End User License


This End User License (the “Agreement”) is made via the date stamp of
electronic agreement (the “Effective Date”), between Imre Communications,
LLC, with offices at 909 Ridgebrook Road, Baltimore, Maryland 21152
(“Licensor”), and the client, with office reflected in their account
information. Licensor owns intellectual property assets which comprise
a proprietary hosted blogging system (the “ 4S System”) more
specifically described on attached Exhibit A. Company desires to
obtain the rights to access and use the 4S System in accordance with
the terms and conditions of this Agreement. In consideration of the
foregoing and the mutual covenants and promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of
which are mutually acknowledged, the parties, intending to be legally
bound, covenant and agree as follows:


1.         Definitions. For purposes of this Agreement, the following
terms shall have the following meanings whenever capitalized:

“4S System” shall mean the hosted blogging software and related
tracking and related intellectual property described on attached
Exhibit A, a portion of which operates on the 4S System Server.

“4S System Server” shall mean the server(s) owned, leased or otherwise
controlled by Licensor.

“4S System Updates” shall mean any version of the 4S System, developed
subsequent to the Effective Date, which implements improvements,
augmentations, or corrections or new versions or enhancements.

“Affiliates” shall mean, with respect to any Person, a Person that
directly or indirectly, through one of more intermediaries, controls,
is controlled by or is under common control with, the first Person.

“Company Content” shall mean the editorial, graphical, and/or HTML
code materials provided by or created by or on behalf of Company as
blog content to be incorporated into the 4S System.

“Documentation” means any user manuals, technical manuals, reference
manuals, instructions, or other similar documents relating to all or
any part of the Licensor Technology prepared by or for Licensor and
made available to Company.

“Licensor Technology” shall mean the 4S System, 4S System Server,
Licensor Marks and 4S System Updates and any and all intellectual
property rights related thereto.

“Marks” shall mean logos, trademarks, service marks, trade names or
domain names to be provided by one party to the other in accordance
with this Agreement.

“Person” shall mean any natural person, corporation, general
partnership, limited partnership, limited liability company, limited
liability partnership, proprietorship, trust, union, association,
court, tribunal, agency, government, department, commission,
self‑regulatory organization, arbitrator, board, bureau,
instrumentality or other entity, enterprise, authority or business
organization.


2.         Grant of Rights and Restrictions.

2.1       License. Subject to the terms and conditions contained in
this Agreement, Licensor grants to Company, and Company accepts, a
worldwide, non‑exclusive, non‑transferable, non‑sublicensable right
and license to access the 4S System during the Term of this Agreement,
solely in the form of compiled, executable code, through the 4S System
Server, solely for its intended use to incorporate content within the
hosted blogging software and related tracking applications and
distribution system within the 4S System through the Internet.

2.2       Restrictions. Except as otherwise set forth hereunder,
Company shall not assign, modify, create derivative works of,
sublicense, market, copy, co‑brand, private label, grant third parties
the right to use or have access to the Licensor Technology, or any
portion thereof or transfer, or pledge as security or otherwise
encumber, the rights and licenses granted hereunder with respect to
the Licensor Technology, or any portion thereof. Company shall not
modify, reverse engineer, decompile, reverse, compile, translate,
adapt or disassemble, or in any way attempt to reconstruct or discover
any source code or algorithms of the Licensor Technology, or any
portion thereof, by any means whatsoever. Except as otherwise set
forth herein, Company shall not use the Licensor Technology, or any
portion thereof, in any manner to provide service bureau, time‑sharing
or other computer services to third parties or for the benefit of
third parties. Company shall not cause or permit any third party to do
any of the foregoing.

2.3       Company Content License. Company hereby grants to Licensor
during the term hereof a world‑wide, non‑exclusive right and license
to (a) use the Company Content in connection with the provision of the
4S System to Company; (b) reproduce the Company Content and modify it
in connection with the provision of the 4S System to Company; and (c)
reproduce, distribute, publicly perform, publicly display and
digitally perform the Company Content as incorporated in the 4S System
from the 4S System Server pursuant to this Agreement. Any rights not
expressly granted by Company to Licensor are reserved by Company, and
all implied licenses are disclaimed. Licensor shall not exceed the
scope of the license granted hereunder.

2.4       Proprietary Notices. Company shall affix to all materials
that bear any Licensor Mark, including, but not limited to, all web
pages located within the Company website, stationary, labels,
packaging, advertising and promotional materials, manuals, invoices
and all other printed materials, (a) notices in compliance with
applicable laws, including, without limitation, trademark laws; and
(b) such legend as Licensor may reasonably designate from time to time
by written notice to Company.

2.5       Reserved Rights. Any rights not expressly granted by
Licensor to Company are reserved by Licensor, and all implied licenses
are disclaimed. Company shall not exceed the scope of the licenses
granted hereunder.


3.         Hosting and Connectivity.

3.1       Hosting of 4S System. Licensor shall, at its own expense,
install and maintain the 4S System on the 4S System Server. Licensor
shall bear sole responsibility for the operation and maintenance of
the 4S System Server hardware, its operating system and/or its
platform software and any third‑party application software associated
with, or necessary for, the operation and functioning of the 4S System
Server, including functions associated with access to and operation of
the 4S System in accordance with this Agreement.

3.2       Link to the 4S System Server. Licensor shall not be
responsible for the Company’s and End User’s connection to the 4S
System Server and 4S System. Company shall be solely responsible for
any computer equipment and operating software required to access and
use the 4S System. Such equipment and software shall include the
components and conform to the minimum configuration requirements
specified in any documentation provided to Company by Licensor.



3.3       Licensor Technology. Licensor shall be solely responsible
for creating, managing and otherwise controlling the Licensor
Technology.



3.4       Company Content. Company shall be solely responsible for
creating, editing, reviewing, deleting and otherwise controlling the
Company Content. Licensor shall use commercially reasonable efforts to
integrate the Company Content into the 4S System, including converting
such Company Content into XML for RSS functionality.



4.         Fees, Payment and Accounting.



4.1       Payments. Company shall pay the set-up fee set forth on
attached Exhibit B. In addition, Company shall pre‑pay (pro‑rated for
any fractional month) on the first of each month the maintenance fees
in accordance with the schedule set forth on attached Exhibit B.
Licensor may prospectively amend the fees set forth on Exhibit B of
this Agreement generally applicable to all its clients, with three
months prior written notice to Company; provided, however, that if the
price amendment by Licensor is not acceptable to Company, then Company
may terminate this Agreement by written notice to the Licensor at
least thirty (30) days prior to the scheduled effective date of
Licensor’s price amendment. All fees and other payments set forth
herein shall exclude, and Company shall pay, any sales, use, property,
license, value added, withholding, excise or similar federal, state,
local or foreign tax, related to the parties’ performance of their
obligations or exercise of their rights under this Agreement and any
related duties, tariffs, imposts and similar charges, except for taxes
based on Licensor’s net income. In addition to any other rights of
Licensor hereunder, Licensor may charge Company interest on the
outstanding balance of any overdue fees, charges or expenses at a rate
equal to one and one‑half percent (1.5%) per month or the highest rate
permitted by applicable law, whichever is lower. Company shall
reimburse Licensor for all reasonable costs and expenses incurred
(including reasonable attorneys’ fees) in collecting any overdue
amounts. Licensor’s obligations hereunder, and Company’s right to
access the Licensor Technology, are subject to the Company’s timely
payment of all fees hereunder. If payment is not received within 90
days, Licensor reserves the right to terminate the Company’s account
and this license.



4.2       Verification and Audit. At Licensor’s written request,
Company shall furnish Licensor with a certification signed by Company,
together with any detail or documentation supporting such
certification as reasonably requested by Licensor, verifying that the
Licensor Technology is being used in accordance with the terms and
conditions of this Agreement.



5.         Support and Maintenance.



5.1       Support Obligations. Licensor shall use commercially
reasonable efforts to provide support to Company when the 4S System or
any material component thereof does not substantially perform in
accordance with the specifications in Exhibit A, including when any
material component of the 4S System is interrupted for reasons other
than beyond the control of Licensor and there is a risk of recurrence.
Licensor shall provide Company with one hour of conference call
training to demonstrate data entry and editing functions within the 4S
System. To the extent that Company desires support at other levels,
such support shall be provided on mutually acceptable terms.



5.2       Updates to 4S System. Licensor agrees to provide Company, at
no charge, any and all 4S System Updates that are generally made
available by Licensor to its customers.



5.3       Professional Services. For professional and/or technical
support services requested by Company, including without limitation,
search engine ranking, in excess of those services set forth in
Section 5.1, Licensor shall charge Company for such services at
Licensor’s then current rates, and Company shall reimburse Licensor
for any and all reasonable out‑of‑pocket expenses related to
Licensor’s performance of any such services.



6.         Use of 4S System.



6.1       Access to 4S System. Company shall cause any and all of its
employees and contractors to comply with the terms of this Agreement.
Company shall notify Licensor immediately of any unauthorized use of
the 4S System or any other breach of its security, including but not
limited to unauthorized use of a password. Licensor shall have no
obligation to monitor the use of the 4S System and/or the Company
Content. However, Licensor reserves the right at all times to monitor,
review, retain and/or disclose any information as necessary to satisfy
any applicable law, statute, regulation, rule, legal process or other
governmental request.



6.2       Access to Third‑Party Sites. The 4S System may enable a user
or recipient of Company Content to access a third party web site or
content (“Linked Sites”). Company understands and acknowledges that
Licensor does not screen, approve, review or otherwise endorse any
content or information contained on any Linked Sites. The Linked Sites
are not under the control of Licensor, and Licensor makes no
representations or warranties regarding the Linked Sites or their
users. Company understands and acknowledges that Licensor shall not be
responsible for the content of any Linked Site (including, but not
limited to, the accuracy or availability of information provided by
the Linked Site), any link contained in any Linked Site, or any
changes or updates to such Linked Sites and that Licensor shall not be
responsible for webcasting or any other form of transmission received
from any Linked Site.



6.3       No Spam. Licensor has the right, in its sole discretion, to
terminate any End User account which it believes, in its sole
discretion, is transmitting or is otherwise connected to or with any
(i) trojan horses, worms, viruses or other destructive software, (ii)
text or spam practices that have the potential effect of reducing or
adversely affecting search engine optimization or placement, (ii)
spam, pornographic images or content, or any content that defames or
slanders an individual.



6.4       Passwords and Use. Company is responsible for all uses of
Company’s passwords for access to the 4S System, whether or not
authorized by Company. Company is responsible for maintaining the
confidentiality of Company’s passwords. Company agrees to immediately
notify Licensor of any unauthorized use of a Company password of which
Company becomes aware.



7.         Intellectual Property. Company acknowledges that, as
between the parties, Licensor retains all right, title and interest in
and to the Licensor Technology, including, but not limited to,
copyrights, trademarks, service marks, patents and other proprietary
rights, and no such rights are conveyed to Company by virtue of this
Agreement. Licensor acknowledges that, as between the parties, Company
retains all right, title and interest in and to the Company Content,
including, but not limited to, copyrights, trademarks and other
proprietary rights, and no such rights are conveyed to Licensor by
virtue of this Agreement.



8.         Warranties.



8.1       Availability of 4S System Server. Subject to the limits set
forth in this Agreement, as of the Effective Date and at all times
during the Term, Licensor warrants to Reseller and its Clients that:
(a) it shall use commercially reasonably efforts to make the 4S System
Server operational, subject to maintenance, force majeure events and
any other event not within the control of Licensor; (b) the 4S System,
when properly integrated used pursuant to and as set forth in the
Documentation, shall function in accordance with the specifications
set forth in Exhibit A; (b) Licensor has the unrestricted right to
manufacture, license, sell and deliver the 4S System to Reseller and
to permit Reseller to license the 4S System to Clients on the terms
and conditions set forth in this Agreement and the End User License;
and (c) to Licensor’s knowledge, the 4S System does not infringe any
U.S. patent, copyright, trademark, trade secret or other U.S.
proprietary or intellectual property right of any third party.  The
preceding warranties do not apply with respect to any design or
development work undertaken by a party other than Licensor or if the
4S System is hosted on a server other than one maintained by Licensor.



8.2       No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTION 8, LICENSOR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS,
EXPRESS, IMPLIED AND STATUTORY, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON‑INFRINGEMENT. THE LICENSOR TECHNOLOGY IS PROVIDED “AS
IS.” ANY USE OF THE LICENSOR TECHNOLOGY BY COMPANY IS AT COMPANY’S OWN
RISK. LICENSOR DOES NOT WARRANT THAT THE LICENSOR TECHNOLOGY SHALL
MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSOR
TECHNOLOGY SHALL BE UNINTERRUPTED OR ERROR‑FREE OR THAT ALL ERRORS
SHALL BE CORRECTED. COMPANY ACKNOWLEDGES AND AGREES THAT LICENSOR
SHALL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION
OF A COMPANY AND/OR AN END USER’S TRANSMISSIONS OR DATA, ANY MATERIAL
OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. COMPANY ACKNOWLEDGES
AND AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE FOR OR LIABLE FOR
ANY CONTENT OR CONDUCT OF ANY THIRD PARTY, INCLUDING, WITHOUT
LIMITATION, COMPANY CONTENT OR CONTENT OF ANY LINKED SITES. COMPANY
ACKNOWLEDGES AND AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY
CONTENT SENT USING AND/OR INCLUDED IN THE LICENSOR TECHNOLOGY BY ANY
END USER OR OTHER THIRD PARTY. IF ANY OF THE EXCLUSIONS SET FORTH IN
THIS SECTION 8 IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO
BE UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES AND
CONDITIONS SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30)
DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES OR CONDITIONS SHALL
APPLY AFTER THAT PERIOD.



9.         Confidential Information. Each party acknowledges that
during the term of this Agreement it may receive certain Confidential
Information of the other party. Except as expressly set forth herein,
the party receiving the Confidential Information (“Receiving Party”)
agrees that it will keep confidential and will not use or disclose (or
permit any third party to use or disclose) to any third party any or
all Confidential Information of the other party (“Disclosing Party”)
at any time. Receiving Party shall use its best efforts to protect the
secrecy of and avoid the disclosure and unauthorized use of Disclosing
Party’s Confidential Information. In preserving the confidence of
Disclosing Party’s Confidential Information, Receiving Party shall use
the same standard of care that it would use to secure and safeguard
its own Confidential Information, but in no event less than reasonable
care. Receiving Party shall, at its own expense, (a) immediately
notify Disclosing Party of any unauthorized possession, use or
knowledge, or attempt thereof, of Disclosing Party’s Confidential
Information by any third party; (b) promptly furnish to Disclosing
Party full details of the unauthorized possession, use or knowledge or
attempt thereof, and use reasonable efforts to assist Disclosing Party
in investigating or preventing the recurrence of any unauthorized
possession, use or knowledge or attempt thereof, of Disclosing Party’s
Confidential Information; and (c) promptly use all reasonable efforts
to prevent a recurrence of any unauthorized possession, use or
knowledge of Disclosing Party’s Confidential Information.
“Confidential Information” shall mean (i) any and all proprietary
information, formulae, patterns, compilations, technology, software
(in source, binary, object code or any other form), firmware, code,
hardware, documentation, developments, inventions, lists, trade
secrets, technical data, data compilations, processes, programs,
devices, designs, drawings, methods, techniques, know‑how, ideas,
research, plans (marketing, business, strategic or otherwise),
customer information and other business arrangements, pricing and
other financial data, whether in written, digital, oral or other form,
and any and all intellectual property rights related thereto
(collectively, “Information”) that (A) derives independent economic
value, actual or potential, from not being generally known to the
public or to any other third party who can obtain economic value from
its disclosure or use, and (B) is the subject of efforts by Disclosing
Party that are reasonable under the circumstances to maintain its
secrecy; (ii) any Information (A) unique to Disclosing Party that has
a significant business purpose and is not known or generally available
from sources outside of Disclosing Party or typical of industry
practice, or (B) the disclosure of which would have a material adverse
effect on any of the businesses of Disclosing Party; (iii) any
Information that is designated in writing to be confidential or
proprietary, or if given orally, is designated at the time of
disclosure as being disclosed as confidential or proprietary, or that
reasonably could be considered of a proprietary or confidential
nature; or (iv) any Information that is required by law or by
Disclosing Party’s internal policies to be kept confidential.
Disclosing Party’s failure to mark any Confidential Information as
confidential, proprietary or otherwise shall not affect its status as
Confidential Information hereunder. It is expressly understood by
Receiving Party that the existence of this Agreement and entire
contents hereof are confidential. Except as expressly set forth
herein, Receiving Party agrees (w) not to use any Confidential
Information for any purpose except as otherwise expressly permitted
hereunder; and (x) to disclose such Confidential Information only to
employees (or third‑party subcontractors permitted under this
Agreement) who have a need to know such Confidential Information for
purposes of this Agreement and who are under a duty of confidentiality
no less restrictive than that set forth herein. Notwithstanding the
foregoing, Confidential Information does not include Information that
(y) is shown by written record to be in the public domain at the time
of disclosure or becomes available thereafter to the public without
restriction and not as a result of any act or omission of Receiving
Party; or (z) is approved for disclosure by Disclosing Party’s written
authorization. This Section 9 shall survive any termination of this
Agreement for so long as any Confidential Information obtained by a
Receiving Party remains Confidential Information.



10.       Term and Termination.



10.1     Term. The “Term” of this Agreement shall be one year from the
Effective Date and shall automatically renew for additional one year
terms unless terminated under the following paragraphs of this Section
10.



10.2     Cancellation for Breach. This Agreement may be cancelled at
any time by either party if the other party breaches any provision of
this Agreement. The party desiring to cancel shall give the breaching
party written notice stating the nature and character of the breach
and allow the breaching party thirty (30) calendar days from the date
of the notice to correct the breach (other than for failure to timely
make any payment hereunder). If the breach has not been corrected
within the thirty (30) day notice period, this Agreement shall then
automatically be cancelled.



10.3     Termination for Convenience. Notwithstanding anything to the
contrary herein, Licensor may terminate this Agreement for any or no
reason at by time after the first anniversary of the Effective Date by
providing Company written notice thereof at least sixty (60) days
prior to the effective date of such termination. Notwithstanding
anything to the contrary herein, Company may terminate this Agreement
for any or no reason at any time by providing Licensor written notice
thereof at least sixty (60) days prior to the effective date of such
termination.



10.4     Termination Obligations. Upon the termination of this
Agreement, any unpaid fees owed by Company to Licensor hereunder
immediately shall be due and payable, all rights and licenses granted
hereunder immediately shall cease to exist. Upon termination,
cancellation or expiration of this Agreement, Company shall no longer
have access to the Licensor Technology and shall remove any and all
references to the Licensor Technology from Company’s system. The
provisions of Sections 4, 7, 9, 10, 11, 12, 13 and 14 shall survive
termination, cancellation or expiration of this Agreement.



12.       Limitation of Liability; Indemnification.



12.1     Limitation of Liability. THE CUMULATIVE LIABILITY OF LICENSOR
TO COMPANY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT
OR THE LICENSOR TECHNOLOGY, WHETHER IN CONTRACT, TORT, OR OTHERWISE,
SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID OR OTHERWISE
PAYABLE TO LICENSOR BY COMPANY THE TWELVE (12) MONTH PERIOD PRIOR TO
THE DATE UPON WHICH ANY SUCH LIABILITY ARISES. COMPANY MAY NOT BRING
AN ACTION OR SUIT AGAINST LICENSOR AFTER THE FIRST ANNIVERSARY DATE
UPON WHICH ANY LIABILITY ARISES HEREUNDER. IN NO EVENT SHALL LICENSOR
BE LIABLE TO COMPANY OR ANY USER FOR ANY INCIDENTAL, DIRECT, INDIRECT,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS OR EXPENSES
OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT,
INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR ANY
OTHER THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, COSTS OF DELAY, COSTS OF PROCUREMENT OF SUBSTITUTE
TECHNOLOGY, COST OF CAPITAL, LOSS OF GOODWILL, ANY FAILURE OF
DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR
DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE,
EVEN IF LICENSOR OR USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, LOSSES, COSTS OR EXPENSES. THE LIMITATION OF LIABILITY AND
EXCLUSION OF CERTAIN DAMAGES SHALL APPLY WITHOUT REGARD TO WHETHER
OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN
DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID OR
UNENFORCEABLE.



12.2     Indemnification by Company. Company shall defend, indemnify
and hold harmless Licensor, its stockholders, affiliates, successors,
assigns, officers, directors, employees, agents and representatives,
from and against any and all actions, suits, proceedings,
investigations, demands, claims, judgments, liabilities, obligations,
liens, losses and damages and any related fees and expenses
(including, without limitation, reasonable attorneys’ fees) arising
out of or relating to any suit or claim that the Company Content
infringes or misappropriates any third‑party copyright, patent,
trademark, trade secret or other intellectual property right.



12.3     Indemnification by Licensor. Subject to Section 12.1 hereof
and provided that there is no breach by Company that remains uncured
under this Agreement, Licensor shall defend, indemnify and hold
harmless Company, its stockholders, affiliates, successors, assigns,
officers, directors, employees, agents and representatives from and
against any and all actions, suits, proceedings, investigations,
demands, claims, judgments, liabilities, obligations, liens, losses
and damages and any related fees and expenses (including, without
limitation, reasonable attorneys’ fees) arising out of any breach or
non-fulfillment by of any of its covenants, agreements,
representations or warranties contained in this Agreement. THIS
PARAGRAPH STATES LICENSOR’S ENTIRE OBLIGATION TO COMPANY WITH RESPECT
TO ANY CLAIM OF INFRINGEMENT. Upon notice of any claim of infringement
or upon reasonable belief of the likelihood of such a claim, Licensor
shall have the right, at its option, to (w) obtain for Company the
right to continue using the Licensor Technology; or (x) replace or
modify the Licensor Technology so that it is no longer infringing; or,
if the options set forth in (w) and (x) are not commercially
reasonable in Licensor’s opinion, (y) terminate this Agreement and any
and all rights and obligations arising hereunder.



12.4     Procedure for Indemnification. If any third party not a party
to this Agreement shall make any demand or claim, or file or threaten
to file a lawsuit, which demand, claim or lawsuit may result in any
liability, damage or loss to either party for which the other party
may be entitled to seek relief hereunder, the indemnified party shall
promptly provide written notice to the indemnifying party of such
demand, claim or lawsuit, and indemnifying party shall then have the
option, at its sole cost and expense, to retain counsel for the
indemnified party to defend any such demand, claim, or lawsuit.
Thereafter, indemnified party shall be permitted to participate in
such defense at its own expense. If indemnifying party shall fail to
respond within thirty (30) days after receipt of such notice, or shall
notify indemnified party that it does not intend to defend against
such demand, claim or lawsuit, the indemnified party may conduct a
defense against such demand, claim or lawsuit as it, in its
discretion, may deem proper. If the indemnifying party elects to
assume the defense of a third‑party claim, the indemnified party
agrees to cooperate in all reasonable respects with the indemnifying
party in connection with such defense, including retaining and
delivering to the indemnifying party records and information which are
reasonably relevant to such third party claim. Nothing in this Section
12.4 shall prevent the indemnified party from taking such action as
may be necessary prior to the end of the thirty (30) day period
provided for above to prevent a default judgment from being entered.
Notwithstanding anything herein to the contrary, (a) if there is a
reasonable probability that a claim or demand may materially,
adversely affect the indemnified party, other than as a result of
monetary damages or monetary payments, the indemnified party shall
have the right (but not the obligation), at its own cost and expense,
to defend, compromise or settle such claim, and (b) the indemnifying
party shall not, without the indemnified party’s written consent,
settle or compromise any claim or demand or consent to entry of any
judgment in respect thereof unless such settlement, compromise or
consent subjects the indemnified party to no liability and includes,
as an unconditional term thereof, the giving by the claimant or the
plaintiff to a release from all liability in respect of such claim or
demand.



13.       Applicable Law; Arbitration.



13.1     Applicable Law. This Agreement and the rights and duties of
the parties shall be construed and determined in accordance with the
internal laws of the State of Maryland, without regard to its conflict
of laws principles and without application of the Maryland Uniform
Computer Information Transactions Act (Md. Code Ann., Comm. Law, §§
22‑201, et seq. (2000)), as amended.



13.2     Arbitration. Subject to the right of specific performance
under Section 14.11, any controversy, dispute or claim arising out of,
in connection, with, or in relation to the interpretation, performance
or breach of this Agreement, including any claim based on contract,
tort or statute, shall be settled, at the request of either party, by
confidential, binding arbitration conducted in the City of Baltimore,
Maryland, or such other location upon which the parties shall mutually
agree, in accordance with the then-existing Rules of Commercial
Arbitration (the “Rules”) of the American Arbitration Association (the
“AAA”), and judgment upon any award rendered by the arbitrator may be
entered by any State or Federal court having jurisdiction thereof. The
parties consent to the jurisdiction of an arbitration panel and of the
courts located in and venue in, the State of Maryland, with respect to
any dispute arising under this Agreement. Any controversy concerning
whether a dispute is an arbitrable dispute hereunder shall be
determined by an arbitrator selected in accordance with section 13.4
below. The Parties intend that this Agreement to arbitrate be valid,
specifically enforceable and irrevocable.



13.3     Initiation of Arbitration.  A Party may initiate arbitration
hereunder by filing a written demand for arbitration with the other
Party and with the AAA.



13.4     Selection of Arbitrator.  Any arbitration shall be held
before a single arbitrator, who shall be selected in accordance with
the Rule of the AAA.



13.5     Awards.  The arbitrator may, in its discretion, award to the
prevailing Party in any proceeding commenced hereunder, and the court
shall include in its judgment for the prevailing Party in any claim
arising hereunder, the prevailing Party's costs and expenses
(including expert witness expenses and reasonable attorney's fees) of
investigating, preparing and presenting such arbitration claim or
cause of action.



14.       General.



14.1     Compliance with Laws. Company’s use of the Licensor
Technology shall comply with all applicable laws, statutes,
regulations, ordinances or other rules. Company shall not export or
permit the export of the Licensor Technology to any country in
contravention of any law of the United States or any other country,
including the Export Administration Act and regulations relating
thereto.





14.2     Assignment. Company may not assign this Agreement, in whole
or in part, without the prior written consent of the Licensor, which
consent shall not be unreasonably withheld; provided that Company
acknowledges and agrees that Licensor’s withholding of such consent in
the event of a proposed assignment to a competitor of Licensor or any
of its Affiliates shall not be deemed unreasonable. Subject to the
foregoing, this Agreement shall be binding upon, and shall inure to
the benefit of, the parties and their respective successors and
assigns.



14.3     Notices. All notices, requests, demands, waivers and other
communications required or permitted hereunder must be in writing and
shall be deemed to have been duly given (a) when delivered by hand or
confirmed facsimile transmission; (b) one (1) day after delivery by
receipted overnight delivery; or (c) three (3) days after being mailed
by certified or registered mail, return receipt requested, with
postage prepaid to the party at the address set forth above, or to
such address and/or facsimile number as either party shall furnish to
the other party in writing pursuant to this Section 14.3.



14.4     Integrated Agreement. This Agreement, including all exhibits,
constitutes the complete integrated agreement between the parties
concerning the subject matter hereof. All prior and contemporaneous
agreements, understandings, negotiations or representations, whether
oral or in writing, relating to the subject matter of this Agreement
are superseded and canceled in their entirety.



14.5     Amendments. No alteration, amendment, waiver, cancellation or
any other change in any term or condition of this Agreement shall be
valid or binding on either party unless mutually assented to in
writing by authorized representatives of both parties.



14.6     Waiver. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision of
this Agreement, whether or not similar, nor shall such waiver
constitute a continuing waiver unless otherwise expressly so provided
in writing. The failure of either party to enforce at any time any of
the provisions of this Agreement, or the failure to require at any
time performance by either party of any of the provisions of this
Agreement, shall in no way be construed to be a present or future
waiver of such provisions, nor in any way affect the ability of a
party to enforce each and every such provision thereafter.



14.7     Severability. If any provision of this Agreement is adjudged
by a court to be invalid, void or unenforceable, the parties agree
that the remaining provisions of this Agreement shall not be affected
thereby, that the provision in question may be replaced by the lawful
provision that most nearly embodies the original intention of the
parties, and that this Agreement shall in any event otherwise remain
valid and enforceable.



14.8     Force Majeure. Neither party shall be deemed to be in breach
of this Agreement as a result of or liable to the other for any delays
in the performance of its obligations hereunder (except for the
payment of money due under this Agreement) caused by fire, explosion,
act of God, strikes, war, riot, government regulation or act or any
other cause beyond the reasonable control of such party, provided that
each party gives the other party written notice promptly and uses its
best efforts to cure the delay.



14.9     Independent Contractors. Nothing in this Agreement shall make
Licensor and Company partners, joint venturers or otherwise associated
in or with the business of the other. Company is and shall always
remain an independent contractor. This Agreement is not a franchise
agreement and does not create a franchise relationship between the
parties, and if any provision of this Agreement is deemed to create a
franchise between the parties, then this Agreement shall automatically
terminate.



14.10   Authority. Each party represents that the persons executing
this Agreement on its behalf has the requisite authority to do so
which is not subject to any further ratification or approval.



14.11   Injunctive Relief. All rights, remedies and powers of Licensor
are irrevocable and cumulative, and not alternative or exclusive, and
shall be in addition to all other rights, remedies and powers given
hereby or any laws now existing or hereafter enacted. Company
acknowledges and agrees that if Company breaches any obligations
hereunder, Licensor may suffer immediate and irreparable harm for
which monetary damages alone shall not be a sufficient remedy, and
that, in addition to all other remedies that Licensor may have,
Licensor shall be entitled to seek injunctive relief, specific
performance or any other form of relief, including, but not limited
to, equitable relief, to remedy a breach or threatened breach hereof
by Company and to enforce this Agreement, and Company hereby waives
any and all defenses and objections it may have on grounds of
jurisdiction and venue, including, but not limited to, lack of
personal jurisdiction and improper venue, and waives any requirement
for the securing or posting of any bond in connection with such
remedy.



14.12   Non‑exclusivity. Company acknowledges that its right and
license to access the Licensor Technology under this Agreement is
non‑exclusive, and that Licensor reserves the right to sell and
distribute any of its Licensor Technology to any third party anywhere
in the world, and to appoint any third party to do so, without giving
Company notice thereof and without incurring any liability to Company
therefor.



14.13   Further Assurances. Each party agrees that it shall, from and
after the date of this Agreement, execute and deliver such other
documents and take such other actions as may reasonably be requested
to effect the transactions contemplated hereunder.



14.14   Interpretation. The parties acknowledge that they have
participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties, and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement. Unless the context requires
otherwise, all words used in this Agreement in the singular number
shall extend to and include the plural, all words in the plural number
shall extend to and include the singular and all words in any gender
shall extend to and include all genders.



14.15   Counterparts. This Agreement may be executed in counterparts
or duplicate originals, all of which shall be regarded as one and the
same instrument.



IN WITNESS WHEREOF, the parties have duly executed this Agreement by
their hands and under seal affixed hereto as of the Effective Date.



4Syndication, LLC                                           [Customer]





By: Electronic agreement to terms         By: electronic agreement to
terms

EXHIBIT A



4S SYSTEM/LICENSOR TECHNOLOGY





4Syndication software is a proprietary hosted application used by
customers to publish news and informational content in a Weblog (Blog)
format on the Web.



Customers may publish their information in plain text or HTML format
with graphics and hyperlinks. The content is then posted in the
Customer’s dedicated presence within 4Syndication (otherwise known as
the Customer’s “Blog”) The Blog can then reciprocally link to the
Customer’s Web site to drive traffic between their two presences on
the Web.



Upon loading content into their Blog, customers can view real-time
readership statistics from across the Web. Customers will see how many
times their headlines have been viewed, how many times a user has
clicked the headline to read the blog entry, how many times users have
clicked to the blog itself to read more articles, and how many times
users have clicked through to the Customer’s Web site.



The customer’s Blog contains an RSS syndication link, whereby the
content is translated into XML and can be subscribed to by any person
or entity with RSS reader technology.



4Syndication has taken steps to add customers’ blogs in aggregate to
content distribution locations across the Web, including search
engines and RSS aggregation portals.