persons or entities other than Licensee's employees, consultants, or contractors for use on any other E-Commerce Web Site. If Licensee allows any third party to use or have access to the Software, the third party shall be considered a Licensee by the terms of this Agreement and shall be liable for any unauthorized use of the Software under the terms of this Agreement. Licensee may not sell the Software to any person or make any other commercial use of the Software. Licensee shall retain all copyright and trademark notices on the Software and Documentation and shall take other necessary steps to protect Licensor's intellectual property rights.

1.2 Modifications to the Software
Licensor acknowledges that Licensee may need to make modifications to the Software's source code, provided such modifications do not violate any other parts of this Agreement, including the Proprietary Notices specified under section 1.4. However, Licensee may not distribute, trade, or sell any of the files received from Licensor in whole or part, even if Licensee has modified their source code. Even if Licensee or their agents make modifications to the source code, Licensee is still bound by the terms of this Agreement. If Licensee makes any modifications to the source code, NetSource Commerce shall not provide technical support on the Software as expressed in section 2.1. Licensee also acknowledges that such modifications may be overwritten if Licensee installs upgraded versions of the source code if and when they are released.

1.3 Ownership
The Software and all modifications or enhancements to, or derivative works based on the Software, whether created by NetSource Commerce, Licensee or another third party, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any such modification, enhancement or derivative work shall not alter this Agreement and the Software shall remain the sole and exclusive property of NetSource Commerce and, where applicable, NetSource Commerce's suppliers. This Agreement does not convey title or ownership to Licensee or another third party, but instead gives Licensee only the limited rights set forth in this Agreement.

1.4 Proprietary Notices
Licensee may not remove, disable, modify, add to or tamper with any copyright, trademark or other proprietary notices and legends contained within the source code of the Software or in the navigation used for the Administration Console.

1.5 Administration Console
Each copy of the Software includes a back-end administration console ("Console" or "Control Panel") that allows Licensee to partially control the appearance and functionality of the electronic commerce store created by the Software, which Licensee may use in accordance with this Agreement and specifically with the terms in section 1.4.

1.6 UPS® Developer Kit Usage Policy
The Software includes source code that allows Licensee to integrate their authorized domain store with UPS' Online Tools, which is a set of shipping and tracking services provided by UPS for Internet merchants. This source code has been encrypted in compliance with UPS' Online Tools usage policy. Licensee may not for any reason decrypt any encrypted source code. Any attempt to use any technology to decrypt or otherwise reverse-engineer and/or subsequently modify any of the encrypted source code violates both this End User License Agreement and the UPS Access User Agreement that Licensee will enter into before use of the UPS® Developer Kit and will result in the immediate termination of this License Agreement and may result in the termination of the UPS Access User Agreement and Licensee's right to use the UPS® Developer Kit.

1.7 FedEx Compatible Solution Usage Policy
As a FedEx Compatible Solution, the Software includes source code that allows Licensee to have access to and use FedEx Systems to retrieve shipping rates, obtain tracking information, and finalize shipments (collectively "FedEx Services"). This source code should not be modified to ensure the accuracy of the FedEx Services provided by the Software. Accordingly portions of this source code have been encrypted. Licensee may not for any reason decrypt any encrypted source code. Any attempt to use any technology to decrypt or otherwise reverse-engineer and/or subsequently modify any of the encrypted source code violates this End User License Agreement and will result in the immediate termination of this License Agreement.

1.8 Computation of Sale Taxes and display of Value Added Tax
This Software contains a tax module to help Licensee calculate and add sales taxes to orders or display Value Added Tax included in orders. The tax calculation features provided by the Software may or may not allow Licensee to calculate and collect sales or other taxes in compliance with Licensee's local tax laws. It is Licensee's duty to consult any local tax Authority to determine the tax laws to which the Licensee needs to adhere. NetSource Commerce shall not be liable under any circumstance for any tax miscalculations performed by the Software or for sales or other taxes that Licensee did not pay to their local Tax Authority.

1.9 Collection of Payments
This Software contains modules that allow Licensee to collect payment on orders received through the Software by use of a payment system provided and managed by a third party. Examples of such systems are: Authorize.net, all payment systems offered by PayPal, and all payment gateways that allow Internet merchants to process a payment via a Web site. Such payment systems authorize and debit the credit card, debit card, electronic check or other payment method used to pay for an order received through the Software. Licensee is fully responsible for confirming that the funds are successfully collected. Specifically, in the event in which the payment system chosen by the Licensee allows for the authorization of the collected funds without automatic settlement of the authorized transactions, Licensee is fully responsible for ensuring that those transactions are settled before they expire. Licensor is not liable for any loss of income in any way related to the collection of funds from a payment system used in conjunction with the Software.

1.10 License Verification and Collection of Aggregate Data
During the store administrator's first login to the ProductCart Control Panel each day, the ProductCart License is validated by our server. In addition, aggregate store data is sent to NetSource Commerce to assist in future product planning and development. Transmitted data includes: browser information, aggregate sales and order volume data. No individual order data is sent. Transmission of sales and order volume data may be disabled by manually editing a variable in one of the ProductCart Control Panel files.

2. LICENSOR'S OBLIGATIONS

2.1 Technical Support & Updates
Technical support documents and answers to frequently asked questions related to the use of the Software are available free of charge under the support section on NetSource Commerce's Web site located at: http://www.ProductCart.com. Technical support on the software is provided by NetSource Commerce on a 'best effort' basis and under the Terms and Conditions described in the ProductCart Technical Support and Updates Policy, which is published on the NetSource Commerce Web site at http://www.ProductCart.com and constitutes part of this End User License Agreement. As per the ProductCart Technical Support and Updates Policy, NetSource Commerce only provides technical support and updates to Licensees that are actively enrolled in the ProductCart Support & Updates Plan, and does not provide technical support on any feature of the Software that Licensee has directly or indirectly modified, or whose operation is in any way affected by such modifications.

3. TERMINATION

3.1 Termination
This Agreement will remain in effect as long as Licensee complies with this Agreement in all respects. NetSource Commerce may terminate all rights granted under this Agreement in case of material breach of this Agreement that is not cured within ten (10) days of receipt of notice specifying the breach and requiring its cure.

3.2 Rights on Termination
Licensor has and reserves all rights and remedies that it has by operation of law or otherwise, to enjoin the unlawful or unauthorized use of Software or Documentation. Upon termination, all rights granted to the Licensee under this Agreement shall cease, and Licensee will cease all further use of the Software immediately and Licensee shall return all copies of the Software in their or their agent's possession to NetSource Commerce or certify to NetSource Commerce that Licensee has destroyed all such copies by complying with the terms in section 4.3.

4. WARRANTY

4.1 Warranties
NetSource Commerce IS PROVIDING THE SOFTWARE AND THE DOCUMENTATION "AS IS." NetSource Commerce DISCLAIMS ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT NetSource Commerce KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) AND ANY WARRANTIES RESPECTING CONDITIONS OF TITLE OR NONINFRINGEMENT, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. NetSource Commerce ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, NetSource Commerce DOES NOT WARRANT THAT THE SOFTWARE WILL FUNCTION WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT NetSource Commerce WILL CORRECT ALL DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES OR THAT THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS.

4.2 Refunds
If Licensee purchased the Software from NetSource Commerce, Licensee may request a refund only if Licensee submits a request for refund within 30 days of the date of purchase and complies with the terms of sections 3.2 and 4.3. The purchase amount, minus a restocking fee of 10% of the purchase amount, will be refunded upon receipt of the signed Certificate of Destruction agreement, which will be provided to Licensee. A return or refund does not release Licensee from liability for any unauthorized use of the Software or any failure to comply with the terms of this Agreement. If Licensee purchased the Software from a NetSource Commerce Reseller, Licensee must contact the Reseller directly to request a refund. NetSource Commerce will issue refunds only to Licensees that purchased the Software directly from NetSource Commerce.

4.3 Certificate of Destruction
Upon termination or request for refund under the terms of this Agreement, Licensee shall comply with the terms set forth in this section and provide NetSource Commerce with a Certificate of Destruction. This certificate will be sent to Licensee within ten (10) days of the notification by Licensee of the request for refund. If the request for refund occurs after thirty (30) days from the date of purchase, no refund shall be given. Failure to return Certification of Destruction within a timely fashion shall not affect the rights of NetSource Commerce under the terms of this contract to seek remedies, including the right to institute an action for injunctive relief against licensee, and to collect for any damages which result from a continued use of the Software.

4.4 Disclaimer
THE WARRANTIES SET FORTH IN SECTION 4.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION: (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

5. CONFIDENTIALITY

5.1 Confidentiality
Licensee acknowledges that the Software and Documentation, and all information relating to the business and operations of the Licensor that Licensee learns or has learned during or prior to the term of this Agreement contains valuable trade secrets and proprietary information belonging to NetSource Commerce. Licensee must keep confidential and protect from unauthorized disclosure all such source code and all information that NetSource Commerce expressly designates as confidential or that any reasonable person would understand to be confidential or proprietary. Without limiting the foregoing, during the period this Agreement is in effect, and at all times afterwards, Licensee, and its employees, contractors, consultants, and agents, will; (a) take reasonable security precautions and safeguard all information with precautions and diligence that are at least as great as the precautions and diligence that Licensee takes to protect its own confidential information; (b) maintain the confidentiality of this information (c) not use the information except as permitted under this Agreement (d) disclose the information described in this section only to Licensee employees or consultants on a need-to-know basis; and (e) require employees or consultants to execute appropriate written agreements sufficient to enable compliance with Licensee's confidentiality obligations under this Section 5.1. (f) not disseminate, disclose, sell, publish, or otherwise make available the information to any third party without the prior written consent of Licensor.

5.2. Injunctive Relief for Breach
Licensor and Licensee acknowledge that any breach of Section 5.1 by a receiving party will irreparably harm the disclosing party. Accordingly, in the event of a breach, the disclosing party is entitled to promptly seek injunctive relief in addition to any other remedies that the disclosing party may have at law or in equity.

6. DAMAGES

6.1. Limitation of Liability
LICENSOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF LICENSOR OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

6.2 Damages Limitation
NetSource Commerce's CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY NATURE RELATED TO THE SOFTWARE OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL SOFTWARE LICENSE FEES, EXCLUDING SUPPORT FEES, THAT NetSource Commerce MAY RECEIVE FROM LICENSEE, AN AUTHORIZED NetSource Commerce RESELLER OR LICENSEE'S HOSTING PROVIDER IN CONNECTION WITH USE OF THE SOFTWARE. NEITHER NetSource Commerce NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF PROFITS EVEN IF NetSource Commerce OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

7. EXPORT CONTROLS AND RESTRICTED RIGHTS

7.1. Export Controls
The Software, the Documentation, and all underlying information or technology may not be exported or re-exported into any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. Licensee shall not export the Software or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. Licensee represents and warrants that it is not a national or resident of, or located in or under the control of, any country subject to such export controls.

7.2. Restricted Rights
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (d) of the Commercial Computer Software--Licensing at NASA FAR supplement 16-52.227-86, or their equivalent, as applicable.

8. GENERAL

8.1. Assignment
Licensee may not assign, sublicense, or transfer Licensee's rights or delegate its obligations under this Agreement without Licensor's prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.

8.2. Entire Agreement
This Agreement, along with other documents expressly referenced in this Agreement, constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements between the parties with respect to the subject matter contained in this Agreement.

8.3. Waiver
This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.

8.4. Notices
Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing, hand-delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail, return receipt requested (for all types of correspondence), postage prepaid, or sent by email to the following address: [email protected].

8.5. Publicity
Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing party's bankers, attorneys, or accountants or except as may be required by law.

8.6. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

8.7. Severability
In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.

8.8. Attorney's Fees
In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney's fees and costs.