AdRevolver Banner Manager 1.2.9

EULA - End User License Agreement

END-USER SOFTWARE LICENSE AGREEMENT

THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Please read this Agreement carefully. At the end, you will be asked to accept this Agreement and continue to install or; if you do not wish to accept this Agreement, to decline this Agreement, in which case you will not be able to use the Software.

1. License

1.1 In this license agreement ("License Agreement"), you, the purchaser of the license rights granted by this Agreement, are referred to as "Licensee" or "You." In accordance with the terms and conditions of this License Agreement, AdRevolver ("Licensor") grants Licensee the nonexclusive license to use the accompanying software ("Software") and documentation ("Documentation") only in the country where acquired. In this License Agreement, the Software and Documentation and any copies, upgrades, updates, patches, or modifications are collectively referred to as the "Licensed Product."

1.2 All rights to and in the Licensed Product, including, but not limited to, copyrights, moral rights, or other intellectual property rights, and trade secret rights, belong solely to Licensor and Licensor holds title to each copy of the Licensed Product. The Licensed Product is owned by Licensor and its structure, organization and code (both object code and source code) are the valuable trade secrets of and are proprietary to Licensor. The Licensed Product also is protected by United States Copyright Law and International Treaty provisions. You may use Licensors trademarks and service marks only insofar as required to comply with this Agreement and to identify printed output produced by the Software, in accordance with accepted trademark practice, including clear and express identification of the trademark owners name. Such use of any trademark does not give you any rights of ownership or other license to use that trademark. This Agreement does not grant you any intellectual property rights in the Software. The Software shall only be used on the equipment and IP addresses and Ports expressly described on Exhibit 1.2. Licensee shall not transfer or distribute the Licensed Product, or any portion thereof, to others, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy or modify the Licensed Product, except that Licensee may generate a single copy of the Software for the sole purpose of backup (the "Backup Copy") as long as all copyright and other notices are reproduced and included on the Backup Copy.

2. Term

After the first installation of the Software and after any action that causes the change of IP address or Port assigned to the Software, you must confirm an authorization request of Licensor within seven (7) business days. If no confirmation is received within the given time, Licensor reserves the right to terminate your license. Thereafter, this License Agreement shall be effective until terminated. Licensee may terminate this License Agreement by returning the Licensed Product to Licensor together with any Backup Copy. Licensor may terminate this License Agreement if Licensee breaches any of the terms and conditions. Upon termination of this License Agreement for any reason, Licensee shall return the Licensed Product and any Backup Copy to Licensor. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensors proprietary rights shall survive termination.

3. Object Code

The Software is delivered in object code only. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. You may not otherwise alter or modify the installer program or create a new installer for the Software. Use of any plug-in or enhancement not distributed by Licensor that permits you to modify the Software is expressly prohibited by this Agreement and shall immediately cause you to breach this Agreement. LICENSEE HEREBY AGREES AND ACKNOWLEDGES THAT LICENSOR OWNS AND RETAINS FULL RIGHT, TITLE AND INTEREST TO THE SOURCE CODE OF THE LICENSED PRODUCT.

4. Limited Warranty

4.1 Licensor does not warrant that the functions contained in the Licensed Product will meet Licensees requirements or that the operation of the Software will be uninterrupted or error free. Licensor only warrants that the media on which the Software is furnished will be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the date of delivery ("Warranty Period"). Licensees exclusive remedy under this limited warranty is the replacement of any defective physical media on which the Software is furnished, as provided below. To receive a replacement for defective media under this limited warranty, Licensee shall return the defective media to Supplier during the Warranty Period, with proof of payment.

4.2 EXCEPT AS PROVIDED ABOVE, THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE.

5. Limitation of Liability

LICENSORS SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA ACCORDING TO THE LIMITED WARRANTY ABOVE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.

6. General

Any Software provided to Licensee by Licensor shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void. This Agreement shall be governed by and interpreted under the laws of the State of Louisiana, United States of America, without regard to conflicts of law provisions. In the case of the United States Government or an agency thereof as Licensee, the following additional terms apply: Restricted Computer Software, as defined in the Rights in Data-General clause at Federal Acquisition Regulations 52.2227-14; and the following legend, as applicable:

Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013.

This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms.

Licensor further does not warrant or guarantee that all Software versions or users shall be provided with similar grades and level of features, functionality and the ability to use the Software. Licensor does not warrant or guarantee 1) that any program or information will be free of infection by viruses, worms, Trojan horses or anything else manifesting contaminating or destructive properties; 2) that the information available on or through the use of the Software or the Licensor services will not contain adult-oriented material, or material which some individuals may deem objectionable; or 3) that the functions or services performed by Licensor will be uninterrupted or error-free or that defects in the Software and the Licensor services will be corrected. IT IS YOUR SOLE RESPONSIBILITY TO ISOLATE SOFTWARE AND INFORMATION, EXECUTE ANTICONTAMINATION SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT SOFTWARE OR INFORMATION, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM.

7. Support

Licensor may provide support services related to the Software ("Support Services"). Use of Support Services is governed by a separate agreement and may conflict with policies and programs described on the Softwares "online" documentation and the Softwares web site. Any supplemental software code or alteration in database scheme provided to you as part of the support services shall be considered part of the Software and subject to the terms and conditions of this Agreement.

8. Continuing Effect

Licensor may change, from time to time, the Agreement with or without a release of a new version of the Software. By continuing to use the Software and/or the Licensor services, for a period of thirty (30) days after such notice has been provided on the Licensor network or web sites for the first time, you signify your consent to the new or revised set of the Agreement. Subject to the foregoing, you further agree to be bound by the provisions of any license agreement(s) available on the Licensor web site, if such license is marked with a more recent date than that on the license agreement that accompanies your Software.

9. Warnings and Notes

You acknowledge that the various notes, notices and warnings available on the Software and the Licensor services are provided as a convenience only. The inclusion of such notes does not constitute an obligation on Licensor to provide such notes, notices and warnings in other places or features of the Software or Licensor services.

Licensor Corporation, Cordeval, LLC d/b/a AdRevolver, Baton Rouge, La.

BY CLICKING "YES" BELOW, LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERCEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.