SOFTWARE LICENSE AGREEMENT IMPORTANT--READ THESE TERMS CAREFULLY BEFORE DOWNLOADING THIS SOFTWARE. LINKDRIVER.COM, LLC ("LINKDRIVER") IS WILLING TO LICENSE ITS "SEARCH LINK OPTIMIZATION ENGINE" (THE "SOFTWARE"), INCLUDING ANY RELATED PRINTED MATERIALS, AND ONLINE OR ELECTRONIC DOCUMENTATION (COLLECTIVELY THE "DOCUMENTATION"), TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS IN THIS SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT"). IF YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE TYPE "I AGREE" IN THE SPACE PROVIDED BELOW. THIS WILL BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. BY TYPING "ACCEPTED AND AGREED" IN THE SPACE PROVIDED BELOW AND DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. YOU MUST AGREE TO THESE TERMS AND CONDITIONS IN ORDER TO INSTALL THE SOFTWARE. IF YOU DO NOT AGREE TO THESE TERMS, LINKDRIVER IS UNWILLING TO AND DOES NOT LICENSE THE SOFTWARE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST CLICK ON THE "DISAGREE" BUTTON AND PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING THE SOFTWARE. THE SOFTWARE PROVIDED WILL EXPIRE AND NOT FUNCTION AFTER THIRTY (30) DAYS FROM INSTALLATION UNLESS YOU PURCHASE A LICENSE AND BECOME A REGISTERED USER. UPON PURCHASING A LICENSE, A SOFTWARE KEY WILL BE PROVIDED TO YOU WHICH WILL ENABLE YOU TO CONTINUE TO USE THE SOFTWARE FOLLOWING THE EVALUATION PERIOD. IF YOU DO NOT PURCHASE A LICENSE, THE SOFTWARE WILL NO LONGER FUNCTION AFTER THE EXPIRATION OF THE THIRTY (30) DAY EVALUATION PERIOD. IN THAT EVENT, IF YOU USE LINKDRIVER TO PLACE LINKS INTO SEARCH ENGINES DURING THIS FREE TRIAL AND THEN DECIDE NOT TO PURCHASE LINKDRIVER, THOSE LINKS WILL STOP WORKING AT THE END OF THE 30-DAY TRIAL. 1. Grant of License for Evaluation Users By accepting this Agreement, you are licensed to use the Software for a thirty (30) day evaluation period. This evaluation license will be effective from the date you install the Software and shall remain in force until (a) the end of the evaluation period; (b) you convert this license into a registered license; or (c) LinkDriver otherwise terminates this Agreement, whichever is earlier. After the evaluation period, you may not use the Software unless you purchase a license and become a registered user. Unregistered use of the Software after the thirty (30) day evaluation period is a violation of federal copyright laws. Good data processing procedure dictates that any software program be thoroughly tested with non-critical data in a test environment before relying on it. You are solely responsible for your evaluation and testing of the Software. LinkDriver assumes no liability that may arise out of the use, inability to use, or possession of the Software. Unless and until you obtain a registered license, this license is for evaluation of the Software only and LinkDriver makes no representations concerning the completeness, accuracy or operation of the Software. You understand and agree that LinkDriver will not be obligated to fix reported errors, provide ongoing support or consultation while you are using the Software under this evaluation license. You accept any risk to you, your business, employees or customers arising from evaluation and use of the Software. You assume full responsibility for informing your employees and agents of the material provisions of this Agreement. As a result of the foregoing, you waive any and all claims that you may have against LinkDriver arising out of the performance or non-performance of the Software. LinkDriver shall have no liability to you under this Agreement or otherwise for damages or loss to you caused by the Software even if LinkDriver has been advised of the possibility of such damages. 2. Grant of License for Registered Users Upon your payment of the license fee to become a registered user of the Software, LinkDriver grants you a non-exclusive, non-transferable license to use the Software, including the Documentation, on a single server or personal computer to support up to the number of simultaneous users for which you have paid the license fee, and to make one backup copy of the Software, provided that: (i) the Software is installed on only one server or personal computer; (ii) the Software is NOT modified; (iii) all copyright notices are maintained on the Software; and (iv) you agree to be bound by the terms of this Agreement. 3. Restrictions The Software and Documentation shall be used only by you, only for your own personal or internal business use and not in the operation of a service bureau or for the benefit of any other person or entity. You may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. 4. Ownership You have no ownership fights in the Software. Rather, you have a license to use the Software as long as this Agreement remains in full force and effect. Ownership of the Software (including but not limited to any images, photographs, animations, video, audio, music, text, applets, or other digital media incorporated into the Software), its source code, any copies of the Software, the Documentation, and all intellectual property rights therein, are owned by and will remain the property of LinkDriver. Any other use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement. 5. Copyright The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by LinkDriver. You may not remove any proprietary notice of LinkDriver from any copy of the Software or Documentation. 6. Confidentiality You acknowledge that the Software contains proprietary trade secrets of LinkDriver and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the Software, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating the key issued to you as a registered user of the Software. 7. Maintenance and Updates When you become a registered user, LinkDriver will make available to you free of any additional cost any modifications or enhancements which LinkDriver may make to the Software and makes generally available to all registered users for a period of one (1) year from the date you become a registered user. For an additional maintenance fee of $1,000.00, payable in advance, LinkDriver will continue to make these modifications available to Licensee for a period of one (1) additional year beyond the initial free maintenance year. You may renew this maintenance and update facility each year by payment of the annual maintenance fee in effect at the time of renewal. 8. Limited Warranty THE SOFTWARE IS PROVIDED TO YOU "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LINKDRIVER DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE. LINKDRIVER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (1) REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE, (2) THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, (3) THAT THE SOFTWARE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION, (4) THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR (5) THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LINKDRIVER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. 9. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL LINKDRIVER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF LINKDRIVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LINKDRIVER'S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION OR OTHERWISE (WHETHER SUCH LIABILTY IS BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF THE LICENSE FEE PAID BY YOU FOR THE SOFTWARE AND DOCUMENTATION OR TEN DOLLARS ($10.00). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 10. Indemnification You agree to indemnify, defend by counsel reasonably acceptable to LinkDriver, protect and hold LinkDriver harmless from and against any and all claims, liabilities, losses, costs, damages, expense, including consultants' and attorneys' fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to your use of the Software or breach of this Agreement. 11. Export Restrictions This Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of the Software or information about the Software which may be imposed from time to time by the government of the United States. You shall not export the Software, Documentation or information about the Software and Documentation without consent of LinkDriver and compliance with such laws, regulations, orders, or other restrictions. You agree and certify that neither the Software nor any other technical data received from LinkDriver, nor the direct product thereof, will be exported, re-exported, or transferred except as authorized and as permitted by the laws and regulations of the United States. 12. Termination This Agreement is effective until it expires, in the case of the evaluation license, or is otherwise terminated. You may terminate this Agreement at any time by destroying or returning to LinkDriver all copies of the Software and Documentation in your possession or under your control. This Agreement will terminate immediately and automatically, with or without notice, if LinkDriver finds that you have violated any of the terms of this Agreement. Upon notification of termination, you agree to destroy or return to LinkDriver all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary fights, and non-disclosure shall survive the termination of this Agreement. 13. Contracting Parties If the Software is installed on any computer owned by a corporation or other legal entity, then this Agreement is formed by and between LinkDriver and such entity. The individual accepting and agreeing to this Agreement represents and warrants to LinkDriver that he or she has the authority to bind such entity to the terms and conditions of this Agreement. 14. Notices You agree that all notices (except for notices concerning breach of this Agreement) from LinkDriver to you may be posted on LinkDriver's Web site. Notices concerning breach will be sent to you at either the postal address or email address you have on file with LinkDriver. In either case, delivery shall be deemed to have been made three (3) days after the date sent. Notices from you to LinkDriver shall be made by email, sent to the address we provide on our web site, or by first class mail to: LinkDriver.Com, LLC 2211 E. Highland Ave., Suite 211 Phoenix, AZ 85016 Attn: General Counsel 15. General This Agreement shall be construed, interpreted and governed by the laws of the United States and the State of Arizona, as applied to agreements entered into and to be performed entirely within Arizona between Arizona residents, without regard to conflicts of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to this Agreement. The exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Maricopa County, Arizona. This Agreement shall constitute the entire Agreement between the parties hereto. No waiver of the terms of this Agreement will be binding unless in writing and signed by a duly authorized representative of LinkDriver. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU AGREE, PLEASE TYPE "I AGREE" IN THE SPACE PROVIDED BELOW. IF YOU DO NOT AGREE, CLOSE THIS WINDOW WITHOUT DOWNLOADING THE SOFTWARE.