NODE OWNER ADDENDUM FOR SEPTEMBER 2008
This addendum is provided to existing node licensors only and is temporary in nature. This addendum will expire on October 1, 2008 and may not be made available again.
In consideration of new technology that TrafficCentral LLC and Doug Ashbaugh, inventor of varied technologies related to TrafficCentral LLC, Doug Ashbaugh and TrafficCentrall LLC are offering a free upgrade to what is commonly referred to as MUTANT technology for existing node owners.
Key Changes of Interest
The MUTANT Node Licenses are now perpetual as compared to annual, however defect support is only free for one year. The 10% renewal fee extends defect support beyond the annual maturity date for an additional year.
There are several new products being offered. The node licenses of Personal Trainer, Country Club, Family Business, and Private Eyes I and Private Eyes II, are clarified. In addition, the new set of Reseller levels are mapped and aligned by title to the member levels at GoingCentral.com/GoingCentral.net as all Reseller licenses will obtain that level membership in the GoingCentral Networked Sites Membership program for a FREE 90 day trial.
There is now only one TrafficSoldier reseller website product now, instead of two, to simplify that product in general. The master template or others sites based on the master template can be fashioned, so generally speaking, we will make any of several templates available under the general name of the TrafficSoldier product in the reseller areas of the nodes. Some node levels have changed in limits. The cost for resellers has been reduced to an annual renewal fee of 10% of the TrafficSoldier license agreement and 10% of their reseller license level, as compared to 10% of the TrafficSoldier license, and the previous full cost to renew their reseller level. The reduction will save resellers about $100 per year, roughly speaking, and ultimately cost them approximately $25 to $35 per year to maintain their licenses, roughly speaking. This is intent on ensuring that resellers remain up to date with regard to their contract acceptance and related obligations.
There is a new contracts capture system that is significantly enhanced, as well as the entire MUTANT Command Center has been improved and substantially enhanced.
The primary ad delivery mechanism for the MUTANT III nodes is search engine based advertising built upon the core patent pending NavScreen technology advertising.
In addition, here is a list of the current products (including new node offerings) being introduced or reintroduced with MUTANT III:
The limitation on active members and total websites is determined by the following:
Those node owners who hold a ContinentalDivide™ license, and require a further expansion of these levels, may purchase a Node Population Expansion Pack for each additional 10,000 active members and/or 100,000 websites or webpages.
A special expansion pack is also offered for Private Eyes sites. Those node owners who hold a Private Eyes™ I or II license, and require a further expansion of these levels, may purchase a Node Population Expansion Pack for Private Eyes™ each additional 1000 active members and/or 10,000 websites or webpages.
See the MUTANT Node License Agreement in the contracts area for more details.
A site install and expedited install service option will be offered as well. Nodes will typically be self install once the installation instructions are stabalized, so these offereings will allow non-technical licensors a cost effective and timely installation option.
Existing Agreements Extended
Existing node owners will abide by all prior terms and conditions of their contracts and review the node license restriction changes and new node license products set forth in the updated contracts. The Node Owner Memorandum has been updated with new beta phase dates and terms, as well as activation of the NOBOAP 1% commission offering and royalty adjustments from 3.5% to 4.5% are no longer delayed and will immediately go into effect. While you must review and accept the existing contracts, upon review, if you do not agree with any of the new contracts, please notify TrafficCentral LLC to discuss any matters at hand. If an agreement cannot be reached, this offer is not extended to you, and any future involvement in the TC Global Network will require a node upgrade or purchase of a new license and signing of the related formal agreements.
Defect Tolerance
As with all technology and in particular new and exceptionally complex technology, there are bound to be defects commonly referred to as bugs. You accept this and hold Doug Ashbaugh or TrafficCentral LLC blameless for such defects and understand that corrections or adjustments will be made on an as possible basis and provided to you in the form of a patch to be applied at your own cost or labor to your node(s).
One Year Upgrade to MUTANT III is FREE
The node license upgrade to MUTANT III is provided to you for a term of one year and is now a perpetual license (the code will not expire but patch support is only provided to licensors that renew their license annually). Upon the anniversary date of accepting the now current new set of node licensor contracts and this addendum, you agree to pay the annual 10% renewal license for the MUTANT III license at the purchased price for your node (10% of what you paid for your node license or 10% of the retail equivalent if other forms of payment or bartering were leveraged for you to obtain a node license). The payment will be due on of before the maturity date of acceptance of this addendum, which will be one calendar year from acceptance. Node owners do not currently have to pay for the annual renewal fee to cover the next 12 months of defect support, it is being waived in consideration of your commitment to our mutual cause to develop the TrafficCentral Global Network and each others businesses.
Payment of Royalties Due Prior to Upgrade
This free upgrade is contingent upon existing node licensors being current in royalty payments on prior node licenses, which would be 3.5% of adjusted gross revenues received by the node over the past year.
Adjustments to Royalty Rate
The prior NOBOAP program was put on hold during early prelaunch and is now being activated and therefore the ongoing royalty rate is immediately adjusted to 4.5% which will include any commissions TrafficCentral pays out to sponsoring nodes. New node owners will be expected to pay this standard 4.5% royalty as well.
Upgrade Labor and Plans
While the upgrade would normally be your responsibility in cost or labor, TrafficCentral is offering to initiate the upgrade of your node for you during this special free MUTANT III offer. You understand you are wholly responsible for backing up your existing site data and recording all accounts in the existing site. While TrafficCentral will make all efforts to retain all accounts in good form, due to the significant complexities involved and differences between the old MUTANT architecture and MUTANT III architecture, some anomolies may occur that require manual data entry on your part to reented client data in some cases. To accomplish the upgrade various hosting requirements must be met, and while TrafficCentral will attempt the upgrade in place, if hosting problems occur during the upgrade, it may be mandatory to relocate the website during the process. While the upgrade is occurring, you understand that the normal functionality of the site will be impacted for some time. In the event this is not acceptable, you should consider purchasing/registering a new domain for installation of MUTANT III and gracefully transitioning your clients from your old domain/site to your new domain/site.
To Initiate The Upgrade
To initiate the upgrade process, do the following:
1)
accept the up to date node owner agreements.
2) accept this addendum.
3) confirm to Doug Ashbaugh via email at doug.ashbaugh @ comcast.net, that you have archived your site and its database appropriately (to your satisfaction).
4) email your hosting and hosting FTP account information to Doug Ashbaugh, at doug.ashbaugh @ comcast.net.
5) suggest a schedule for the upgrade and a date and time will be set for upgrading your node to the MUTANT III level to the best of TrafficCentral and Doug Ashbaugh's ability to meet the schedule requirements.
Marketing Plans
Delay marketing plans until all current node owners are up to date and general network integration is completed. This should not be more than a two week window. During that time, you can acclamate yourself to the new node command center and technologies as it will take some time to learn the new system. During this time, it will be acceptable to initiate presale marketing activities to existing partners and others who have already expressed interest in the MUTANT system and our line of business. In the event someone would like a demo, they must complete a Non-Disclosure agreement in the contracts area of your node, and fax it into TrafficCentral prior to disclosing any schedule or proprietary information to them. In the event someone is interested in purchasing immediately at a discount, please contact Doug Ashbaugh to discuss the near term possibilities. Once your store is up and tested under the MUTANT III system, you will be able to begin a full sales process effectively, and it should not take very long for all nodes to come online (within two weeks is estimated).
Cooperative Advertising
In the spirit of the network, recall that there is great power in numbers. This is our mantra and why we will ultimately succeed and prevail as the best advertising service on the Internet. There is no stopping at improving the technology here at TC Labs, so please understand that there are already plans and features in the works for MUTANT IV and beyond. As we move forward, remember in your marketing that Doug Ashbaugh and TrafficCentral have given you two free upgrades over the years and will continue to support this enterprise as best as possible as time and resources permits. This is a long term cooperative venture and as such this commentary is just a reminder to reestablish our collective cause for global expansion.
Instructions
For existing node owners (updating contracts); by your electronic signature related to this agreement, and your acceptance of a MUTANT node license, you are hereby agreeing to all terms and conditions set forth in this Agreement.
For new node owners; there is no action required. This addendum does not apply, however it does have some useful information within it that you may review for interest purposes.