Ivenue WEBCENTER LICENSE AND SUPPORT SERVICES AGREEMENT

1. This nonexclusive, NON-Transferable, limited license for ivenue's iWebcenters webcenter technology solution, including certain Webcenter development and hosting services (“licensed Services”) are provided to you (“you” OR “YOUR”) by Ivenue.COM, INC. (“Ivenue”) under the terms and conditions of this Agreement and written amendments thereto and any operating rules or policies established by Ivenue (collectively, the “Agreement”). Ivenue reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time.

1.1 By accepting the terms and conditions of the Agreement, YOU represent and warrant that (1) that YOUR representatives initiating and accessing the Licensed Services do so on YOUR behalf; (2) YOU will restrict such representatives to persons 18 years old or older, (3) YOU will conduct WebCenter operations solely within the United States or Canada, and (4) YOU will accept full responsibility and hold harmless Ivenue for the actions or omissions of YOUR representatives (including any and all third parties) who may utilize or otherwise access the Licensed Services. YOU agree to provide true, accurate, current and complete information about YOU as prompted by the Account Registration Form and other agreements with Ivenue; and agree to maintain and update this information to keep it true, accurate, current and complete. If any information provided by YOU is untrue, inaccurate, not current or incomplete, Ivenue has the right to terminate YOUR account and refuse any and all current or future use of the Service.

1.2 BY SIGNING THE AGREEMENT, OR BY COMPLETING THE WEBCENTER ACCOUNT REGISTRATION AND ACTIVATION PROCESS, OR BY CLICKING THE “I ACCEPT” OR “I AGREE” BUTTON, OR BY PAYING ANY APPLICABLE FEES TO Ivenue, OR BY UTILIZING OR ALLOWING OTHER PERSONS TO UTILIZE IN ANY WAY THE WEBCENTER OR WEB SITES PROVIDED BY Ivenue, YOU AGREES TO BE LEGALLY BOUND BY THE AGREEMENT AND FURTHER AGREE TO WAIVE ANY CLAIMS CONCERNING THE VALIDITY OF YOUR ASSENT. If these terms and conditions or any future changes are deemed unacceptable to YOU within thirty (30) days of so assenting to this Agreement, YOU may exercise a one time right to timely revoke such assent to this Agreement in writing within such thirty (30) day period pursuant to the notice provisions of this Agreement.

2. DEFINITIONS

Unless otherwise defined in this Agreement, capitalized terms used in this Agreement have the meanings set forth below (or the meanings otherwise provided in the body of this Agreement):

2.1 “3rd Party Web Site Development” means an Ivenue data base-driven website development method, which includes HTML (hypertext markup language) pages containing industry-specific text and imagery.

2.2 “3rd Party Web Site” or “Web Site” means the website developed by the Licensed Services and utilized by an End User.

2.3 “Ecommerce Merchant Accounts” means a transactional business service provided by a third party merchant bank in which an account is authorized and qualified to accept credit cards.

2.4 “Hosting Services” means certain technical services offered by or through Ivenue by which content is made available via the World Wide Web at a certain domain address.

2.5 “Intellectual Property Rights” or “IP Rights” means rights to any and all now known or hereafter known tangible and intangible intellectual property, including Ivenue Marks (as defined below), domain names, software (including WebCenter Automatic Builder Technology), patents, patentable inventions, copyrights, trade secrets and other such rights, owned, controlled, or licenses made available or otherwise disclosed to YOU directly or indirectly by Ivenue in connection with the Licensed Services, including by not limited to: (I) rights associated with works of authorship throughout the world, including without limitation, all copyrights (including copyrights accruing by virtue of bilateral or international copyright treaties and conventions), regardless of their medium of fixation or means of expression); (ii) rights to and under new and useful inventions, discoveries, designs and technology, including all improvements and all know-how related thereto, including all letters patent and applications for letters patent in the United States and all other countries (and all letters patent that issue therefrom) and all reissues, extensions, renewals, divisions, and continuations thereof, for the full term thereof; (iii) trade secret rights; and (iv) all other intellectual property and industrial property rights in any jurisdiction in the world not otherwise included in the foregoing.

2.6 “Ivenue Marks” means any and all now known or hereafter known tangible and intangible names, trademarks, trade names, service marks, trade dress, logos and other such rights, owned, controlled or licensed by Ivenue associated with the Services.

2.7 “WebCenter Program” or “WebCenter” means a services of Ivenue, database-driven HTML (hypertext markup language) or successor software pages containing points to facilitate website sales and distribution and includes but is not limited to 3rd Party web site development, web hosting, domain names and Ecommerce Merchant Accounts.

2.8 “Licensed Services” or “Services” means Ivenue's WebCenter Program, 3rd Party Website Development, Hosting Services, related domain name services, Ecommerce Merchant Account services, WebCenter Automatic Builder Technology and related and necessary Ivenue IP (and any and all components thereof) offered by or through Ivenue during the term of this Agreement.

2.9 “End User” means any 3rd Party web site user through Licensed Services.

3. DESCRIPTION OF IVENUE LICENSED SERVICES.

3.1 Ivenue provides its iWebcenters Licensed Services, including web site design and hosting services, for use on the Internet. Ivenue provides YOU with various Licensed Services, including access to the proprietary software (“Software”) of Ivenue and its service providers (“Service Providers”) to facilitate the creation and maintenance of Webcenters, allowing YOU to sell, develop and host individual Webcenters and Web Sites for 3rd Party Web Site customers on the World Wide Web.

3.2 For the purpose of assisting YOU in making available certain services to End Users by relying upon the Licensed Services, Ivenue utilizes WebCenter Automatic Builder Technology for YOU, using such names, logos, trade dress, designs and trademarks as YOU shall reasonably request. Such private-labeled Webcenters, 3rd Party Websites and all encompassing Licensed Services shall be hosted and supported by Ivenue during the term of this Agreement, pursuant to the terms of this Agreement. In addition, on YOUR reasonable request and at the prices established by Ivenue at the time of YOUR account initiation and as modified from time to time, Ivenue shall make available to YOU such technical, marketing and sales training and information as Ivenue in its sole discretion shall prepare.

3.3 Training and Licensed Services Group Sessions. Ivenue may offer training or Licensed Services group sessions on-line, by telephone or in-person, at its sole discretion. YOU may participate in such Ivenue training at YOUR reasonable request and at the prices established by Ivenue at the time of YOUR account initiation and as modified from time to time. YOU are solely responsible for all costs and expenses associated with any travel or the costs and expenses of YOUR employees during the provision of any training. Ivenue does not represent or warrant that the Ivenue training or group sessions are suitable for any particular purpose or particular business plan or location. YOU may not rely on such training or group sessions. YOU acknowledge YOUR exclusive obligation to make an independent determination of the suitability of Ivenue's sample training materials and information to YOUR own business practices and circumstances.

3.4 Customer Care: Ivenue shall provide Licensee customer care support and services in accordance with Ivenue's then current standard customer care policies and then current charges therefor. Ivenue Licensee customer care support and services do not extend to customer support issues relating to goods or services offered, sold or provided by 3rd Party Websites, to disputes between YOU and End Users, YOUR web site customers or third parties, or to any services other than Licensed Services as provided by this Agreement.

3.5 No 3rd Party Web Site developed by or through YOU and submitted to Ivenue for hosting may contain any content, products, services or other information that, in Ivenue's sole determination, 1) may be illegal under any applicable federal, state or international law, statute, ordinance or regulation; that may infringe or violate anyone's rights; or that, Ivenue believes in its sole discretion, is inflammatory, offensive, vulgar, obscene, dangerous or otherwise inappropriate or inconsistent with the spirit of Ivenue's Acceptable Use Policy (as amended from time to time) or the reputation of Ivenue, 2) may have received complaints, including for failure to be reasonably accessible to customers or timely fulfill customer orders; 3) has become the subject of a government complaint or investigation; or 4) has violated or threatens to violate the letter or spirit of the Ivenue Acceptable Use Policy (as amended from time to time) or the Agreement. These criteria are minimum requirements only and Ivenue in its sole discretion may consider other criteria before accepting a Web Site. NOTHING IN THIS AGREEMENT OBLIGATES IVENUE TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST ANY WEBCENTER WEB SITE ANYWHERE ON THE WORLD WIDE WEB.

4. YOUR OBLIGATIONS

4.1 YOU acknowledge and agree that YOU shall be exclusively responsible for all goods and services offered on or through YOUR WebCenter and any 3rd Party Web Sites, all materials used or displayed therein, and all acts or omissions that occur at YOUR Webcenters or 3rd Party Web Sites or in connection with YOUR account or passwords. Certain 3rd Party Web Sites may be subject to additional requirements.

4.2 YOU agree to display on YOUR WebCenter contact information for YOU, including but not limited to YOUR name, address, telephone number, fax number and e-mail address. YOU also agrees to update such information to keep it true, accurate, current and complete. YOU agree to display on the WebCenter and 3rd Party Web Sites the disclaimer set out in Section 24.

4.3 YOU agree to utilize the minimum terms and conditions established by Ivenue for YOUR End Users and 3rd party web site owners, as posted on www.iwebcenters.com and as modified from time to time. YOU may seek modifications to these terms by notice to Ivenue at the iWebcenters website. Changes may be made only with the written authorization of Ivenue. YOU acknowledge YOUR obligation to make an independent determination of the suitability of Ivenue's minimum terms and conditions and to seek modifications from Ivenue where appropriate.

4.4 YOU agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Ivenue and YOU, including the method and timing of such announcements, must have advance express written approval of an authorized representative of Ivenue. Ivenue reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of YOUR obligation regarding public announcements shall be a material breach of the Agreement. YOU acknowledge that the reputation of Ivenue is a significant business asset to Ivenue. YOU agree not to say or to do anything disparaging about Ivenue or any of its affiliated, parent or subsidiary companies, their managers, employees, officers or their products or to take any action injurious to the business interest or reputation of Ivenue or any of its affiliated, parent or subsidiary companies, their manager, employees, officers or their products.

4.5 YOU represent and warrant that YOU have full power and authority under all relevant laws and regulations: 1) to offer and sell the goods and services offered at or through YOUR WebCenter, including but not limited to holding all necessary licenses, certifications, registrations and authorizations from all necessary jurisdictions; 2) to engage in the advertising and sale of the goods or services offered at or through the WebCenter; 3) to copy and display the materials used or displayed at or through the WebCenter.

4.6 YOU represent and warrant that YOU will comply with Ivenue's then current Acceptable Use Policy (as amended from time to time) and shall not engage in any activities: 1) that constitute or encourage a violation of any applicable federal, state or international law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; 2) that defame, impersonate or invade the privacy of any third party or entity; 3) that infringe the rights of any third party, including but not limited to the intellectual property, copyright, business, contractual or fiduciary rights of others and 4) that are in any way connected with the prohibited transmission of “junk mail,” “spam” or the unsolicited mass distribution of e-mail or with any unethical or deceptive marketing practices.

4.7 YOU acknowledge and agree that Ivenue is deemed to be a third party beneficiary of YOUR agreements with YOUR End Users.

4.8 YOU shall not make any warranties or guarantees regarding Licensed Services to any third party or End User at any time without the express written consent of Ivenue.

5. PROPRIETARY RIGHTS

5.1 YOU also acknowledges and agrees that Ivenue software is intended for access and use by means of web browsing software and that Ivenue and its service provider does not commit to support any particular browsing platform or technology. Ivenue reserves the right at any time to revise and modify Ivenue Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions and other characteristics of the Software, without notice to YOU. If any revision or modification to the Software materially changes YOUR ability to conduct business, YOUR sole and exclusive remedy is to terminate the Agreement pursuant to Section 8.3 below.

5.2 Ivenue Intellectual Property. YOU acknowledge and agree that content available from Ivenue through its Licensed Services, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, trade secret and/or other proprietary rights and laws and may not be used or disclosed, in whole or part, other than as expressly approved in writing by Ivenue.

5.3 Use of Ivenue Marks: Unless otherwise agreed to by Ivenue in writing, and without altering the terms and conditions of this Section, YOU shall not use any Ivenue Marks in any manner under this Agreement, except as provided through Ivenue Licensed Services; it being specifically understood and agreed that all web site services marketed by YOU shall be under its own name, logos, trade dress, designs and trademarks. This Agreement does not grant YOU any right, title, interest or license in or to any of the Ivenue Marks. Nothing herein shall restrict Ivenue's legal or equitable rights to protect the Ivenue Marks against infringement, dilution or other misuse. YOU acknowledge Ivenue's sole ownership of the Ivenue Marks worldwide and all associated goodwill.

5.4 Ivenue Software License. Ivenue hereby grants YOU a non-exclusive, non-transferable, limited license to use Ivenue software in object code form only on a server controlled by Ivenue or its service provider on behalf of Ivenue for the sole purpose of creating and maintaining Webcenters and Web Sites on such server. YOU are not being granted any right to copy Ivenue Software or to use it on computers other than a server controlled by Ivenue or by Ivenue's service provider. YOU may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to YOU, on any server other than the servers controlled by Ivenue or its service provider without Ivenue's express written agreement.

5.5 No Other Ivenue Licenses or Transfer of Ivenue Rights: Except for the limited rights granted herein by Ivenue to YOU, Ivenue shall retain all right, title, and interest in all Licensed Services, Ivenue Marks, Ivenue IP Rights and other Ivenue intellectual property and rights associated therewith. Ivenue hereby grants to YOU a limited, non-exclusive, non-transferable, license to use the Ivenue IP Rights associated with the Licensed Services for use in the United States, and no other jurisdiction, under the terms and conditions of this Agreement solely in connection with the use of the Licensed Services by YOU for the term hereof. Notwithstanding the foregoing, YOU shall not use or distribute any publicity materials, press releases or other public statements that refer to, or describe any aspect of such Ivenue IP Rights for any purpose without Ivenue's prior written consent, which consent may be denied or given in Ivenue's sole discretion. Unless approved by Ivenue in writing, YOU shall not copy, modify, or decompile any Ivenue Intellectual Property; make derivative works thereof; or transfer, assign, or sublicense any Ivenue Intellectual Property to any third party. Except for the limited license set forth in this Section, Ivenue expressly reserves all other rights in and to the Licensed Services and associated Ivenue IP Rights. Any benefits occurring from use of such Services and IP Rights by and to YOU (or YOUR End Users) shall automatically vest in Ivenue. On or following any termination or expiration of this Agreement, YOU shall not have any continuing right to use any Licensed Services or to Ivenue IP Rights; shall immediately cease all use; and shall not retain any copies thereof (in any media).

5.6 YOUR Property. YOU agrees that by using the Service, YOU grant Ivenue and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under YOUR copyrights and other intellectual property rights, if any, in all material and content displayed in YOUR 3rd Party Web Sites to use, distribute, display, reproduce, and create derivative works from such material in any and all media now or hereinafter devised, and to display in any manner and on any property the results of search queries and comparisons conducted on Ivenue. YOU also grant Ivenue the right to maintain such content on the servers of Ivenue's service provider during the term of the Agreement and to authorize the downloading and printing of such material, or any portion thereof, by End Users for their personal use.

5.7 Unauthorized Access. YOU shall not attempt to gain unauthorized access to any servers controlled by Ivenue's service provider and shall immediately notify Ivenue at webmaster@iwebcenters.com when YOU has a reason to believe that unauthorized access has occurred or is intended or planned by any third party.

6. CONFIDENTIAL INFORMATION

6.1 YOU acknowledge that it will have access to certain confidential information concerning Ivenue's business, WebCenter plans, customer information and products, including but not limited to the terms and conditions of this Agreement (“Confidential Information:”). Ivenue's Confidential Information will include, but not be limited to any proprietary and confidential marketing plan, all Ivenue IP Rights, and all other non-public information Ivenue provides to YOU. YOU agree that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law). In no event shall less than due care be used. YOU further acknowledge that breach of the covenant in this Section will cause irreparable harm to Ivenue and YOU consent to the entry of appropriate restraining orders and/or injunctions in courts of competent jurisdiction, which in no way is intended to limit any claims for damages which Ivenue may have as a result of the breach of this covenant.

6.2 Exceptions: Information will not be deemed Confidential Information hereunder if such information: (I) prior to receipt from Ivenue, is known to YOU directly or indirectly from a source other than one having an obligation of confidentiality, (ii) independently of disclosure by YOU, its agents, employees or anyone acting on its behalf, becomes known to the YOU directly or indirectly from a source other than one having an obligation of confidentiality to Ivenue, (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement or other breach of confidentiality to Ivenue, or (iv) is independently developed by YOU, which can be confirmed by reference to written, contemporaneous and verifiable documentation.

7. FEES AND PAYMENT

7.1 YOU shall pay Ivenue pursuant to the payment plan outlined below. Time is of the essence for all payments.

7.2 YOU shall pay the WebCenter account initiation fee, the monthly service fee and all other WebCenter fees as specified at time of WebCenter activation, and as modified from time to time pursuant to Agreement. All such fees are due and payable in U.S. dollars to Ivenue. YOU agrees to make payment (1) by charge to a credit card number given by YOU and accepted by Ivenue on the date of registration or as specified by Section 8 below, (2) automatically without further action by YOU, by charge to same credit card number on the first day of each month thereafter until service is terminated pursuant to SECTION 8 or SECTION 9 below, (3) automatically without further action by YOU when additional Licensed Services are requested of Ivenue by charge to same credit card number or other credit card number verified as acceptable to Ivenue and (4) automatically without further action by YOU, by charge to same credit card number or other credit card number verified as acceptable to Ivenue for any unpaid services or fees as of the date of service termination, pursuant to SECTION 8 or SECTION 9 below. All Credit card numbers are subject to verification by Ivenue in its sole discretion. User agrees that monies accepted in consideration for creating or modifying a third-party Web site through the WebCenter interface must first be applied to activating the Web site prior to applying the payment to other purposes.

7.3 All amounts due and unpaid for more than 30 days from the due date specified by the payment plan shall be deemed delinquent. Delinquent payments may result in the imposition of a late fee, at which the rate of one percent of the unpaid balance per month, or the maximum allowable under applicable state law, whichever is higher. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of Ivenue's rights to collect the full amount due under this Agreement.. Notice of any disputes regarding payment or charges must be received by Ivenue at help@iwebcenters.com or by notice provided pursuant to Section 21.0 within 60 days after the payment is due, else YOU will be deemed to have waived any objection. If payment has not been received from YOU within 10 days from the due date specified by this Section, Ivenue may suspend, disable and terminate the WebCenter or 3rd Party Websites operated by YOU without notice.

7.4 Ivenue will use reasonable efforts to collect fees for Licensed Services from each End User. Ivenue shall have no obligation to pay YOU any fees or charges due from any End User that fails to remit payments to Ivenue, or where payment by End User fails or is subject to chargeback, or for the portion of End User payment subject to chargeback reserves. Ivenue will be entitled first to offset from such End User collections: 1) any amounts then owing by YOU to Ivenue for any WebCenter account initiation fees, monthly service fees, chargebacks, and all other WebCenter fees and charges, 2) any and all fees or charges owed by YOUR End Users for Web Site services; and 3) chargeback reserves in the amount of five percent of YOUR End User charges (net of credit card processing/transaction fees and WebCenter fees and charges) for the preceding six months. Chargeback reserve amounts, if not previously subject to End User chargebacks or otherwise uncollectible, will be deemed collected and payable to YOU by the last day of the seventh month after the date of the associated End User charge. Offsets and reserves may be applied at Ivenue's discretion to any payments otherwise owed by Ivenue to YOU. Ivenue will tender to YOU all amounts remaining after offset and reserves. Tender will be by wire transfer not later than the Friday after the end of each week (Monday through Sunday). Reasonableness of collection efforts by Ivenue shall be determined in the sole discretion of Ivenue.

7.5 Ivenue may alter its fee schedules and terms of the Agreement without advance notice to YOU. Nothing in this Agreement shall be construed in any way to require Ivenue to provide or to continue to provide Licensed Services to any existing or potential End User. Ivenue reserves the right to determine whether, and under what terms, it will provide Licensed Services to any End User. YOUR sole recourse is termination pursuant to Section 8.3 of this Agreement.

7.6 Ivenue has no obligation to establish or maintain any WebCenter or Web Site for YOU where collection amounts from YOU and YOUR End Users are less than the reserves, fees and charges owed by YOU to Ivenue, without the advance authorization and acceptance by Ivenue, and in Ivenue's sole judgment. Ivenue has no obligation to establish or maintain any WebCenter or Web Site for YOU or YOUR End Users, where Ivenue in its sold discretion determines that YOU or YOUR End Users have failed to comply with the terms and conditions of this Agreement, including the then current Acceptable Use Policy.

8. TERM

8.1 Term. The term of the Agreement shall be 30 days commencing on the date that YOUR credit card is first charged for the Licensed Services or when the YOU begins utilization of the WebCenter by electronically confirming with the “I Accept”, “I Agree”, or “Purchase My Site” button, or whenever YOU submit any payment for or utilize or allow others to utilize the WebCenter or web sites provided, whichever occurs first. The term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Sections 8.2 or 8.3, below; provided, however, that to qualify for each renewal YOU must at the time of renewal be in substantial compliance with the material terms and conditions of the Agreement. Ivenue shall have the right but not the obligation to review any Web Site for compliance with the Agreement as part of the renewal process or at any time.

8.2 Trial Period: YOU may terminate the Agreement within the first ten calendar days after Account Initiation by: 1) Site Acceptance is confirmed with the “I Accept” or “I Agree” button, or 2) after you have submitted payment to Ivenue for the Licensed Services, or 3) after YOU utilize or allow others to utilize the web site provided, or 4) after YOU sign the Agreement, whichever sooner occurs. Any charges made to YOUR credit card account for plan services will be re-credited to YOUR account within thirty days of receipt of termination notice as provided in Section 21 below.

8.3 Non-Renewal. Either Ivenue or YOU, in each party's sole and absolute discretion, may give notice of non-renewal with or without cause and without stating any reason therefor. Notice of non-renewal must be given at least 21 days prior to the end of the last renewed term pursuant to Section 8.1 and in the manner described in Section 21. Any costs incurred by Ivenue pursuant to plan terms accepted at time of Service initiation but deferred, including but not limited to any costs for domain name registration and costs for customized WebCenter or 3rd Party Web Site design, will be due and owing upon notice of non-renewal if YOU has not completed Ivenue term or plan commitments for these or other optional Ivenue services received by YOU. Ivenue will not provide refunds, pro-rata or otherwise, for any period prior to end of the term in effect .

9. TERMINATION

9.1 Termination. Either party may terminate the Agreement on 30 days notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such 30 day period, except as limited by Section 9.2 below. Ivenue reserves the right to immediately suspend any access to YOUR WebCenter or 3rd Party Web Sites, without notice, until such breach or noncompliance is cured. Notice shall be provided pursuant to Section 21.0 below.

9.2 Termination for Inappropriate, Illegal or Other Activity. Notwithstanding the foregoing, if Ivenue in its sole discretion concludes that YOU has violated any acceptable use provisions provided for and posted on the iWebcenters website, as amended from time to time, or as otherwise referenced in any Section of this Agreement, including utilizing YOUR WebCenter or any other web sites to engage in inappropriate, illegal activities or the sale of inappropriate, illegal or harmful goods or services or to engage in activities or sales that may damage the rights or reputation of Ivenue or others, Ivenue may, but has no duty to, immediately terminate YOUR Webcenters and/or 3rd Party Web Sites, including removal or disabling any such WebCenter or 3rd Party Web Site without notice. Any termination under this Section 7.2 shall take effect immediately and YOU expressly agree that it shall not have any opportunity to cure.

9.3 Cancellation of Hosting Services: Should any End User fail to pay any fees or charges by the tenth day from the date such fees are due, Ivenue in its sole discretion may immediately suspend or terminate the account provided to the defaulting End User and the affected website will no longer be operational nor will any images or information be retained by Ivenue.

9.4 Waiver. YOU expressly waive any statutory or other legal remedies inconsistent with the provisions of this Section 9.

9.5 Deletion of Information. Upon termination, Ivenue reserves the right to delete from its servers any and all information contained in YOUR WebCenter or 3rd Party Web Sites, including but no limited to order processing information, mailing lists and any Web pages generated by Ivenue or other Software.

9.6 This provision expressly confirms that Section 4 (YOUR Obligations), Section 5 (Proprietary Rights), Section 6 (Confidential Information), Section 7 (Fees and Payments), Section 10 (Effect of Termination or Non-Renewal), Section 11 (Privacy), Section 15 (Customer Interaction), Section 16 (Customers: Non-Solicitation and Exclusivity), Section 17 (Indemnification), Section 18 (Disclaimer of Warranties and Liabilities) and Section 23 (Dispute Resolution) of this Agreement shall survive any termination of the Agreement.

10. EFFECT OF TERMINATION OR NON-RENEWAL

10.1 Within 30 days after the effective date of expiration or termination of this Agreement, YOU shall return all Confidential Information (as defined herein) in its possession and will not make or retain any copies of such Confidential Information.

10.2 On the effective date of expiration or termination of this Agreement, YOUR use of and/or access to Licensed Services shall be terminated. If this Agreement is terminated by Ivenue under Sections 9.1 or 9.2, without any further action required by Ivenue or YOU, Ivenue in its sole discretion may deem any and all agreements for Licensed Services between YOU and End Users immediately assigned by YOU to Ivenue and all Licensed Services provided to End Users may continue to be provided by Ivenue and branded under YOUR Marks, to which YOU grant a limited right to Ivenue to use for such purposes; Ivenue shall retain all End User payments without any obligation to YOU.

11. PRIVACY AND DATA CONTROL

11.1 YOU and 3rd Party Web Site Information: Ivenue maintains information about YOU, YOUR customers, YOUR WebCenter and 3rd Party Web Sites on servers utilized by Ivenue, including but not limited to YOUR account registration information and clickstream data (“YOUR Information”). YOU agree that Ivenue may utilize YOUR information for marketing or other promotional purposes and may share this information with its affiliates and partners. To remove this consent at any time, YOU must notify Ivenue by electronic mail directed to privacy@iwebcenters.com, providing all YOUR contact information, including but not limited to: YOUR Company Name, address, telephone number, fax number, web site address and e-mail address. For YOUR customers to remove this consent, YOUR customers must notify Ivenue by electronic mail directed to privacy@iwebcenters.com, providing all YOUR customer's contact information, as described above.

11.2 YOU further agrees that Ivenue may disclose YOU and YOUR customers information in good faith belief that such an action is reasonably necessary: (a) to comply with the law; (b) to comply with the legal process; (c) to enforce the Agreement; (d) to respond to claims that YOU or Web Site is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interest of Ivenue, or others; provided, however, that nothing in this section shall impose a duty on to make any such disclosures.

11.3 Password. YOU shall receive passwords from Ivenue or its service provider to provide access to and use of Licensed Services. YOU are entirely responsible for any and all activities which occur under YOUR account and passwords. YOU agree to keep its password confidential, to allow no other person or company to use its account, and immediately to notify Ivenue by electronic mail directed to webmaster@iwebcenters.com if YOU has any reason to believe that the security of its account has been compromised.

11.4 Technical Access. YOU acknowledge and agree that technical processing of YOUR Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. YOU also acknowledge and agree that Ivenue and its service provider may access YOUR account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

11.5 Neither Ivenue nor its service providers are liable for any breach or lack of privacy, which may be experienced with regard to any services provided under this Agreement. For call quality and training purposes, call monitoring and recording of YOUR contacts with Ivenue or its service providers may occur. YOU expressly authorize Ivenue's monitoring and recording of telephonic calls or other electronic communications concerning YOUR account or services.

12. MAINTENANCE AND SUPPORT

12.1 YOU can obtain assistance with technical difficulties that may arise in connection with YOUR utilization of its WebCenter or Licensed Services by requesting assistance by email to help@iwebcenters.com or by request to then current customer service telephone number posted at www.iwebcenters.com. Ivenue reserves the right to establish limitations on the extent of such support and the hours at which it is available.

12.2 YOU are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Licensed Services and YOU shall be responsible for all charges related thereto.

13. ACCEPTABLE USE POLICY

In accordance with Ivenue's Acceptable Use Policy as posted at www.iwebcenters.com and as revised from time to time, Ivenue may, without any liability to YOU or any End User, immediately terminate or suspend Licensed Services to YOU and to any End User, if Ivenue determines in its sole and absolute discretion that any WebCenter or web site violates Ivenue's then current Acceptable Use Policy. At all times during the term of this Agreement, YOU shall comply, and shall require all its End Users to comply, with Ivenue's Acceptable Use Policy, as may be amended from time to time and posted at www.iwebcenters.com.

14. RELATIONSHIP WITH Ivenue AND Ivenue SERVICES

YOU acknowledges and agrees that the relationship between it and Ivenue is that of independent contractors, and nothing in this Agreement shall be construed as making YOU or any of its employees or agents an employee, partner or representative of Ivenue. YOU has neither the express nor implied authority to enter into or modify contracts, whether oral or written, on behalf of Ivenue. YOU shall not represent that its products and services or those of its End Users are affiliated with or endorsed by Ivenue in any manner. Each End User will be required to accept the terms and conditions established by YOU pursuant to Section 4.3 of this Agreement. Ivenue shall be deemed to be a third party beneficiary of any agreement(s) between YOU and any End User of Licensed Services. There are no third party beneficiaries to this Agreement.

15. CUSTOMER INTERACTION

Except as otherwise provided in this Agreement, Ivenue shall have the right and authority to directly contact an End User purchasing 3rd Party Websites from YOU for the purposes of promoting Licensed Services, billing, collecting fees owed and providing customer support. Such right and authority includes reasonable access to YOUR lists of customers and contact information (including full name, address(es), telephone number(s) and e-mail address(es), identification of Licensed Services provided pursuant to the terms of this Agreement), as provided to Ivenue during the Licensed Services registration process and as becomes available or changes since the time of registration. All Webcenters, 3rd Party Websites and customer support services provided by YOU shall be branded under YOUR marks, without reference to Ivenue.

16. CUSTOMERS: NON-SOLICITATION AND EXCLUSIVITY

YOU acknowledge and agree that the appointment of YOU as an independent contractor to sell Ivenue Licensed Services comprise valuable rights conferred on YOU. In consideration of such appointment, YOU agree to represent only Ivenue for the sale of Licensed Services (or any services competitive to the Licensed Services) and to exclusively use Ivenue as YOUR source of Licensed Services and support for the term of this Agreement. During the term of this Agreement and for a two-year period following its termination or expiration, YOU shall not solicit any of the Ivenue WebCenter or 3rd Party Website End Users for any service that competes with Ivenue products. On any violation by YOU of these restrictions, Ivenue may, in addition to its other available remedies, immediately terminate this Agreement and terminate any obligation to continue remitting collection amounts to YOU.

17. INDEMNIFICATION

YOU agrees to indemnify, defend and hold harmless Ivenue and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, service providers and agents, from any claim or demand (inclusive of attorneys fees), including any and all claims made by any third party due to or arising out of the Agreement (including any breach of this Agreement) and/or the Licensed Services by any party, including but not limited to the following: YOUR, any End User's, any third party's or Ivenue's actions, omissions or representations, YOUR use of the WebCenter or activation of any 3rd Party Web Site, any and all claims based upon the suspension, cancellation or termination by Ivenue of Licensed Services, any alleged violation of the Agreement, or any alleged violation of any rights of another, including but not limited to YOUR use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with YOUR WebCenter or YOUR 3rd Party Web Sites. Ivenue reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by YOU, but doing so shall not excuse YOUR indemnity obligations. YOU agree to pay reasonable attorney and expert witness fees and costs incurred by Ivenue or its agents or service providers in enforcing this Agreement.

18. DISCLAIMER OF WARRANTIES AND LIABILITIES

THE LICENSED SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES OF NON-INFRINGEMENT, QUALITY, EFFORTS, ACCURACY AND SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE WEB SITE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE.

THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.

YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH IVENUE OR THROUGH THE USE OF THE LICENSED SERVICES OR ANY OTHER IVENUE SERVICES IS DONE AT ITS OWN DISCRETION AND RISK AND THAT YOU WILL BE EXCLUSIVELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. IVENUE, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SERVICE PROVIDERS AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, REPLACEMENT GOODS, LOST PROFITS OR GOODWILL, LOSS OF USE, DATA OR TECHNOLOGY, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, EVEN IF IVENUE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OR INABILITY TO USE THE WEBCENTER OR WEB SITE SERVICES OR SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OR PERFORMANCE OF IVENUE SERVICES OR SOFTWARE. UNDER NO CIRCUMSTANCES SHALL IVENUE BE LIABLE FOR ANY RISKS ARISING FROM YOUR BUSINESS OPERATIONS.

IVENUE'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO IVENUE OVER THE COURSE OF THE TERM OF SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES; AS A RESULT SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

19. NO RESALE OR ASSIGNMENT OF SERVICE

YOU agree not to resell or assign or otherwise transfer its rights or obligations under the Agreement without the express prior written authorization of Ivenue.

20. FORCE MAJEURE

Ivenue shall not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet or other suppliers or carriers.

21. NOTICES

Any notices or communications under the Agreement shall be deemed delivered upon receipt by the party to whom such communication is directed, as specified following: If to Ivenue: (1) Technical inquiries, notices regarding cancellation, termination or non-renewal notice and payment inquiries shall be directed to help@iwebcenters.com; (2) all arbitration and legal notices and notices which purport to change the Agreement or assert legal entitlements under the Agreement must be sent in writing to Ivenue, Inc., Attn: Ivenue Legal Department, 250 Pilot Rd Suite 300, Las Vegas, NV 89119, by registered mail or certified mail, return receipt requested, postage prepaid and (3) all other notices or general inquiries shall be directed to help@iwebcenters.com. Such notice will be deemed to have been received on the date it is delivered. Email notice to Ivenue shall be deemed delivered when acknowledged by a response e-mail from Ivenue. If no acknowledgement is received within 72 hours, YOU may provide notice pursuant to (2) above. Notices to YOU shall be addressed at Ivenue's sole discretion either by electronic mail to the electronic address specified when YOU opens an account with Ivenue; by regular, certified or registered mail to the mailing or street address specified by YOU when the Ivenue account was opened, at Ivenue's discretion, or by regular, certified or registered mail to such other address as an authorized representative of Ivenue may expressly agree to utilize. YOU is responsible for notifying Ivenue in writing of any changes in address. YOU notice must identify YOU contact information, including but not limited to: YOU name, address, telephone number, fax number, web site address and e-mail address.

22. ENTIRE AGREEMENT

The AGREEMENT constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between parties. This Agreement shall not be modified or amended without the express written consent of an authorized representative of Ivenue.

23. DISPUTE RESOLUTION AND ARBITRATION

YOU must first present any claim or dispute to Ivenue by electronic mail, at legal@iwebcenters.com, receipt acknowledged by response e-mail. If YOUR claim or dispute cannot be resolved within 60 days and YOU choose to continue its dispute, YOU must proceed as follows:

Except as provided below, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall ultimately be settled by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in a court of competent jurisdiction. Arbitration will be conducted in Los Angeles, California by a single arbitrator. YOU understand and acknowledge that it is giving up the right to have any dispute YOU have regarding this Agreement heard by a jury and determined in a court of law.

The Parties agree that this Agreement evidences a transaction in interstate commerce and this provision for arbitration will be interpreted and enforce in accord with the Federal Arbitration Act and federal arbitration law. The parties agree that they will not seek and an arbitrator may not award relief in excess of or contrary to what this Agreement expressly provides, and may not order consolidation or class arbitration. Each party will bear the costs of arbitration equally but each is responsible for its own attorney fees in arbitration and legal proceedings.

Any arbitration shall be confidential and neither party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this dispute clause is determined by a court to be inapplicable or invalid, the remainder shall still be given full force and effect.

For any matter not subject to arbitration, the parties agree to submit to the personal and exclusive jurisdiction of the United States District Court for the Central District of California or the Los Angeles County Superior Court, as appropriate. This Agreement shall be governed by the law of the State of California without regard to the conflicts of law principles thereof.

YOU acknowledge that Paragraphs 4 through 7 and 9 through 19 are material terms of this Agreement. In as much as actual damages that would result from a breach of these provisions would be impractical or extremely difficult to fix, YOU acknowledge that Ivenue shall have the right to seek injunctive relief to prevent any anticipated or on-going breach of these provisions. Such remedy, however, shall be cumulative and non-exclusive and shall be in addition to any other remedy to which Ivenue shall be entitled. YOU further acknowledge that Ivenue at its sole and exclusive option may pursue such injunctive relief by way of arbitration or the civil court system. In the event that Ivenue chooses to seek injunctive relief by way of the civil court system, the prevailing party in any such civil action shall recover any costs and attorney's fees expended by that party in the maintenance of such claims.

Moreover, in the event of any breach of Paragraphs 4 through 7 and 9 through 19 by YOU, or in the event of any misrepresentation by YOU, and without affecting any other obligations by YOU and any other relief to which Ivenue otherwise is entitled to under this Agreement or applicable law, including but not limited to recovery of actual damages, YOU will forfeit any and all of his rights to receive any payments or benefits described in Paragraph 7 of this Agreement that are scheduled to take place but have not yet taken place after the date of such breach or misrepresentation.

24. DISCLAIMER TO CUSTOMERS AND THIRD PARTIES: Every 3rd Party web site must contain the following disclosure:

“Every Web Site hosted by Ivenue.COM, Inc. and every third party web site linked to Web Sites hosted by Ivenue.com, Inc. is the sole responsibility of the Web Site owner, AND NOT THAT OF Ivenue.COM, INC. OR iwebcenters.com.”

“Ivenue.COM, Inc. and iwebcenters.com expressly disclaim any responsibility or liability for any damage, loss or injury arising out of: The activities of any WebCenter or Web Site; the goods or services offered or the content displayed by or on any WebCenter or Web Site; for any loss or injury resulting from access or inability to access any WebCenter or Web Site; or arising out of your purchase or use of goods or services offered on any WebCenter or Web Site. If you have any questions or complaints regarding the goods or services of any WebCenter or Web Site, please contact the WebCenter or Web Site merchant directly and not Ivenue.COM, Inc. or iwebcenters.com. Most Web Sites will have a link to their contact information on their home page.”

25. MARKETING OF SERVICES

Ivenue may use distributors, agents or other representatives in the marketing of Ivenue services. Ivenue expressly disclaims, and YOU acknowledge, Ivenue's disclaimer for any liability for the actions of such individuals, by their representations, promises and/or statements which in any material way conflict with, modify, or are in contravention of the provisions of the Agreement. No Ivenue distributor, agent, employee or other representative may change, alter, revise, move or terminate the terms of the Agreement without the express written and authorized consent of an corporate officer of Ivenue.

26. ELECTRONIC FORM OF AGREEMENT

YOU acknowledge and consents to the electronic form of this Agreement and of any notice given in electronic form, all of which shall be admissible in judicial and administrative hearings based upon or relating to the terms and conditions of this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. YOUR consent to electronic form extends to all written notices from Ivenue, as provided for elsewhere in the terms of Agreement. YOU acknowledge that it has the necessary hardware and software to access to the terms and conditions posted at the web sites provided by Ivenue. YOU understand that it may remove its consent to the electronic form of contracting with Ivenue; however, in this event, Ivenue may terminate this Agreement pursuant to Section 9.2 above.

27. SEVERABILITY

In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect.

28. WAIVER

The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.

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