Software Activation

This copy of Simple Websites Plus v1.0.0 will be licensed to:

nine10

You must read and accept the terms of the Software License Agreement in order to use this software.

NINE10 INCORPORATED SOFTWARE LICENSE AGREEMENT FOR ALL PRODUCTS

THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT between you the end user and
the company for whom you work (collectively, the "Licensee"), and NINE10
INCORPORATED, an Alberta corporation (the "Licensor"), having an office
at Suite 1010, 9909-102 Street, Grande Prairie, Alberta, T8V 2V4. As
used in this Agreement, "Software" means, collectively, any and all
applications and modules of Licensor, including without limitation
WEBADMIN CMS, FLAUNTOMATIC CMS, and systems, together with any and all
enhancements, upgrades, and updates thereto that may be provided to
Licensee in the future by Licensor. If Licensee has a separate license
agreement for the use of the Software, if and to the extent of any
conflict between that agreement and this Agreement, the terms of the
separate written agreement shall prevail.

USE OF THE SOFTWARE YOU HAVE JUST LOGGED INTO INDICATES YOUR ACCEPTANCE
OF AND AGREEMENT TO THESE TERMS, AND INDICATES ACCEPTANCE OF THIS
AGREEMENT AND TERMS BY THE COMPANY FOR WHICH YOU WORK. IF YOU OR YOUR
COMPANY DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD
IMMEDIATELY DISCONTINUE USING THE SOFTWARE. LICENSOR STRONGLY URGES YOU
TO CONSULT YOUR ATTORNEY TO UNDERSTAND WHETHER ANOTHER AGREEMENT EXISTS
AND TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES WITH RESPECT TO THIS
AGREEMENT BEFORE USING THIS SOFTWARE. IF BUT ONLY TO THE EXTENT NO OTHER
AGREEMENT IS APPLICABLE, LICENSOR IS MAKING USE OF THE SOFTWARE
AVAILABLE IN STRICT RELIANCE ON YOUR AND YOUR COMPANY'S AGREEMENT TO BE
BOUND BY THIS AGREEMENT.

1. OWNERSHIP

In this Agreement, Licensor is licensing its web-based software
application products on a non-exclusive basis for use only on a web
server hosted and controlled by Licensor. Licensor is at all times the
owner of the Software and, except as specifically licensed hereby and to
third parties pursuant to non-exclusive license agreements, Licensor
retains all rights to the Software. Rights not specifically granted in
this Agreement, including without limitation Federal and International
Copyrights, are expressly reserved by Licensor.

Licensee will never receive a copy of the Software. Because some of the
Software is in a decompiled, human-perceivable form, Licensor will NEVER
release the software code for any of the Software to Licensee. The
license granted herein is entirely contingent upon Licensor hosting the
Software and NEVER releasing any copies of the Software, which means
that Licensee will never host the Software itself and may never install
the Software on any if its computers. Licensee, however, owns and has
exclusive rights to all data entered into the program's database via the
Software, and to all graphics and web page content given to Licensor to
place into the Software, on behalf of Licensee. In no event does the
License or this Agreement entitle Licensee to any rights of ownership in
any of the work flow design, process flow design, or the code in the
underlying page, program, database, software, or ANY other code used to
draw or render the elements on the web page, all of which is owned by
Licensor. It is the sole responsibility of Licensee to backup their
data.

If Licensee decides NOT to renew this License after the term of this
Agreement, or if this Agreement is terminated for any reason, Licensee
will NOT receive a copy of the Software. In such circumstances, so long
as Licensee is not in default of its obligations under this Agreement
and/or any other agreement with Licensor, Licensee may receive a copy of
all data owned by Licensee that has been entered into the respective
product's databases in a standard machine readable format. Licensor
reserves the right to charge a service fee for extraction of data owned
by Licensee.

2. GRANT OF LICENSE; LICENSOR SERVICES

Licensor grants to Licensee, and by your use of the Software Licensee
accepts, pursuant and subject to the terms and conditions of this
Agreement, a limited, nonexclusive, non-transferable, non-assignable,
revocable right to use the Software ("License"), solely and strictly in
accordance with the terms, conditions and restrictions applicable to the
License, as described herein. Unless otherwise agreed by Licensor and
Licensee in writing (including electronically), the term of the License
shall be one month, subject to extension pursuant to mutual agreement of
Licensor and Licensee.

During the term of the License, Licensor shall host the servers needed
for Licensee's use of the Software. This Agreement includes all future
bug fixes, error corrections, new releases, updates and program
improvements to the Software during the term of the License. Any other
services to be provided by Licensor, such as customizations or program
modifications and additions, shall be pursuant to separate written
agreement of the parties, but otherwise on the terms of this Agreement.

3. CONFIDENTIAL INFORMATION

Licensor shall not disclose any Confidential Information (defined below)
of Licensee that Licensor has been or hereafter becomes privy to by
hosting data that is the property of the Licensee. Licensee shall take
all reasonable steps to protect the Software and related documentation
from unauthorized copying or use. The Software source code represents
and embodies the trade secrets of Licensor and/or its licensors. The
Software source code, pricing, interfaces, data mappings, and embodied
trade secrets are NOT licensed to Licensee, and Licensee shall take all
reasonable measures to avoid any unauthorized disclosure of the same.

Licensee and Licensor each agrees (a) that it will not disclose to any
third party or use any Confidential Information disclosed to it by the
other except as necessary to perform its obligations under written
agreement with the disclosing party or otherwise as expressly permitted
in this Agreement or other written agreement between Licensor and
Licensee, and (b) that it will take all reasonable measures to maintain
the confidentiality of all Confidential Information of the other party
in its possession or control, which will in no event be less than
highest degree of care it uses to maintain the confidentiality of its
own information of similar importance. For the purposes of this
Agreement, "Confidential Information" means information about the
disclosing party's business or activities that is proprietary and
confidential, which shall include all business, financial, technical and
other information of a party (I) disclosed in writing and either (a) is
marked or designated by such party as "confidential" or "proprietary" or
(b) by the nature of the circumstances surrounding the disclosure, ought
in good faith to be treated as confidential, or (II) which is disclosed
orally and either (a) is identified as confidential at the time of
disclosure or (b) within 5 days of such disclosure, is summarized in a
written memorandum identifying the disclosure as confidential. In any
event, all data supplied by Licensee to Licensor for import into the
Software shall be Confidential Information. Confidential Information
will not include information that (a) is in or enters the public domain
without breach of this Agreement, (b) the receiving party lawfully
receives from a third party without restriction on disclosure and
without breach of a nondisclosure obligation, (c) the receiving party
knew prior to receiving such information from the disclosing party, or
(d) the receiving party develops independently of any information
originating from the disclosing party. Upon expiration or termination of
this Agreement, each party will: (a) immediately cease all use of the
other party's Confidential Information; and (b) within ten calendar days
after such expiration or termination, certify in writing to the other
party that it has permanently erased from computer memory, destroyed or
returned to the other party the other party's Confidential Information,
as well as any copies thereof on any media or in any form.

4. INDEMNIFICATION FOR INFRINGEMENT CLAIM

Licensor warrants that it owns or has obtained all proprietary and
intellectual property rights necessary to grant the License herein and
shall indemnify and hold harmless Licensee from any and all claims,
demands, and causes of action asserted by third parties alleging that
Licensee's use of the Software as contemplated herein violates such
third party's proprietary or intellectual property rights.

5. COMPLIANCE WITH APPLICABLE LAW

Licensee shall comply with all applicable laws, rules and regulations in
its use of the Software (and any other software or hardware of
Licensor). Licensee agrees to indemnify Licensor and its owners,
officers, employees, representatives, agents, licensors, successors and
assigns (collectively, the "Licensor Parties"), and hold Licensor each
of the other Licensor Parties harmless, from and against any and all
claims, damages, charges, costs, expenses, causes of action, liabilities
and other obligations resulting from Licensee's failure to so comply.

6. STANDARDS FOR ACCEPTING CLIENT EMAIL LISTS

Licensee shall send emails on an "Opt-In" basis only; no email sends
shall be made unless they are "Opt-In" and are in compliance with all
applicable laws. Licensor strongly urges Licensee to send to double
Opt-In lists only. In no event shall any Software be used to send SPAM.
As used herein, "Spam" shall mean (a) unsolicited commercial email sent
to a recipient who has not provided his/her/its email address directly
to the sender or sent to a recipient who would not have a reasonable
expectation of receiving email from the sender, or (b) any email
advertising illicit or illegal activities, or (c) any electronic message
sent to email addresses provided by a third party. Licensee agrees that
its data and lists loaded into the Software will not be used to send
Spam, or otherwise constitute Spam, and that all emails sent by or on
behalf of Licensee will comply with all applicable laws, and the
Acceptable Use Policies of Licensor's hosting and bandwidth providers.
Licensee accepts any and all liability for, and agrees to indemnify and
hold harmless Licensor and the other Licensor Parties from and against,
any and all costs, expenses, liabilities, damages and other obligations
in connection with any and all complaints, fines, cleaning of IP
addresses and/or other services required as a result of supplying
Licensor with addresses and/or sending electronic mail that do not
comply with the foregoing.

7. OPT-OUT POLICY

All emails built and/or sent by or on behalf of Licensee using the
Software must use a built-in unsubscribe link. Clicking unsubscribe
links in the Software will flag an email address of a contact in
Licensee's database as an "Opt-Out" and prevent sending of email to that
contact email address in the future. Licensee shall remove all contacts
that have elected to unsubscribe within 48 hours of receipt of the
written request.

8. LICENSE FEES

The fees to be paid by Licensee to Licensor for the License shall be as
agreed by the parties in a separate written (paper or electronic)
agreement, and billed in monthly, quarterly or other regular invoices,
payable on or before the first day of each month the License is in
effect, or such other due date as shown on the invoices.

9. SERVICE FEES

This Agreement does not include monthly customizations or program
customizations or integrations. Any programming services requested by
Licensee are subject to prior agreement of Licensor; fees for
programming services will be billed at $125.00 per hour unless agreed
otherwise by Licensor in writing. Additional services shall be available
by Licensor upon mutual agreement, for additional fees.

10. REIMBURSABLE EXPENSES

In addition to the fees for the License and for services, if and as
applicable, Licensee shall reimburse Licensor for all expenses incurred
by Licensor with the prior approval of Licensee in the performance of
requested services, such as additions to the products, including but not
limited to expenses of transportation in connection with providing
services, reasonable expenses for out-of-town travel including meals,
rental cars and lodging, professional and programming services which may
be required such as secondary employees and other experts, as well as
outside services such as programmers. Records of reimbursable expenses
including statements and receipts shall be provided to Licensee along
with the invoice to which they pertain.

11. DEFAULT; CURE; SUSPENSION; TERMINATION

In the event Licensee fails to make any payment when due hereunder,
Licensor shall give Licensee written notice of such failure via
certified mail. If such payment is not received by Licensor within five
(5) days after such written notice is sent by Licensor, Licensor may
immediately either (a) terminate the License and this Agreement without
further notice, or (b) suspend the License and performance of services
under this Agreement. In the event of a suspension, the License and this
Agreement and any agreed upon services will be restored upon Licensor's
receipt of payment in full hereunder plus a late fee of ten percent
(10%) of the amount of the late payment.

Other than Licensee's payment default, in the event that either party
believes the other has failed to substantially perform in accordance
with the terms of the Agreement, the non-defaulting party shall submit
written notice via certified mail to the defaulting party describing in
detail the alleged deficiencies by the defaulting party. The defaulting
party shall have 15 days from the date notice was received to cure such
deficiencies. If the deficiencies remain uncured after such 15 day
period, the non-defaulting party may terminate this Agreement.

In the event of any suspension or termination, Licensor shall have no
liability whatsoever to the Licensee for delay or damage caused the
Licensee due to such suspension or termination. Any notices to be
delivered to Licensor hereunder shall be sent to the address of Licensor
set forth above. Any notices to be delivered to Licensee hereunder shall
be sent to the address last known by Licensor for Licensee. Upon
termination of the License and/or this Agreement, the terms, rights and
obligations under this Agreement which by their nature should survive
termination shall survive (such as, without limitation, Sections 1, 3
through 5, 8 through 10, 12 through 15 and 17).

12. GOVERNING LAW

This Agreement shall be governed by the laws of the Province of Alberta.

13. ASSIGNMENT AND TRANSFER

Licensee shall have no right whatsoever to transfer or assign this
Agreement or the License. Licensor shall not assign this Agreement
without the written consent of Licensee. Subject to the foregoing, this
Agreement shall be binding on the heirs, executors, administrators
successors and assigns of the respective parties.

14. PERSONNEL HIRING POLICY; HIRING FEES

Licensee acknowledges and agrees that Licensor has invested substantial
time, money and other resources in building its professional staff. This
staff constitutes a substantial company resource and valuable asset of
Licensor. In recognition of this fact, in the event Licensee hires an
employee of Licensor during the term of this Agreement or within one
year after termination of this Agreement, Licensee agrees to and shall
pay to Licensor a fee in an amount equal to 30% of such new hire's first
year salary, plus anticipated commissions and bonuses for the first
year. This fee shall be payable immediately upon hire of the individual.

15. ENTIRE AGREEMENT

This Agreement represents the entire and integrated agreement between
Licensee and Licensor, and supersedes all prior negotiations and/or
representations; provided, however, that in the event Licensor and
Licensee have entered into a separate written agreement which
specifically provides that it supersedes this Agreement, such other
agreement shall prevail if and to the extent of any inconsistencies
between the two agreements. Further, in the event that the effective
dates of any other applicable agreement have lapsed without extension,
renewal or replacement, this Agreement becomes the definitive agreement
for Licensee's use of the Software. This Agreement may be amended or
superseded only by written instrument signed by both the Licensee and
the Licensor.

16. LIMITATIONS ON DAMAGES

In no event will Licensor or any of the other Licensor Parties be liable
to Licensee for any consequential, indirect, special, incidental or
consequential damages (including damages for loss of business profits,
business interruption, loss of business information, and the like)
arising out of the use or inability to use the Software, or based on
breach of contract, tort (including negligence), product liability or
otherwise, even if Licensor or any of the other Licensor Parties have
been advised of the possibility of such damages and even if a remedy set
forth herein is found to have failed of its essential purpose.

Except with respect to its obligations pursuant to Section 4 above, the
liability of Licensor or any other Licensor Party to Licensee for actual
damages from any cause whatsoever, and regardless of the form of the
action (whether in contract, tort including negligence, product
liability or otherwise), shall in no event exceed $100.

Licensor makes no representations or warranties, express or implied,
including without limitation the fitness for a particular purpose,
regarding the Software or any services provided by Licensor. Licensor
does not warrant, guarantee or make any representations regarding the
use or the results of the use of the Software in terms of its
correctness, accuracy, reliability, currentness or otherwise. The entire
risk as to the results and performance of the Software is assumed by
Licensee.

Nothing contained in this Agreement shall create a contractual
relationship with, or a cause of action in favor of, a third party
against either the Licensee or Licensor.

IF YOU DO NOT AGREE TO ALL OF THE FOREGOING TERMS AND CONDITIONS, LOG
OFF THIS SOFTWARE NOW. YOUR USE OF THE SOFTWARE CONSTITUTES YOUR
AGREEMENT, FOR YOU AND YOUR COMPANY, TO BE BOUND BY THE TERMS AND
CONDITIONS OF THIS AGREEMENT.