This Memorandum of Understanding is between TrafficCentral, LLC (hereinafter "TrafficCentral") and You, the Licensee (herinafter referred to as, You, Your, or Yours);
 
WHEREAS, TrafficCentral is the exclusive marketing agent for certain Technology as defined in the License/Terms and Conditions (of Use) which is signed in conjunction with purchase or licensing of such technologies and is incorporated by reference and made a part of and basis for this Memorandum.  Incorporation by reference is further described by the transaction date and electronic or real signatures recorded as related to the aggregate purchase or licensure of the various technologies that form the basis for use of this memorandum. Such purchases and licenses will collectively be referred to in the remainder of this document as Exhibit A. Further, TrafficCentral is in the business of selling licensed copies of this Patent Pending Technology which allow the licensee to operate a MUTANT Search/Traffic/Banner Exchange and various other programs as part of same (hereinafter "TC Node" as more fully defined within Exhibit A).

WHEREAS, Licensee desires to operate a MUTANT Search/Traffic/Banner Exchange and other related advertising programs. Collectively, this will be referred to as the Software, software license, or otherwise informally as a Search Exchange.

NOW THEREFORE, in consideration of your initial of complete payment (or arrangements therefore) for a TrafficCentral MUTANT node software license;
 
1.  CONTRACTS DOCUMENTS
Licensee agrees to execute a Non-Disclosure and Confidentiality Agreement (Node Owners Confidentiality Agreement) concurrent with the execution of this Memorandum of Understanding.  Licensee also agrees to the terms of the Earnings/income Disclaimer, Privacy Policy, Node Owners DMCA Notice, and the Credit Fraud Agreement each of which can be found at TrafficCentral.net.
 
2.  HOSTING
Licensee agrees to obtain appropriate hosting for the installation of the TC Node.  Said hosting must comply with the posted guidelines set forth by TrafficCentral in the forums or other document links dedicated to this information at http://www.TrafficCentral.com.  In the event hosting is problematic, You agree to work with TrafficCentral to obtain alternate hosting at your expense until appropriate hosting is made available, or until this Agreement expires.
 
3. ANTICIPATED PERIOD OF BETA LAUNCH
Licensee understands that it will be participating in the Beta Launch of TrafficCentral Network Nodes.  The Beta Launch is expected to continue for a period of up to 90 days from the date of launch on June 3rd, 2009, but will terminate no later than 365 days after date of launch of each release of the Software. This provision may vary or be updated for each major release of the Software and will be acceptable by licensor or those who apply latest updates to the Software based on provisional arrangements expressed elsewhere in the contract.

4. FINAL CONTRACTS
Following the successful Beta Launch of the TrafficCentral Network Nodes, TrafficCentral may provide Licensee with final contract documents (if not previously supplied or satisfied) which will include a Business Philosophy overview, Business Opportunity Disclosure, an Earnings/Income Disclaimer, a Node License Agreement, a TrafficSoldier License Agreement, a Privacy Policy, Node Owners DMCA Notice, a Credit Fraud Agreement, a Non-Disclosure/Non-Compete Agreement, a Node Owner Affiliate Program Agreement, an Independent contractor agreement, and a Strategic Business and Marketing Alliance Agreement (combined, hereinafter "the Contracts").  The Contracts and Exhibit A to this Memorandum form the complete and total agreement between Licensee and TrafficCentral.  Licensee agrees to abide by the terms of all Contracts and Exhibit A.  In the event that Licensee, when presented with the Contracts, fails to agree to all terms contained therein, the content of which is detailed in Exhibit A and at http://www.TrafficCentral.com, Licensee may request a refund of 25% of the monies paid to or on behalf of TrafficCentral as a down payment for the TC Node.  The remaining 75% of all funds paid to or on behalf of TrafficCentral shall be non-refundable.  If TrafficCentral has paid any commissions to affiliates or other resellers from the funds paid to TrafficCentral, these will be deducted from any refund offered. TrafficCentral will not reimburse any other fees or expenses paid by Licensee for any reason whatsoever. Further details of the Refund are available in section 8 below.
 
5. PREFERRED METHOD OF COMMUNICATION
During the Beta Launch, and throughout the continuation of the term of the Contracts or extension thereof, the preferred method of communication is email sent through the contact form at TrafficCentral.net or TrafficCentral.com websites.  Telephone contact to TrafficCentral or any assistants it may appoint should be kept to a minimum and only used when justified.  Except when the TC Node is completely non-functional, phone calls should be made only during the hours of 9:00 to 5:00 PM EST time zone.  For communications with Douglas Ashbaugh, this is EST USA time.  For any other assistants or node owners that TrafficCentral should appoint, please verify with them via email the appropriate times to call them and their time zone.
 
6. TIMELY COMMUNICATIONS OF BUG REPORTS
During the Beta Launch, Licensee agrees to provide TrafficCentral with email communications of any spelling errors, grammatical errors, html errors, php errors, or other types of programming "bugs" Licensee encounters.  Licensee should communicate these and any other problems to TrafficCentral in a consolidated email (i.e. collect several problems and send it in a single email) not more frequently than daily.  TrafficCentral agrees to repair any defects in the Node software, if possible, on a best effort basis, during Beta Launch only.  The warranty and disclaimers of warranty found in Exhibit A set forth TrafficCentral's sole obligation for defects.
 
7. NODE OWNERS BUSINESS OPPORTUNITY AFFILIATE PROGRAM AWARENESS
To all Beta Phase Node License Purchasers. This memo is posted to notify you that you will have the opportunity to participate in a one tier affiliate program named "Node Owners Business Opportunities Affiliate Program" (NOBOAP), of which the details will be posted and available pending completion of beta phase installations. The general provision of NOBOAP regarding this program is the ability to earn a 1% gross commission on net revenues* received from each Node license marketed/sponsored through this Node license purchase. This program will detail additional protections for both Node Owners and TrafficCentral and will be available during the beta phase, but no later than the termination of Beta Phase Agreements. TrafficCentral will make affiliate payments by the 25th day of any month for each prior months collected. In order to continue receiving payments related to the NOBOAP program, Node licenses must be in good standing and defect support may be extended if the license is renewed annually. There will be a 5 business day grace period allowed for payments to avoid conflicts with weekends and holidays.
  
8. POST BETA PHASE REFUNDS
Should any BETA PHASE AGREEMENT executor be dissatisfied with their Node and request a refund, TrafficCentral agrees to refund 50% of any fees paid, minus commissions paid to affiliates or resellers, providing the Node remains in tact and in functional condition, and that domains used for the Node are transferred in ownership to TrafficCentral, as to not disrupt the TrafficCentral Global Network or other Node Owners or Operators, of which the Node may have or be interacting with. Effectively, TrafficCentral will take full ownership of the Node, and refund 50% of the revenue paid to TrafficCentral. In addition, TrafficCentral will pay for and initiate domain name transfers into the registrar accounts controlled by TrafficCentral, and Node owner will participate in and execute the transfer, prior to any refunds paid. TrafficCentral will be given access to hosting and Node owners will continue to maintain hosting for 90 days or until TrafficCentral indicates transfer of the hosting contract or Node to another host has been completed (Transfer Period). During the Transfer Period, You agree to not disrupt the Node in any way and work cooperatively with TrafficCentral so that no other Node owners and the TrafficCentral Global Network is not impacted in any way. Upon completion of these requirements, TrafficCentral will complete refund payment within 30 days by Paypal or company check.
 
9. ROYALTIES TO TRAFFICCENTRAL BY NODE LICENSE PURCHASERS
Provisions for TrafficCentral regarding Royalty Payments to TrafficCentral by all Node Licensors is a 4.5% royalty payment, payable monthly, and is based on the net revenue* processed by the Node. The 4.5% royalty payment also covers any commission payments that TrafficCentral may make to participants in the NOBOAP program and therefore will not exceed 4.5% for node licensors establishing a contract throughout the beta phase. You understand that this payment is due on a regular periodic basis, generally monthly unless agreed to in writing, and will be paid to TrafficCentral no later than the 10th of each month for the prior months sales. Failure to make the royalty payment will void the Node license, but shall not void any sums due to TrafficCentral for products sold.
 
During Beta Phase Agreements, Beta Node Licensors will still pay TrafficCentral 4.5% royalty on the Net sales processed by the Node. Should the 10th day of that month fall on a weekend or holiday, payments to TrafficCentral will then be due the first normal business day following.
 
All TrafficCentral products and services, or any combination packages including TrafficCentral products or services along with other services or products offered by the node licensor, must be sold through the Node distributed store architecture to allow proper sales revenue reporting and calculations of royalty payments. Sales of TrafficCentral products or services may only occur outside the Node distributed store architecture (External Sales) if and only if an Application for External Sales is submitted to TrafficCentral and further that consent is granted by TrafficCentral and is expressed in writing with substantial detail explaining the intended transaction. Any act of selling TrafficCentral products or services outside the Node distributed store architecture without the express written consent of a TrafficCentral Director or Manager is considered an attempt to avoid royalty payments, or other related obligations, and will result in the immediate termination and revocation of the Node license as well as other rights granted previously to the Node owner. The Node owner is also responsible for conveying copies of any documents, signed by a Manager or Director that grant such permissions for External Sales transactions, to TrafficCentral corporate offices. In addition to copies of the signed documents, the Node owner must include details of the final transaction so that royalty payments can be computed appropriately, unless an alternate amount to be conveyed to TrafficCentral for the transaction was previously established in the related signed documents. For purposes of the application for External Sales, fax communications may be used during the Business Development phase with the topic of the fax being 'Application for External Sale' or equivalent, and until further notice.

*Net revenue is computed for royalty calculations and commissions as gross receipts minus normal payment processor fees, and is applied to all TrafficCentral products, sublicenses (TrafficSoldier sales), and other products marketed through the Node's distributed store architecture, resellers, and affiliates. For licenses established through July 30th, 2009, a waiver of royalties will occur for the first $5,000.00 USD (five thousand dollars) whereby royalty will be paid on all amounts after this. This provision will not renew with annual license renewal whereby a normal royalty payment schedule will prevail and include all net revenue as described herein.

As of August 26th, 2009 this set of royalty terms is ammended as follows during the introduction of the hosted solution options. Royalties due are being reduced by the following adjustments: (1) No royalty will be due to any NOBOAP participant or TrafficCentral if the adjusted gross revenue of a node is less than $1000.00 USD (U.S. Dollars) per month (i.e. the first $1000.00 USD of adjusted gross revenue per month is now royalty free), (2) For any licenses established from this date (8/26/09) forward, no royalty is due for the first $10,000.00 USD of adjusted gross revenue earned by the node over the lifetime of the node.

10. HEADINGS
Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly. Presentation of this document within the confines of screen/browser real estate of a web page or web document does not diminish its intended use or identify legal boundaries or terms explicitly.

11. 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; 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