Terms and Conditions

I. Parties; Scope. This Giveness Standard License Agreement (this "Agreement") is between the company or person you have described on the Contact Information screen ("Company") and Giveness LLC, a Florida Limited Liability Company ("Giveness") with respect to software referred to as the "Giveness Fundraising Network" (collectively, the "Technology"). The Technology consists of internet based technologies that generate dynamic content per the users request. Company has asked Giveness to license and support that Technology, and Giveness is willing to do so subject to Company's acceptance of this Agreement, including the Standard Terms and Conditions below, and any other attachments.

II. Revisions to Prices and Other Terms. Giveness may, at its sole discretion, change the Charges (defined in the Standard Terms and Conditions) and any other terms of this Agreement from time to time by posting those changes on its website at www.Giveness.com or on any successor website and by providing email or other written notice to Company. Changes to Continuing License Fees will be made by Giveness only after 30 days prior notice to Company. Company agrees that continued use of the Technology after notice of any change to the Charges or any other term of this Agreement is posted to Giveness's website, given electronically or made as otherwise permitted in Section 11 constitutes acceptance of those changes.

III. Entire Agreement; Amendments. This Agreement replaces and supersedes all prior and contemporaneous proposals, understandings and agreements, written, electronic or oral, as well as all other communications between Company and Giveness concerning the subject matter of this Agreement. To the extent any proposal, invoice, acknowledgement, confirmation or any other document issued by Company after the Effective Date contains any terms that are inconsistent with, in additional to, or different from, those in this Agreement, those terms will be deleted and the terms of this Agreement will control unless (a) that document expressly references the section of this Agreement to be amended; and (b) a duly authorized representative of each party signs that document.

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION, MODIFICATION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

STANDARD TERMS AND CONDITIONS

1. License.

1.1 Grant of License. Subject to Company's compliance with the terms of this Agreement, including payment of the fees and costs described in Section 1.4, in Section 2 and in Section 3 below (collectively, the "Charges"), Giveness grants to Company, a limited, nonexclusive, nontransferable license (the "License") for the Term described in Section 1.4 below to access the Giveness Web Services.

1.2 Restrictions. Company will not at any time: (a) use the Technology or the Documentation except for the purpose described in Section 1.1 above; (b) copy, modify, adapt, translate or create derivative works of the Technology or the Documentation or permit any other person to do so; (c) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code for the Technology or permit any other person to do so; (d) rent, lease, loan, distribute, resell, sublicense or use the Technology to provide services to or for any unrelated third party; or (i) infringe any third party rights, including privacy, confidentiality and/or other intellectual property rights.

1.3 Term and Termination of the License. The License will begin on the Effective Date and will continue until the first of the following to occur (the "Term"): (a) Giveness may terminate the License at its sole discretion (i) if Company fails to pay any Charges or breaches Section 1.2 or Section 5.6; (ii) if Company fails to cure a breach of any other provision of this Agreement or the support agreement described in Section 3 below within 10 days after Giveness gives Company written notice of that breach (and upon the cure of any breach described in subsections (a)(i) or (ii) above, Giveness may, at its sole discretion, reinstate the License); (b) Company may terminate the License for any reason at its sole discretion by giving Giveness 30 days' prior notice.

1.5 Ownership. Giveness and its suppliers retain all rights to the Technology and Documentation except those expressly licensed to Company under this Agreement. Giveness and its licensors own all data in the Giveness Fundraising Network and Giveness will own all other data generated by the Software. Giveness hereby (a) agrees that to the extent the Data contains any confidential information of Company or its customers, it will be subject to Section 7; and (b) grants to Company an irrevocable, perpetual, royalty free, nonexclusive, license to use the Data for Company's own internal business purposes and to assign that license to any entity that acquires all or substantially all of Company's assets.

2. Payment; You acknowledge that Giveness reserves the right to charge for the its services and to change its fees from time to time in its discretion. If Giveness terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

3. Support. Support for the Technology is available separately from Giveness's Support Department and under various Giveness Support Agreements. If Company executes a support agreement with Giveness, Giveness will support the Technology in accordance with that support agreement, and Company will pay all sums due under that support agreement as and when specified in that agreement.

4. Training. Giveness will provide assistance in training Company's employees in accordance with Company's Giveness Support Agreement, if any. Any additional installation or training services may be billed at Giveness's prevailing rates for those services. If Company has no support agreement with Giveness, Giveness has no obligation to provide training support for Company, other than Giveness's standard documentation.

5. Company's General Obligations. Company will:

5.1 Establish Marketplace Platform Accounts. Set up and maintain during the Term the Designated Accounts and accounts with the Marketplace Platforms required to support sales on those Marketplace Platforms.

5.2 Passwords. Company acknowledges that Giveness stores account names, numbers and passwords for all of Company's accounts with each Marketplace Platform through which Company posts items for sale using the Technology, and that this information is visible to Giveness employees. If requested, Company will also immediately advise Giveness of any changes or additions to those account names, numbers and passwords.

5.3 Use. Use the Software and access Giveness Web Services using hardware and other software that conforms to the minimum specifications established by Giveness. Giveness may amend these specifications at any time in connection with a new release of Software.

5.4 Maintenance. Company agrees to (a) Maintain any and all of Company’s Servers in accordance with the requirements prescribed by their manufacturer; (b) use security measures, back up all of its data and engage in business continuity, disaster recovery and other measures to protect Company's important information as are standard in the software industry.

5.5 Disputes. Resolve any disputes regarding merchandise or any other matter directly with its customers or the Marketplace Platforms, not involve Giveness in any such disputes, and indemnify, defend and hold Giveness harmless from any loss it incurs in connection with any of those disputes.

5.6 Applicable Law and Marketplace Platform and ISP Rules. Comply with applicable law, Marketplace Platform rules, internet service provider rules, professional standards and all other laws, regulations, standards and contracts to or by which Company is bound.

6. Records

6.1 Obligation to Maintain Records. Company will, during the Term and for a period of at least three years following the termination of this Agreement for any reason, maintain complete and accurate records relating to its Gross Receipts, Eligible Net Receipts and the Charges. Company agrees to provide copies of these records to Giveness within 30-days after written request by Giveness. Failure to provide appropriate documentation in a timely fashion of will constitute a breach of this Agreement.

7. Confidentiality. Company will not at any time disclose the pricing or any other terms of this Agreement or any features of the Technology to any person other than to Company's legal and financial advisors, and then, only if they agree to be bound by this Section or as required by law. Giveness will not at any time disclose any information that is personally identifiable to Company or its customers to any person other than to Giveness's legal and financial advisors, and then, only if they agree to be bound by this Section or as required by law.

8. Indemnity.

8.1 By Giveness. Giveness will indemnify, defend and hold Company harmless from any suit brought by an unrelated third party against Company and will pay all damages finally awarded in that suit insofar as they are based on a claim that the Technology or the Documentation as provided by Giveness to Company infringes a United States copyright, but only if (a) Company promptly notifies Giveness of that claim (except that failure to promptly notify Giveness of a claim will not limit, impair or otherwise affect Company's rights under this Section unless Giveness is prejudiced by that failure and then only to the extent of the prejudice); and (b) Company gives Giveness full and complete authority (including settlement authority) and reasonable assistance (including reasonable access to information in Company's possession) for that defense. Giveness will not settle any such claim without Company's consent unless that settlement includes a full and final release of all claims against Company and does not impose any obligations on Company. If the Technology or the Documentation is held in any such suit to infringe such a right and its use is enjoined, or if in the opinion of Giveness the Technology or Documentation is likely to become the subject of such a claim, Giveness at its election and expense will either (i) procure for Company the right to continue using the Technology and/or the Documentation, as appropriate, or (ii) modify or replace the Technology and the Documentation so they become non-infringing while giving substantially equivalent performance. If neither (i) nor (ii) above is, in Giveness's sole determination, obtainable using reasonable commercial efforts, then Giveness may terminate this Agreement immediately. Giveness's indemnification obligation will not apply to infringement actions or claims to the extent they are based on or result from: (x) modifications to the Technology or Documentation made by a party other than Giveness; (y) the combination of the Technology and/or the Documentation with items not supplied by Giveness; and/or (z) Company's failure to use the most recent version of the Technology or Documentation provided by Giveness to Company. THIS SECTION AND THE LIMITATIONS SET FORTH IN SECTION 10 STATE COMPANY'S EXCLUSIVE REMEDY AND GIVENESS'S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.

8.2 By Company. Company will indemnify, defend and hold Giveness harmless from (a) any suit brought against Giveness by or on behalf of any employee, independent contractor, agent, customer or supplier of Company or any unrelated third party, and Company will pay all damages finally awarded in that suit insofar as that suit is based on a claim related to Company's use of the Technology or the Documentation; and/or (b) any loss arising from Company's breach of any of its representations, warranties and covenants under this Agreement, in each case only if (i) Giveness promptly notifies Company of that claim (except that failure to promptly notify Company of a claim will not limit, impair or otherwise affect Giveness 's rights under this Section unless Company is prejudiced by that failure and then only to the extent of the prejudice); and (ii) Giveness gives Company full and complete authority (including settlement authority) and reasonable assistance (including reasonable access to information in Giveness's possession) for that defense. Company will not settle any such claim without Giveness's consent unless that settlement includes a full and final release of all claims against Giveness and does not impose any obligations on Giveness. Company's indemnification obligation will not apply to copyright infringement actions or claims to the extent they are based on or result from any action or claim to be indemnified by Giveness under Section 8.1 above.

9. Disclaimer of Warranties; Warning. Company accepts the Technology and Documentation AS IS. Giveness does not warrant that the Technology is error free or that Company will be able to access or use the Technology without problems or interruptions. Giveness's support obligations under the support plan described in Section 3 are void if the Technology or Documentation has been altered, transferred or exported without Giveness's express written authorization, or has been damaged, abused or misused.

GIVENESS EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING IN ANY WAY TO THE TECHNOLOGY AND/OR THE DOCUMENTATION, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

1. No statements of Giveness, its agents or employees, will create any new warranties unless they are made in writing and are signed by an officer of Giveness. The installation, inspection, maintenance, repair and removal of Technology may result in service outages, loss of use, loss of sales, loss of information, or damage to Company's computers. Company assumes responsibility for impacts to or loss of any of the preceding. Company is solely responsible for backing up all of its computer files and data.

10. Limited Liability. To the maximum extent permitted by law, Giveness will not be liable to Company or to any other person for any loss of information, for the loss of any sales, for the inability to use the Technology or any of its other software, for the cost of substituted products or for any direct, consequential, special, incidental, punitive or indirect damages of any kind arising out of the sale, license or use of, or inability to use, all or any part of the Technology, even if Giveness has been advised of the possibility of those damages or even if those damages are foreseeable. In no event will Giveness's liability exceed the License Fees received by Giveness during the one-month period immediately preceding the date the cause of action arose, whether Giveness's liability arises under or relates to this Agreement, any other contract, any tort, statute or otherwise.

11. Notices. All notices required or permitted under this Agreement may be (a) sent by e-mail; (b) deposited in the mail and sent first class certified, return receipt requested; (c) sent via a recognized overnight courier service; or (d) delivered in person, in each case to the address set forth in Table A; or (e) posted on the Giveness web site at www.Giveness.com. Properly addressed e-mail notices will be deemed written notices for all purposes for which written notices may be required and will be deemed received the business day after transmission. Properly addressed first class certified mail will be deemed received three business days after it is deposited in the mail. Properly addressed notices sent by overnight courier or delivered in person will be deemed received when personally delivered to the intended recipient or to a person with apparent authority to receive such delivery on behalf of the intended recipient. Company will monitor the Giveness website frequently to ensure awareness of any notices posted to that website.

12. Force Majeure. Neither party will be in default or otherwise liable for any delay in or failure of its performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party or its employees, agents or contractors; provided, however, that lack of funds will not be deemed to be a reason beyond a party's reasonable control. The parties will promptly inform and consult with each other as to any of the above causes that in their judgment may or could be the cause of a delay in the performance of its obligations under this Agreement.

13. Miscellaneous.

13.1 Assignment. Company may not assign or otherwise transfer, whether voluntarily or by operation of law, this Agreement or any of its rights or obligations under this Agreement without Giveness's prior written consent.

13.2 Governing Law; Jurisdiction; Attorney Fees. This Agreement will be construed and interpreted according to the laws of the State of Florida without respect to its conflict of laws principles, except that in no event will this Agreement or any disputes between the parties related to the Technology or Documentation be construed, interpreted or governed by the Convention for the International Sale of Goods. All disputes relating to this Agreement will be heard exclusively in the state courts of Palm Beach County, Florida, or in the federal courts of the Southern District of Florida, and each party consents to the jurisdiction of those courts. If any arbitration, suit, action or other proceeding (including under the US Bankruptcy Code) is initiated in connection with any controversy arising out of this Agreement or if either party becomes the subject of any bankruptcy proceeding, the prevailing party in that arbitration, action or proceeding, and in any appeal, will be entitled to its reasonable attorney, paralegal, accountant and other expert fees, and all other fees, costs and expenses actually incurred, in addition to any other relief to which it may be entitled by law.

13.3 WAIVER OF JURY TRIAL. To the fullest extent permitted by law, both parties waive any right to trial by jury in any proceeding in connection with this Agreement.

13.4 Waiver; Severability. The waiver by either party of any breach or right under this Agreement must be in writing and any such waiver will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed from the remainder of this Agreement, which will remain in full force and effect unless enforcement of this Agreement without the invalid or unenforceable clause would be grossly inequitable under the circumstances or would frustrate the primary purpose of this Agreement.

13.5 Headings; Interpretation. The paragraph headings in this Agreement are for convenience of reference and will not limit or otherwise affect the interpretation of any provision of this Agreement. The words "includes" and "including" are not limited in any way and mean "includes or including without limitation." The word "person" includes individuals, Limited Liability Companies, partnerships, corporations, co-operatives, associations and other natural and legal persons. The term "and/or" means each and all of the persons, words, provisions or items connected by that term; i.e., it has a joint and several meaning. Both parties have had the opportunity to have this Agreement reviewed by their attorneys; therefore, any ambiguous provision will not be construed for or against either party. To the extent any provision of this Agreement conflicts with the terms of any other agreement, exhibit or attachment, the terms of this Agreement will control.

GIVENESS USER POLICIES AND AGREEMENTS

1. We reserve the right to change these User Policies without notice by posting the changes to our Web site.

2. Subject to the terms of the Giveness License Agreement, Giveness may terminate your account and remove your site from our database at any time for any reason.

3. The following types of sites are NOT allowed to participate in Giveness or use Giveness Fundraising Technologies: sites encouraging illegal activity or racism, sites providing instructions or discussions about performing illegal activities, sites that promote or utilize software or services designed to deliver unsolicited email, or any other sites we deem to be inappropriate.

4. Users acknowledge and agree that their Web site information (site name, URL, etc.) may be utilized by Giveness. Possible uses include (but are not limited to) a directory of the sites using our service, general promotional uses, etc.

5. You agree to use our services at your own risk. Our services are provided on an "as is" and "as available" basis. You agree that you have made your own determination regarding the usefulness of the Technology.

6. Giveness retains ownership and all rights to Giveness logos, trademarks, software, trade secrets, databases, reports, and Web site. If this agreement is terminated by us or by you for any reason, you agree to remove our code, logos and trademarks from all of your Web sites and other items.

7. Giveness owns all data regarding visitors to our Web site that we collect. We will use the data in compliance with our privacy policy.

8. The minimum hardware/ software/ Internet requirements for safe operation of the Technology is as follows:

For users with 10,000 listings or fewer:

* 512 Mb RAM (1 Gb recommended)
* 1.0 Ghz CPU (2.0 Ghz AMD Athlon or Intel Pentium recommended)
* 20 Gb free hard drive space
* Windows 2000/XP/2003 (XP recommended)
* 1024x768 Display w/ 256 colors
* High-speed internet connection w/ 256 kbps upload/download speed
* Internet Explorer 6.0 or above
* Printer

9. Company is solely responsible and liable for all marketplace seller fees or other data usage fees incurred using Technology.

10. Company is solely responsible and liable for any lost revenues, downtime, or sales slowdowns incurred using the Technology. Company is responsible for monitoring results when using the Technology and taking an active role in working with Giveness Fundraising Technologies to correct any errors.

11. Company is solely responsible and liable for all listing data management, manipulation, updates and transformation. If Giveness performs any role in data management, the resulting data information will be submitted to Company for review and approval. Subsequent to Company approval, Giveness shall not be liable for any errors, data loss, loss of business or other problems that may result.

12. Company is solely responsible and liable for all any and all data loss, errors, and loss of business or other problems that may result from:

- Integration of Giveness to any non-Giveness software systems
- Use of Company's local network, hardware, firewalls, antivirus, database reporting tools, anti-spyware or non-Giveness software
- User error, malicious use by Company employees, data tampering, or unauthorized custom development
- Failure to comply with software requirements described above

13. Company accepts and will use the Technology "as is", and as described in the Documentation. This agreement and use of the software is not conditioned on Giveness providing any additional features or software development. Giveness is under no obligation to supply any additional Features or development to Company.