ShowSeeker

VISUAL ADVERTISING SALES TECHNOLOGY

SOFTWARE PRODUCT LICENSE AGREEMENT

NOTICE TO USERS: CAREFULLY READ THE FOLLOWING AGREEMENT.

LICENSEE IS CONSENTING TO BE BOUND BY AND TO BECOME A PARTY TO THIS LICENSE AGREEMENT. LICENSEE EVIDENCES ITS CONSENT BY PURCHASING THE SOFTWARE WHICH IS THE SUBJECT OF THIS LICENSE, BY USING THE SOFTWARE PROVIDED WITH THIS LICENSE, BY CLICKING THE "ACCEPTANCE" BUTTON FOR THE LICENSE OF THE SOFTWARE, OR BY OTHERWISE MANIFESTING LICENSEE’S ASSENT TO THE TERMS OF THIS LICENSE. USE OF THE SOFTWARE BY ANY USERS IS CONDITIONED UPON CONSENT BY THE USERS OF THE SOFTWARE WITH THE TERMS OF THIS LICENSE AGREEMENT.

AUTHORIZED USERS OF THE SOFTWARE ARE INDIVIDUALS OR THOSE WHOSE COMPANIES HAVE EXECUTED A CONTRACT FOR PURCHASE OF THIS SOFTWARE LICENSE. UNAUTHORIZED USERS MAY BE SUBJECT TO CIVIL AND/OR CRIMINAL LIABILITY.

DEFINITIONS.

When used in this Agreement, the following terms have the meanings set out forth herein:

A. "Agreement" means this Software Product License Agreement.

B. "VAST" means Visual Advertising Sales Technology, the owner and licensor of the software.

C. "Licensee" means the person identified in the “Contract for Purchase of Software License” as the Licensee of the software.

D. "Software" means the web-based application software product known as ShowSeeker™ and identified as "ShowSeeker I."

E. "License" means a non exclusive, non transferable, and non-sublicensable right to use within the United States the Software which is the subject of this Agreement.

F. "Time Period" means the period of time for which license fees have been paid as set forth in the “Contract for Purchase of Software License."

G. “Acceptance Date” means the date on which the Software was first made available to Licensee for its use pursuant to this Agreement.

H. “Effective Date” means the date that VAST signs the Contract for Purchase of Software License.

I. "Related Materials" means any printed user manuals and any other printed user documentation accompanying the Software.

J. "User" means any person using the Software pursuant to authorization of Licensee.

1. LICENSE GRANT.

(a) License. VAST grants a License to Licensee to use the Software for the Time Period. This License to use the Software is conditioned upon Licensee's compliance with the terms of this Agreement and Licensee's payment of the license fees for the Time Period. Licensee shall use the Software solely for its own internal use and for the purposes for which the Software was and is designed. Licensee agrees that it is expressly prohibited to sublicense, rent or lease the Software or any portion of the Software.

(b) Territory. Licensee agrees it will only use the Software for business purposes restricted to the geographic territory specified in the Contract for Purchase of Software License accompanying this License Agreement. Use of the Software for business purposes outside of Licensee's geographic territory is cause for termination of this License.

(c) Password. The password(s) assigned to Licensee, or to its Users, are personal to Licensee and its Users, and may be used only by Licensee or the Users to whom the passwords are assigned. Licensee and its Users may not share the password(s) or permit any other persons to use them. Licensee and its Users may not use the Software to perform program searches and share the results of such use of the Software with other non-licensed locations or persons other than customers or potential customers in their Territory. Licensee and its Users may not use the Software to send searches or search results to advertising customers other than Licensee and its Users own customers within the territory which is the subject of this License. Violation of the password restrictions described herein is cause for termination of this License.

(d) Login. Licensee and its Users will be required to accept the License and the password and territory restrictions upon login to VAST before using the Software. Failure to agree will abort login and prevent access to the Software. Licensee and its Users will see the “Acceptance” dialog box upon each login.

2. TIME PERIOD.

The Time Period for this agreement shall be the period of time specified in the separate Contract for Purchase of Software License accompanying this License Agreement.

3. OWNERSHIP AND PROTECTION.

The Software is protected by the laws of the United States, by laws enacted by the several states of the United States, and by international treaty provisions, including but not limited to patent laws, copyright laws, trademark and service-mark laws, and import and export control laws. Licensee acknowledges, for itself and for any and all of its Users, that no title to the intellectual property in the Software is transferred to Licensee or its Users. Licensee further acknowledges that title and full ownership rights to the Software will remain the exclusive property of VAST, and Licensee and its Users will not acquire any rights to the Software except by means of the License expressly set forth in this Agreement.

Licensee acknowledges that the Software and Related Materials are and shall remain the sole and exclusive confidential property of VAST, including, but not limited to, the following: (a) all source code, object code, class libraries, user interface screens, algorithms, data schema, development frameworks, repository, system designs, system logic flow, and processing techniques and procedures related thereto; (b) any related documentation; (c) any copies and derivatives of any of the foregoing in whole or in part; and (d) all copyright, patent, trademark, trade secret and other proprietary rights in any of the foregoing.

Licensee further acknowledges that any reports or other data generated by the Software regarding system performance are the exclusive property of VAST, and Licensee hereby specifically authorizes the use of such reports or other data by VAST, in any manner that it deems to be appropriate.

4. REVERSE ENGINEERING.

Licensee acknowledges that the Software contains proprietary material protected by laws governing intellectual property, including without limitation patents, copyrights, trademarks, trade secrets.

In order to protect VAST’s interests in the Software and the proprietary material contained in the Software, Licensee agrees that neither Licensee, nor its Users, nor any third party, shall decompile, reverse compile, reverse engineer, adapt, modify, translate, disassemble, reconstruct or otherwise make any attempt to reduce the object code form of the Software to a human-perceivable form, to discover the source code of the Software, or to create, or attempt to create, any derivative works from the Software in whole or in part.

Licensee may not sell, rent, lease, loan, or distribute the Software or the Related Materials in whole or in part.

5. CONFIDENTIALITY.

By virtue of this Agreement, VAST and Licensee may have access to information that is confidential to one another. Such confidential information shall be limited to the Software, the terms and conditions of this Agreement and of the Contract for Purchase of Software License, and all information clearly marked or otherwise identified as confidential.

Licensee agrees it shall not disclose any confidential information without VAST’s written consent, except (a) as may be permitted by law, (b) to inform its agents and employees of the conditions and restrictions on the use of the Software, and (c) to train its Users on the use and functionality of the Software.

VAST acknowledges that particularized data of Licensee and its Users which they input into the Software are the property and confidential information of Licensee, including without limitation the identities and preferences of advertising customers, and VAST agrees such confidential information may not be used, shared, sold, or otherwise provided to anyone without Licensee's written consent.

6. SUPPORT.

VAST shall provide Licensee with limited technical support for the Software for the Time Period beginning on the Acceptance Date. Licensee agrees to designate up to two (2) support contacts, which may change from time to time, upon written notice to VAST. Tech support shall not include training in the use of the Software.

7. PAYMENT.

(a) Payment Terms. Licensee shall pay VAST the fees specified in the Contract for Purchase of Software License accompanying this Agreement, quarterly, in advance of the quarter following each payment, at its address set forth above.

(b) Taxes. All amounts set forth for payment in this Agreement are exclusive of applicable sales and similar taxes, and it shall be Licensee's responsibility to add to the amounts payable, and to pay, all such taxes. Licensee shall also pay all other taxes, duties and imposts due on account of purchases made or services performed under this Agreement, exclusive of taxes based on the net income of VAST.

(c) Fee Calculation. In the event Licensee engages VAST to perform any services on an hourly basis arising from or related to this Agreement, on such fees as are agreed between the parties, the fees due for fractions of an hour will be rounded up to the nearest quarter of an hour. Any overdue amounts will be subject to a finance charge at the rate of 1.5% per month, commencing on the date such amount becomes overdue, or the highest rate permitted by applicable law, whichever is lower.

8. TERMINATION.

(a) By End Of Term. The Time Period of the License shall begin on the Effective Date of this Agreement. Unless otherwise agreed in writing, the License shall automatically renew for additional terms of one year unless either party gives the other written notice of the party’s desire to terminate this Agreement. Written notice of desire to terminate this Agreement shall be sent by certified mail, return receipt requested, to the party’s address stated above, not less than ninety (90) days before the end of the then-current term, in which event this Agreement shall terminate at the end of the then-current term.

(b) For Breach By Licensee. VAST may terminate this Agreement if Licensee fails to pay the License fees or fails to comply with any term or condition of this Agreement. Licensee agrees upon such termination to discontinue all use of the Software and the Related Materials.

(c) For Non-Performance. Licensee may not terminate this Agreement for alleged non-performance of the Software unless (1) Licensee gives VAST prompt written notice of the alleged non-performance and identifies, where possible, the cause thereof, and (2) affords VAST sixty (60) days in which to attempt to correct such non-performance.

(d) No Liability On Termination. Except as otherwise provided in this Agreement, neither VAST nor Licensee shall be liable to the other for damages of any kind, including incidental or consequential damages, damages for lost profits, loss of prospective business, loss of continuing business, or otherwise arising from the expiration or termination of this Agreement in accordance with its terms.

(e) Reservation of Rights. VAST reserves the right at any time to cease the support of the Software and to alter features, specifications, capabilities, functions, licensing terms, prices, release dates, general availability or other characteristics of the Software.

9. SOFTWARE DEACTIVATION.

Licensee acknowledges and understands that VAST has the ability to deactivate or “lock out” the use of the Software by Licensee and its Users, which VAST can cause to occur manually or automatically, and which will prevent login and/or disable your use of the Software. Licensee agrees VAST may deactivate and/or exercise “lock out” upon failure to pay License fees, expiration of the Time Period, breach of this Agreement by Licensee or its Users, or other termination of this License.

10. SUBSCRIBER COUNTS.

During any additional periods in which Licensee agrees to purchase the Software after expiration of the Time Period, VAST reserves the right to determine Licensee's subscriber counts in any Territory or all Territories in which Licensee uses the Software. If for any reason Licensee's subscriber counts in any Territory or all Territories are more than ten percent (10%) higher than stated by Licensee, VAST may increase the charges paid by that Territory or Territories commensurate with Licensee's actual subscriber counts. Licensee agrees to cooperate with VAST's requests for information and agrees VAST may conduct audits of Licensee's information limited to a determination of its actual subscriber counts.

11. INDEMNITY.

(a) By VAST To Licensee. VAST agrees to indemnity, defend, and hold harmless Licensee and its officers, directors, employees and agents from and against any and all claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any allegation that the Software infringes or otherwise violates any third party's patent, trademark, copyright, trade secret, or other intellectual property right, except to the extent that such allegations arise out of or relate to (1) any modifications or alterations Licensee has made to the Software, or (2) Licensee's use of the Software with any other software or electronic product.

(b) By Licensee To VAST. Licensee agrees to indemnity, defend, and hold harmless VAST and its officers, directors, employees and agents from and against any and all claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (1) any modifications or alterations Licensee has made to the Software; and to the extent that Licensee uses the Software in connection with any other software or electronic product, (2) any allegation that such other software or electronic product infringes or otherwise violates any third party's patent, trademark, copyright, trade secret, or other intellectual property right.

12. DISCLAIMER OF WARRANTIES / LIMITATION OF LIABILITY.

(a) VAST MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THIS SOFTWARE FOR ANY PURPOSE. VAST DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE. THE SOFTWARE IS PROVIDED "AS IS." VAST DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

(b) IN NO EVENT SHALL VAST OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, SUPPLIERS, SUBCONTRACTORS, AGENTS, OR EMPLOYEES BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT OR SIMILAR DAMAGES, FOR ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY SIMILAR KIND OF DAMAGES ARISING OUT OF THE DELIVERY, PERFORMANCE, OR USE OF THE SOFTWARE, EVEN IF VAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VAST'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEES LICENSEE PAID FOR THE TIME PERIOD.

13. COMPLIANCE WITH APPLICABLE LAW.

Licensee agrees to abide by all applicable laws of the United States and of the State(s) and countries in which Licensee conducts business, as well as all international treaties, including, but not limited to, patent laws, copyright laws, trade-mark and service-mark laws, protection of intellectual property rights, and import and export control laws.

14. INTEGRATION CLAUSE.

This License Agreement, and the Contract for Purchase of Software License which this License Agreement accompanies, constitute the entire understanding between VAST and Licensee concerning the subject matter that they cover. This License Agreement, and the Contract for Purchase of Software License which this License Agreement accompanies, supersede any prior agreement or understanding, whether written or oral, relating to the subject matter of the License. Any oral representations or modifications made prior to or after execution of this License Agreement concerning its subject matter shall have no force or effect.

15. AMENDMENTS.

Except as may otherwise be provided in this Agreement, no modification to this Agreement will be binding unless made in writing and signed by an authorized representative of VAST and Licensee.

16. WAIVER.

The decision of any party to this License Agreement not to enforce the breach of any of its promises, covenants, and conditions, or of any delay in performance, by VAST, by Licensee, or by any Users of the Software, shall not be deemed a waiver of such breach or delay.

17. SEVERABILITY.

In the event of invalidity of any term or provision of this License Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this License Agreement.

18. ASSIGNMENT.

Licensee shall not, either voluntarily or involuntarily, assign, sell, give, sublicense or otherwise transfer this Agreement. Any such transfer or attempted transfer may be avoided at the option of VAST.

19. FORCE MAJEURE.

Except for the obligation to make payments, neither VAST nor Licensee shall be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of God, acts of war or terrorism, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of VAST), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

20. DISPUTE RESOLUTION; APPEALS.

The parties agree that any dispute between them arising from or out of or related to this License Agreement may be resolved by full reference under California Code of Civil Procedure Section 638, subject, however, to the right to appeal from judgment entered following reference, in the manner of appeals of civil actions under California Code of Civil Procedure Section 901 et seq. The following matters are excluded from this section and do not constitute a violation of its restrictions: small claims actions; probate and trust proceedings; and the filing of a civil action to obtain one or more provisional remedies, provided that the action shall be directed to reference promptly thereafter.

21. GOVERNING LAW; VENUE.

The laws of the State of California will govern this License Agreement. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not govern this Agreement. Any action, proceeding, arbitration, or reference arising from or out of or in any way related to this License Agreement shall be commenced in and, upon request of any party, shall be transferred to the County of Sacramento, State of California.

22. NOTICES. Any notices to be sent by either party to the other party shall be in "hard copy" writing and be delivered or sent to the addresses set forth in the initial paragraph of this Agreement. Such notices will be deemed given upon the earlier of actual receipt or ten (10) days after being sent by certified mail, return receipt requested.

Software developed by Visual Advertising Sales Technology

Patent pending

Should you have any questions concerning this License Agreement, please contact VAST via email at info@vastadsales.com