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MUTANT™ Architecture Node License Agreement

If you purchase a Node license from TrafficCentral, through TC, any TC Reseller, or any TC Affiliate, you are purchasing a license to a MUTANT™ Node.  You warrant that You are not a "not for profit" entity as defined within the United States and foreign laws dealing with intellectual property.

This license to the MUTANT™ architecture, is an enterprise license to use such architecture only to be used by and as a Node Owner within the TrafficCentral Network, at the level specified in the Node level you elected, on or at a single hosting account or server provided by You, and is granted to You by TrafficCentral, the exclusive marketing licensee for the MUTANT™ architecture. TrafficCentral retains all rights it may have in the Technology, including (without limitation) all copyright, patent, trademark, trade secret and other proprietary rights worldwide in all media that either holds. The MUTANT™ Architecture Node License includes, but is not limited to, the central command control module, the user admin control module, the reseller control module, the affiliate control module, the accounting module, the products control module, the search control module, the GeneriBot™ module, the HumanPump™ module, the BonusBank™ module, the traffic exchange module, the banner exchange module (and other modules as may now exist ) (the modules collectively referred to as "Programs"), a TrafficSoldier™ MASTER website template, and accompanying "node website" template, and together contains information, software, photos, clip art, video, text, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or here after developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and TrafficCentral and the licensors owns a copyright in the selection, coordination, arrangement and enhancement of such Content. You may not use the MUTANT™ architecture except as expressly permitted under this Agreement and under U.S. copyright, patent, trademark, and trade secret laws. Any routine and/or systematic redistribution of any portion of the products, the Programs, the Software, the Content, or the MUTANT™ node licensed architecture (with the exception of the TrafficSoldier™ master website template) is expressly prohibited. Any sublease or sharing of Node Owner privileges or benefits by anyone other than the original licensor of the products or services or other items outlined by this license is expressly prohibited.

This enterprise license is further limited by a specific level with various limitations. In other words, this license is provided to You for Your use in operating an internet advertising exchange, including all of the Programs, the reseller and affiliate module, with limitations including: a maximum number of active members, and/or a maximum number of participating websites, and/or a maximum number of products allowed to be added into the product inventory of the systems licensed.

The maximum number of active members on the MUTANT™ Node is defined as the number of persons or entities having set up a profile on Your node by including one or more websites and/or banners in their profile, and having a positive credit balance during any calendar month. The maximum number of websites is defined as the aggregate (total) count of Internet URL's listed in all member profiles and/or in use/referenced within the MUTANT™ Node. The number of products is defined as any product that is added for sale or lease or other commercial benefit that displays in the Node store(s) or its equivalent; in other words, the aggregate total of the number of products or services that the Node Owner adds to the store.

The limitation on active members and total websites is determined by the following:

ContinentalDivide™ license is limited to 25,000 active members and/or 250,000 websites or web pages and/or 15000 products.
Presidential license is limited to 15,000 active members and/or 150,000 websites or web pages and/or 10000 products.
Ambassador™ license is limited to 10,000 active members and/or 100,000 websites or web pages and/or 5000 products.
StateHouse™ license is limited to 7,500 active members and/or 50,000 websites or web pages and/or 3500 products.
CountyLimits™ license is limited to 5,000 active members and/or 30,000 websites or web pages and/or 2500 products.
CityLights™ license is limited to 2,500 active members and/or 15,000 websites or web pages and/or 1500 products.
Township™ license is limited to 1,000 active members and/or 7,500 websites or web pages and/or 500 products.
Country Club license is limited to 500 active members and/or 500 websites or web pages and/or 350 products.
Family Business license is limited to 25 active members and/or 100 websites or web pages and/or 250 products.
Personal Trainer license is limited to 1 non-paying active member and/or 100 websites or web pages and/or 25 products.
Private Eyes I is limited to 1000 non-paying members and/or 10,000 websites or web pages and/or 0 (zero) products.
Private Eyes II is limited to 2500 non-paying members and/or 25,000 websites or web pages and/or 0 (zero) products.

Note: Specialized or vertically focus nodes will absorb the limits of whatever license is purchased for the related node. Trial / Demo licenses must use the equivalent of Personal Trainer node limits. The admin and spiderman accounts in the system are mandatory and not included as part of the active member or non-active member limits, therefore the actual operational limits in the system will be functionally two member accounts greater than the limits specified above.

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 web pages and/or 5000 products. The Node Population Expansion Pack enterprise license does not allow or provide any further right to the MUTANT™ architecture whatsoever, other than to expand the level of number of active members and websites or web pages allowed in the MUTANT™ system.

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 web pages and/or 0 (zero) products. The Node Population Expansion Pack for Private Eyes™ enterprise license does not allow or provide any further right to the MUTANT™ architecture whatsoever, other than to expand the level of number of active members and websites or web pages allowed in the MUTANT™ system.

General Features

The terms of this license apply as appropriate to several modes of licensure of the Mutant node software and in particular the following forms:

    1) Licensed via an annual pre-paid platform license with additional annual renewal fees that maintain an on-going licensure when paid and due regularly on an annual basis based on the anniversary date of the original pre-paid platform licensure.

    2) As a short term hosted solution provided by TrafficCentral or it's delegates whereby a monthly (or other periodic) service fee, when paid, provides the functionality of a version of the Mutant platform for the paid for period. For the remainder of this license and other agreements included by reference, if a node owner chooses the periodic solution, any references to annual licensure or other fees, will implicitly be replaced by appropriate terminology to represent, in same meaning and spirit, the period of time that the node owner has paid for and accepted the license for.

    3) Other modes of licensure as provided in writing by TrafficCentral as adjustment, overrides, or addendums to this license.

Other than restrictions specified by the 'Limitations or Restrictions for Specific Node Versions' below, the node licenses include:

Limited time license to use the software installed on one domain originally installed on for the period paid for.
Defect support in the form of downloadable patches (not the labor to apply them) for the period paid for.
A listing in the central search engine index / directory for the related country in which the node is licensed for.
Interconnection with one or more nodes in the TrafficCentral Global Network*
Access to node owners support forums or private support areas that may include marketing support materials.

* Note: To be optionally connected to other nodes in the network, the monthly hosted solution fee or annual license renewal fee must be paid for and all relevant software updates or patches issued by TrafficCentral must be applied to the node to provide up-to-date node compatibility features for interaction with other up-to-date nodes in the network. If the renewal fee is not paid, or another form of software assurance agreement, is not in place, for the node, the licensee may continue to operate the node in stand alone mode only (disconnected from other nodes in the network). Adult content oriented nodes will only be interconnected with other adult content oriented nodes and not into the TrafficCentral Global Network of publicly acceptable content oriented nodes. This feature does not apply for standalone nodes. Listing in any central directory indexes or listings is provided for current or currently renewed node licenses, or at times for nodes under a software assurance agreement that includes this directory listing services, for Township level nodes or above, and is at the discretion of TrafficCentral LLC and it's officers, whereby a determination of node use and representation in the directory is consistent in function and services provided to complement other nodes in the network; and optional fees for presentation in such directories may apply as the network mature. TrafficCentral may at it's discretion list or represent non-standard nodes, custom nodes, vertical operation nodes, unique nodes, or other modifications to nodes, as a client or licensor in other ways (outside the global directories or indexes) and may do so at the discretion of TrafficCentral.

Limitations or Restrictions for Specific Node Versions

The Private Eyes series (versions I & II) of Node Licenses are intended for corporate use off the Internet, or behind the firewall use, in a private manner to allow corporations to build search engines within their network. Private Eyes I is restricted to a single geographic location and does not allow interconnection with other Private Eyes nodes in the same or disparate locations, whereas the Private Eyes II license does allow interconnection among other Private Eyes nodes based on the current version of the technology and its capabilities. The Private Eyes II series of nodes is intended only for non-WWW / non-Internet use, namely the search capabilities are intended for behind the firewall non-public viewing of records. The Private Eyes II series of nodes may also be modified in such a manner as to not present the publicly accessible members areas, stores, or the like so that corporate documents are made available to the general public so long as no offer to use the license in any way for commercial advertising sales is provided and no advertising is sold in the search results. In the event that sale of any advertising is to be purveyed on the site, another node level license must be purchased whether that advertising originates through the system or linked or third party advertising services managing or selling web space on behalf of or to the benefit of the licensee node owner directly or indirectly. No annual renewal fee is required for Private Eyes series licenses however defect support will terminate at the end of the first year post purchase unless the nodes are supported by a paid for software assurance program (or by renewing the license). In any event, the node licensee may purchase additional annual software assurance at any time prior to the maturity date of the license purchase at the then current software assurance program prices. If a license renewal option is made available, the Private Eyes licensee may purchase the renewal at their option. If software assurance options are chosen, software assurance must be purchased for all Private Eyes licenses under the control and use of the licenses and not just one Private Eyes license or node. Private Eyes licenses are intended for private use and are not listed or indexed or generally tied into any other node in the TrafficCentral Global Network.

Family Business and Country Club versions are not listed or indexed in the directories that the other node license levels are traditionally listed in and further these licenses are generally not interconnected to the other nodes in the TrafficCentral Global Network. Interconnection with the TC Global Network or any node therein or listing in the related public directories or indexes will remain at the discretion TC and are not a characteristic or feature of these license levels. A network connection fee may be charged in association with these node license levels.

Personal Trainer version of the node license are intended for short term training and general familiarization with MUTANT technology purposes only and are limited to the node licensee's personally owned websites or ads only. The Personal Trainer may exist for demo purposes on the WWW but may not be used for commercial sales or sale of any advertising or products or services. The term for use of the Personal Trainer license is an annual (or other paid for period) license and the license expires in full at the end of the annual (or other paid for period) license and must be repurchased at the end of each period. An upgrade credit equivalent to 50% of the purchase price of the Personal Trainer may be applied to an alternate node license purchase at the discretion of TC. The upgrade credit option does not apply for periodic or monthly hosted solution fees or their aggregate sum or any part thereof. When paying for the monthly hosted solution, no upgrade credit will be considered, due, or applied in any manner.

All node levels are restricted to software defect support for a period of one year after their purchase date unless an appropriate software assurance program is purchased and in effect for the a node license. Node defect support does not include labor to apply patches or defect corrections. Defect support includes basic patch download capabilities and instructions on how a talented and knowledgeable computer professional may apply the patch to correct the related defect.

Data Sharing

Data sharing provisions include TrafficCentral's right to initiate data harvesting of your members information, ads, and ad data, at its discretion, to improve search operations of any node it chooses in the network. Such data harvesting may be done behind the scenes on a regular or periodic basis, with a primary intent on migrating paying members websites, or other quality ads, to higher level nodes within the network, noting however that this may or may not occur depending on the nature and quality of data entry done by the member related to their advertisement or related website information. You understand that TrafficCentral at its sole discretion will make a determination subjectively or programmatically as to what ad information will be migrated to other nodes in the network and is not obligated to document or identify its migration activities or strategy. In consideration, assuming a node is connected properly to the network, the reverse real time sharing of ads from many nodes may occur at your local node as well, therefore the aggregate nature of this provision is intended to ultimately result in the improvement of all nodes connected to the network and sharing information with others in the network (i.e. not operating in standalone mode). This provision may not apply to certain node versions that operate in a limited connectivity, isolated, or standalone mode.

Grant of License

IMPORTANT - READ CAREFULLY: This license agreement is a legal agreement between you (either an individual or a single entity) and TrafficCentral, for the software product identified above, which includes computer software and associated media, and may include printed materials and online or electronic documentation (SOFTWARE PRODUCT or SOFTWARE). This MUTANT™ Node contains information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or here after developed. All Content (with the exception of the TrafficSoldier™ master website template) is copyrighted as a collective work under the U.S. copyright laws, and TrafficCentral owns a copyright in the selection, coordination, arrangement and enhancement of such Content. The TrafficSoldier™ master website template is separately copyrighted as a collective work under the U.S. copyright laws, and TrafficCentral owns a copyright in the selection, coordination, arrangement and enhancement of the TrafficSoldier™ master website template. By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this license agreement. If you do not agree to the terms of this license agreement, promptly return the unused SOFTWARE PRODUCT to the place from which you obtained it for a refund of any sums paid, less a handling fee of 10%.

Restrictions

Only those individuals or entities participating in the TrafficCentral Network as a Node Owner may purchase a MUTANT™ Architecture Node License (and accompanying TrafficSoldier™ master website template license). You may use the MUTANT Architecture Node License and the TrafficSoldier™ master license subject to your compliance with this License, the License/Terms and Conditions (of Use) ("Terms and Conditions"), the Memorandum of Understanding ("Memorandum"), the Strategic Business and Marketing Alliance Agreement ("Strategic Alliance Agreement"), and the Node Owners' Business Opportunity Affiliate Program Agreement ("NO Business Opportunity Agreement") (which are each incorporated herein as if same were set out in full) (collectively referred to as "the Contract Documents"). During the Business Development Phase (as described in a paragraph of the accompanying Terms and Conditions), all individuals or entities purchasing a node license shall be subject to the Memorandum of Understanding applicable to all node owners within the TrafficCentral Network, and by purchasing a node license, you agree to be bound by same.

You must leave ALL copyright notices contained within the Software Product, its accompanying web pages, contracts and documents, and the TrafficSoldier™ master website template in tact. Specifically, but not limited, you may not modify or remove the file(s) entitled "footer-legal.php" or "NoticeToHost.html" that are included in the Content (both for the node, the node's accompanying website, the documents, and the TrafficSoldier™ website template(s)). At all times, every page of the Software Product displayable over the Internet, must contain a clearly viewable presentation of the entire "footer-legal.php" file that was sent to You with your license, and, must contain appropriately labeled links within it to the related documents. The copyright notices contained within the Software (including those on its accompanying web pages, contracts and documents, and the TrafficSoldier™ master website template) are provided for your use only, and may not be modified in whole, or in part. All of the Content, collectively, and individually, is the subject of copyright protection by Douglas L. Ashbaugh, TrafficCentral and/or UniversalProtector™. Use of the TrafficSoldier™ master website template is conditioned upon your continued use of the contract documents contained therein. Removal of any links to the contracts or documents, or the modification of any contracts or documents, included with the Software Product, its accompanying web pages, and/or TrafficSoldier™ website template is prohibited, and shall result in the immediate termination of this License and any other Contract Documents, then in effect. In the event that you do remove any original copyright notices, you agree to indemnify Douglas L. Ashbaugh, TrafficCentral, and/or UniversalProtector™ from any and all actual damages and you will be held liable for liquidated damages in the amount of $1 million USD per file changed.

You may, however, add a copyright notice of your own only on those web pages or accompanying text documents (used in the "mail module") that you substantially change. Under no circumstances may you remove or change any existing copyright notices. In the event that you do remove any original copyright notices, you agree to indemnify Douglas L. Ashbaugh, TrafficCentral, and/or UniversalProtector™ LLC from any and all actual damages and you will be held liable for liquidated damages in the amount of $1 million USD per file changed.

There are various components included with this MUTANT™node license. These include, but are not limited to, a non-transferable license to use the MUTANT™ architecture for your use including its associated contract documents ("Node Documents"), on hosting accounts provided by you, in operating a node within the TrafficCentral Network and a limited license to market and redistribute TrafficSoldier™ website templates (including its associated contract documents ("TrafficSoldier Documents"). As a TC Node Owner, you may only market MUTANT™ nodes as described within this License and the Contract Documents. Any sale of a MUTANT™ node made through your sites, through your resellers, or through your affiliates, is actually a sale of the MUTANT™ node license by TrafficCentral under the terms of the Strategic Alliance Agreement you may have with TrafficCentral. Violation of any terms of the Strategic Alliance Agreement by you shall immediately terminate your right (including the rights of your resellers and your affiliates) to market MUTANT™ nodes through your node "store" or otherwise, and you shall then forfeit any amounts due you under the NO Business Opportunity Agreement for the sale of nodes.

As a TC Node Owner, You may market and sell copies of the TrafficSoldier™ website templates only to those individuals or entities who first purchase a reseller license from you, subject to the Reseller License contained herein. In no event, however, may you convey to any individual or entity your TrafficSoldier™ MASTER website template. Your Node Owner license to the TrafficSoldier™ MASTER website templates grants to you as a Node Owner, a non-transferable, distributable, personal, limited right of Electronic Access and Electronic Distribution to the TrafficSoldier™ website template, on hosting provided by You or Your reseller, according to the terms and conditions of this Agreement and the reseller agreement between You Your reseller.

You do NOT have any right, whatsoever, to modify any Node Documents or TrafficSoldier™ Documents. Such Documents are provided for your use only, and may not be modified in whole, or in part, with the exception that the "Terms and Conditions" therein contains a blank page as an attachment on which you are required, under this License, to include the terms and conditions pertaining to any products/services/opportunities not originally provided under your license/contract(s) with TrafficCentral, which you market through the Sites. All Node documents and/or TrafficSoldier™ are the subject of copyright protection by TrafficCentral and/or UniversalProtector™. Use of the TrafficSoldier™ template (both for your own use as a store and for resale to your resellers) is conditioned upon your continued use of the documents contained therein. Removal of any links to the Node Documents or the TrafficSoldier™ Documents is prohibited, and shall result in the immediate termination of this License, and the Contract Documents between You and TrafficCentral, then in effect.

With the exception of any contract or documents provided with the TrafficSoldier™ MASTER website template, you may make limited modifications of the TrafficSoldier™ website template and include (or not include, at your option) those changes on the template provided to your resellers.

You are expressly prohibited from placing or installing any portion of the Software Product and/or the Content on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by TrafficCentral.

Any and all purchases of products, TC Products, services, TC Services, Opportunities, or TC Opportunities that are made through the "store" of the MUTANT™ Node being licensed to you are subject to a royalty fee, paid monthly, as further defined and set forth in your Contract Documents. Failure to pay the royalty fee on a monthly basis, not later than the 10th of each month, shall result in the immediate termination of this License and all other Contract Documents you may have with TrafficCentral, then in effect.

This MUTANT™ Architecture Node License grants to said node owner licensing it, a non-transferable, personal, limited right of Electronic Access to the MUTANT™ Architecture control panel and the accompanying node website, on hosting provided by You, AND a non-transferable, personal, limited right of Electronic Access and limited distribution rights to the TrafficSoldier™ website template, on hosting provided by You or Your Reseller, both according to the terms of this License and the Contract documents. You are solely responsible for the installation of the MUTANT™ architecture, and for installing and maintaining the equipment and any other software or programming necessary for Electronic Access and/or distribution.

Alliance Relationship
For those node licenses and licensors intent upon operating within the publicly known TrafficCentral Global Network, or reselling TrafficCentral or other approved products and services using the Technology, including but not limited to the resale of technology licenses, a Strategic Business and Marketing Alliance Agreement is required to be in place between You and TrafficCentral. In the event you initiate this or such agreement at a node owned or operated by TrafficCentral, or by others that TrafficCentral has designated as its delegate (in the form of a node licensor and strategic business and marketing alliance partner), you will be in effect licensing said Technology itself from TrafficCentral.

Not Transferable
This license and its related Agreements are not transferable except when done by TrafficCentral or its designee directors in writing. As a node licensor by invoking this Agreement, You understand you are not designated or allowed to transfer any agreements on the behalf of TrafficCentral or others. You also agree to not reduce the sales price of any item inappropriately or temporarily in an attempt to affect the attempted or equivalent of a license transfer by representing or reselling a steeply discounted license. Any such transaction will be considered null and void and may also cause you to be immediately and minimally liable for the full retail price of such sales transactions. Any such activity on Your part will forfeit your ability to maintain a business relationship with TrafficCentral and immediately terminate any and all Agreements that you may have with TrafficCentral except those terms intent on protecting TrafficCentral and its reputation, Technology, or monies or other royalties due, to TrafficCentral.

Limited Warranty
We warrant that for a period of one (1) year after delivery of this copy of the Software to you:

the physical media on which this copy of the Software is distributed will be free from defects in materials and workmanship under normal use, and
the Software will perform in substantial accordance with the Documentation

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

Limited Remedy
Our entire liability and your exclusive remedy shall be:

the replacement of any diskette(s) or other media not meeting our Limited Warranty which is returned to us or to an authorized Dealer or Distributor with a copy of your receipt, or
if we or an authorized Dealer or Distributor are unable to deliver a replacement diskette(s) or other media that is free of defects in materials or workmanship, you may terminate this Agreement by returning the Software and Documentation and your money will be refunded.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Term and Termination

This license agreement takes effect upon your purchase or use of the software and remains effective for a period of one year from the date of purchase of this annual based license or for the period of time you have paid for a hosted solution license option. Each year (or period), on the month and day when you last purchased this license or any renewal of this license, you may go to the TrafficCentral website, updating your contract documents (if required) and optionally paying a fee equal to ten percent of the annual node license price to renew this license (for purposes of defect support and potential directory listing depending on the level of license purchased); or node owner (node operators) participating by or leveraging a hosted solution license option may simply continue to pay the monthly (or periodic) hosting fee whereby your continued agreement with all terms and conditions and the benefits to you thereof shall be continued for the remainder of the paid for hosted solution license period. During the initial year and any successive renewal periods, this license shall remain in effect until terminated. In the event you option to not renew this license, you may continue to operate the unsupported node in stand alone mode for an additional 90 days (disconnected from the network and not indexed in any directories at other nodes) and are still obligated to pay royalties described herein to TrafficCentral and operate the node under all other provisions set forth by this and other agreements between You and TrafficCentral. After the 90 day grace period for renewal of license, if the license has not been renewed or a hosted solution option has not been paid for, you agree to terminate all use of the node and it's software or programs. The 90 day grace period only applies and is provided for annual licensors, and does not apply for any other period based licenses or hosted solution license options. You may terminate this license at any time by destroying all copies of the Software Product and/or Content and/or the TrafficSoldier™ master website template in your possession. This license agreement will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to either return to us or destroy all copies of the Software Product and/or the Content and/or the TrafficSoldier™ master website template in your possession. In the event that the node license is not renewed, any benefit that you may have been able to previously receive while a node license was current from programs such as the node owners business opportunity affiliate program or the like will terminate.

The MUTANT™ Architecture Node License should be kept current at all times in order for You to obtain defect support, whereby defect support is only included for one year (or other period) with your paid for license or for the period encompassing a paid for hosted solution license option. If you fail to renew your license annually, or continue to pay for a hosted solution license option, defect support shall immediately terminate and additional fees may apply in the event that you would like to update your node or reestablish support. Node license levels of Township or above that are participating and operating in a similar manner to other nodes in the network (not vertical or custom applications of the software) generally include listing in the central directories that are established and maintained by TrafficCentral and such listing in said directories will be terminated is the annual renewal fee is not paid for in full by the anniversary date of the original license purchase (with a 5 business day consideration for weekends or holidays allowed). TrafficCentral reserves the right to charge advertising fees for such listing in the central directories or indexes.

If this License terminates for any reason whatsoever, TrafficCentral reserves the right to immediately disable various functions within the MUTANT™ architecture, including, but not limited to, the node's "store" feature, and TrafficCentral shall then have immediate right to transfer any and all store links (whether on or at the node or on or at reseller(s) sites or on or at affiliate(s) links) to any other node within the TrafficCentral Network that TrafficCentral deems appropriate. Any sums you may have due from TrafficCentral for anything whatsoever (including any sums from reseller and/or affiliate sales or the node owner business opportunity affiliate program or the like) shall immediately be forfeited, and this License shall immediately terminate. Any resellers, affiliates, or others recruited by you during terms of your license, and any commissions potentially related to sales which said recruits have made and are due to you, will all be forfeited and transferred to TrafficCentral.

Confidentiality

The Software Product and/or the Content and/or the TrafficSoldier™ master website template contains trade secrets and proprietary know-how that belong to TrafficCentral and/or its suppliers and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

You may not and You may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use the Software Product and/or the Content in any manner whatsoever that may infringe any copyright or proprietary interest of TrafficCentral and/or UniversalProtector™; distribute the information contained in the Software Product and/or the Content to other users not duly authorized to access the Content; distribute, rent, sublicense, lease, transfer or assign the Software Product and/or the Content, and this License; decompile, disassemble, or otherwise reverse-engineer the Software Product and/or the Content, or any other part of the TrafficCentral Network, or any software contained therein, or alter, translate, modify, or adapt any of these to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law. Requesting any programmer or service to provide you with a copy of the Software Product and/or the Content, any part of the TrafficCentral Network, and/or any software contained therein is a violation of this License as well as the copyrights and Patents or Patents Pending (whether based in the United States or abroad) on the Software Product and/or the Content and/or any portion thereof which is protected by U.S. or foreign patent law, and may be a violation of criminal as well as civil law.

If this License is terminated for any reason, including any violation of this License or the Contract Documents whatsoever by you, then this License shall immediately terminate and rights to any sums you may have due under the Node Owner's Business Opportunity Agreement shall be forfeited, permanently. Nothing contained herein or in any of the Contract Documents is intended to convey to you any right to transfer or sublicense this License. You have no right to sell or license the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template license, to any person or entity whatsoever, except through the Strategic Alliance Agreement. Under this License, you are also prohibited from making any copy of the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template for any purpose (other than archival purposes) whatsoever. Specifically, with regard to the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template, the following activities are prohibited:

a) having more than one copy of the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template on any computer or internet hosting account whatsoever;
b) copying of the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template for adaptation purposes;
c) modification of the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template in any way whatsoever;
d) reverse engineering, decompiling, or disassembling the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template in any way whatsoever;
e) sublicense, rent, lease or lend any portion of the MUTANT™ Node Architecture, the Content, or the TrafficSoldier™ master website template in any way whatsoever.

Miscellaneous

This license and the accompanying Terms and Conditions and the Independent Contractor Agreement may be terminated by either party without notice at any time for any reason. The provisions of the Terms and Conditions, paragraphs 1 (Structure of Network), 3 (Restrictions), 4 (Use of the Sites/Services), 5 (Exclusion of Warranties/Limitation of Warranties), 6 (Compliance with CAN-SPAM Act and anti-SPAM Laws), 7 (Intellectual Property Rights), 8 (Indemnification), 9 (Third Party Rights), 10 (Term; Termination) 11 (Business Development Phase), and 12 (Miscellaneous) shall survive any termination of this license, the accompanying Terms and Conditions, and the Independent Contractor Agreement.

If any part of this License or the Contract Documents is declared void, the remaining terms and conditions of each of the agreements shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of this License, the Terms and Conditions, the Memorandum of Understanding for MUTANT™ Node Owners, or the Node Owners Independent Contractor Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No Node Owner may assign or sublicense this License without both TC's, and TrafficCentral's prior written consent. If a court finds that any provision of this Agreement or within the Contracts is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited by the court.

IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, TC'S AND/OR TRAFFICCENTRAL'S LIABILITY FOR DAMAGES UNDER THIS LICENSE AND THE CONTRACT DOCUMENTS, TO ANY PERSON OR ENTITY, SHALL NOT EXCEED THE SUMS ACTUALLY PAID BY THE PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR OPPORTUNITY (LICENSE).

To the extent you have in any way violated or threatened to violate TC and/or TrafficCentral's intellectual property rights, TrafficCentral and/or TC may seek injunctive or other appropriate relief in any state or United States federal court in the State of Florida, USA and you consent to exclusive jurisdiction and venue in such courts. Use of the MUTANT™ Node Architecture, the TrafficSoldier™ master website template, the Sites and the TrafficCentral Network is unauthorized in any jurisdiction that does not give effect to all provisions of this License and the Contract Documents, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TC and/or You and TrafficCentral as a result of this License or the Contract Documents or use of the Sites and/or of the TrafficCentral Network.

TrafficCentral's performance of this License is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of TrafficCentral's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

This License and the Contract Documents shall be governed and construed in accordance with the laws of the State of Florida and The United States of America applicable to agreements made and to be performed in the State of Florida and in The United States of America. You agree that any legal action or proceeding between TC and you for any purpose concerning this License or the Contract Documents or between TrafficCentral and You, for any purpose concerning this License or the Contract documents or the parties' obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of us.

If it proves impossible to arrive at a mutually satisfactory solution through online mediation, we agree to submit the dispute to binding arbitration at the following location: for legal actions or proceedings between TrafficCentral or UniversalProtector™ and you, in Sarasota County, Florida, USA; for legal actions or proceedings between TC and You, Sarasota, Florida, USA; for legal actions or proceedings to which both TrafficCentral and TC are parties, in Sarasota County, Florida, USA; all under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

In no case shall You have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules; You will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator's decision will be final and binding with limited rights of appeal.

Any cause of action or claim You may have with respect to the Sites, the Products, the TC Products, the Opportunities, the TC Opportunities, the Services, or the TC Services, must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred. TC's, TrafficCentral 's, and/or UniversalProtector™'s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly.

TrafficCentral may modify this License Agreement/Terms and Conditions (of Use), and the agreement they create, at any time, simply by updating this posting and without notice to you. This License and the Contract Documents are the ENTIRE agreement regarding all the matters that have been discussed.

TrafficCentral may transfer or assign its rights and duties under this Agreement to any party at any time without notice to you. Nothing herein shall alter or encumber the right of TrafficCentral to transfer any such rights or responsibilities. Any transfer by TrafficCentral shall cause this License, and any other Contract Documents then in effect to transfer simultaneously, all without further permission by You.

Nothing contained herein, nor the Contract Documents provided by this License, shall constitute legal advice. TrafficCentral is not engaged in the practice of law, and nothing contained herein or the Contract Documents themselves shall suggest differently. No attorney-client relationship is formed by communications between Licensee and TrafficCentral, nor by communications between Licensee and counsel for TrafficCentral. The Contract Documents are intended to protect the interests of TrafficCentral specifically, and the Node Owners generally. If you require legal advice, you should consult an attorney who is actively engaged in the practice of law and who is admitted to the bar in your jurisdiction.

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. Within 30 days pending your electronic signature, please sign and fax a copy of this agreement into TrafficCentral at fax: 1-941-870-0939.

For new node owners; 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. You must also print, sign, and fax a legible copy of this agreement and a government issued id (depending on the identification provided, other supplemental credentials may be requested) to TrafficCentral at fax: 1-941-870-0939 or you may mail the documents to the address shown below:

TrafficCentral LLC
attn: Doug Ashbaugh
603 Coquina Ct.
Nokomis, FL USA 34275-2728

Last Updated: 08/25/09 22:31 DLA