This Marketing License Agreement is a legal agreement between you (Merchant), an individual or an individual acting on behalf of your business or employer, a corporation, partnership, or other legal entity, and AdZWN, Incorporated (AdZWN), a California corporation which developed, produced, owns, and supports the core product known as Mobile Broadcast Software (Software).

AdZWN hereby grants Merchant the license, on an AS-IS, WHERE-IS basis, to market, promote, distribute, use and offer for use this Software under Merchant's specified brand name in accordance with the terms and conditions of this Agreement. Merchant's marketing, promotion, distribution or use of this Software or Merchant's use of any Web site associated with the administration, control, delivery, design, or implementation of this Software shall be deemed Merchant's clear acceptance to be bound by all the terms and conditions of this Agreement. If Merchant does not fully agree with all the terms and conditions of this Agreement, Merchant must refrain from marketing, promoting, distributing, using, or offering for use this Software and any of the services included with this Software, and likewise immediately cease from accessing or using services from Web sites associated with this Software.

Any use of this Software in violation of or not in strict compliance with such terms and conditions shall constitute the automatic termination of the license and this Agreement, and shall equally constitute a bar to Merchant's access and use of Web sites associated with this Software. Upon such termination, Merchant shall destroy any and all copies of the Software in its possession and immediately cease marketing, promoting, distributing, using, or offering for use this Software in any manner where Merchant's actions may cause the further use of the Software.

This Software and any Web site associated with this Software, along with any and all of its aspects, parts or components, or any combination or permutation of such aspects, parts and components, are the exclusive intellectual property of AdZWN and are protected under intellectual property laws and treaties. Generally, Merchant may not exercise any ownership rights over this Software, any and all of its aspects, parts or components, or any combination or permutation of such aspects, parts and components, and may not exercise any rights over the same other than as specifically granted by this Agreement.

The use of this Software requires successful login to a User Account that is licensed by AdZWN and must be duly registered to each individual User in order to use the Software and access the services that are provided with the Software. AdZWN agrees to provide Merchant, through a designated Web site that uses a specific domain name of Merchant's choosing, a pre-determined allocation of Software Licenses which Merchant may issue to each User of the Software. Each Software license entitles the User to access and use specific messaging services that are provided with the Software during such time and date that the license to use such services remains valid.

Specifically, Merchant may not use in an unintended manner, reverse engineer, decompile or disassemble this Software and any and all of its aspects, parts or components, or any combination or permutation of such aspects, parts and components. Any monetary consideration Merchant paid to be able to market, promote, distribute, use, or offer for use this Software, through a designated Web site configured to use a domain name of Merchant's choosing, pays exclusively and specifically for the Software Licenses that AdZWN is providing Merchant and for any custom work performed by AdZWN to display Merchant's specified brand name and or domain name on relevant parts of the Web site and on the User Interface of the compiled version of the Software. Any monetary consideration Merchant paid does not give Merchant ownership of any code, aspect, part, or component of the Software. Merchant does not own this program or any part of the Software. This Software is only being licensed to Merchant to market, promote, distribute, use and offer for use under Merchant's specified brand name. No refunds shall be given for discontinued use, unused Software Licenses, prepaid services, or any shipping and handling fee.

Merchant hereby agrees to market, promote, distribute, use, and offer for use the Software in a responsible manner, and agrees to bind Users of the Software to the End-User License Agreement that AdZWN has adopted for and provided on the Software, the user interface of the Software, and at Merchant's Web site where the Software will be made available.

AdZWN recommends that Merchant strictly comply with any and all governmental laws pertaining to the sending of commercial messages via the Internet and telephonic devices. AdZWN expressly forbids Merchant from marketing, promoting, distributing, using, or offering this Software for use as a tool to deliver unsolicited commercial messages to personal computers and mobile devices via any Internet-based communications system. Merchant may not promote or refer to this Software or to AdZWN when using any form of unsolicited commercial messages. AdZWN shall have exclusive and final right to determine the occurrence of any violation regarding this matter, whether by Merchant or Users of Merchant, and reserves the right to immediately terminate Merchant's right to this Software, including forfeiture of any unissued Software Licenses.

AdZWN reserves the right to modify, add, or remove any and all services and features of this Software or any component thereof. Merchant grants AdZWN permission to send notices and commercial messages relevant to this Software and other marketing products and services related to this Software product. AdZWN may modify this Agreement at any time, and such modifications shall be effective immediately upon posting on the Web or other method of notification to Merchant, of which notice may be provided on Web sites used with this Software.

Merchant agrees that it shall indemnify, defend and hold harmless AdZWN and its officers, directors, employees, agents and shareholders from and against any costs, expenses, including, among other expenses, attorneys' fees and expenses, losses, damages, specifically excluding consequential, exemplary, special, indirect or punitive damages, suits, claims, or liabilities incurred and arising from or relating to Merchant's marketing, promotion, distribution, use, or offer to use this Software as well as Merchant's use of the brand name under which Merchant is marketing, promoting, distributing, or using this Software.

AdZWN DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE APPLICATIONS TO BE PROVIDED BY THIS SOFTWARE UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL AdZWN OR ANYONE ELSE INVOLVED IN ADMINISTERING OR DISTRIBUTING THIS PRODUCT OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES OR LOST PROFITS, OR DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS PRODUCT, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO DATABASE RECORDS, PROGRAMS OR SERVICES, EVEN IF AdZWN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AdZWN'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL AdZWN'S LIABILITY TO MERCHANT EXCEED THE LEAST WHOLESALE AMOUNT THAT AdZWN CHARGES FOR A SINGLE-USER LICENSE OF THIS SOFTWARE.

Interpretation and enforcement of this Agreement shall be governed by the laws of the State of California. Merchant consents to jurisdiction in the federal and state courts within Broward County, California for any action arising out of or relating to Merchant's marketing, promotion, distribution, or use of this Software. The federal and state courts of Broward County, California shall have exclusive jurisdiction over all such actions. If any provision of this Agreement shall be held invalid or unenforceable in whole or in part for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of any of the remaining provisions of this Agreement.

Any failure by AdZWN to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The parties acknowledge that this Agreement and any modifications thereto constitute the complete agreement regarding this subject, and supersedes any prior oral or written communications relating to this subject.
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