This Strategic Business and Marketing Alliance Agreement (hereinafter "agreement") is between TrafficCentral, LLC (hereinafter "TrafficCentral", "We", or "Us") 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.

NOW THEREFORE, in consideration of your initial or complete payment (or arrangements therefore) for a TrafficCentral MUTANT node software license;
 
1.  STRATEGIC AGENT RELATIONSHIP
TrafficCentral offers to provide you temporary and non-exclusive authority to market and resell some of its products or services (Products). The Products may vary from time to time. In consideration of your effort to market and represent TrafficCentral Products through your website, sites, node, or other channels, TrafficCentral agrees to allow you to make sales of TrafficCentral Products through your node or other agreed to channels (agreement must be made in writing between You and TrafficCentral). The term of this provision and this agreement will be for a time including while you are in good standing with TrafficCentral and You maintain an current license, or its renewal, on your node. The products that this agreement related to are node licenses. This agreement does not apply to TrafficSoldier reseller websites, traffic or ad package sales, or affiliate sales (collectively referred to in this clause only as the Items. Those Items are covered under other agreements and in particular clauses related to royalty payments due to TraffiCentral for those sales.
 
2.  COMPENSATION
You as the Licensee agree to remit 65% of any funds received for all node license sales within 48 hours of the payment. In the event the node licensor requests payment terms, then an equivalent payment subsription representing 65% of the funds to be received plus payment processor fees must be setup by you to the benefit of TrafficCentral. The payment subscription to TrafficCentral for the related licensed items may be established on a schedule of 2 business days after payment is received by you from the node purchaser. In the event that the node purchaser cancels his payment subscription, you will be responsible for notifying the purchaser formally that their license has expired and they may not use the node or technology at all on an on-going basis. TrafficCentral will not remit a license for the node purchased unless the terms and conditions of the transaction appear stable and sounds to TrafficCentral. A minimum initial payment of 25% of the node license cost (at retail) must be received by you and resulting payment received by TrafficCentral from you before a license is granted by TraffiCentral. You agree that TrafficCentral has the sole and exclusive right to set retail or other prices for all node licenses and when requested, will update your node to reflect current prices for each node product offered. This provision also applies equivalently to hosted solution licenses or other subscription services, or monthly recurring licensed products or services, such as GoingCentral enhanced memberships or hosting services options, or other like products or services, that are provisioned or managed by TrafficCentral or its designees or delegates. At TrafficCentral's discretion, collection of the monies due for monthly subscriptions or other fees, such as royalties, may be handled in a more economical manner, such as once or twice monthly, or by requesting a physical check or direct wire transfer of funds as payment to TrafficCentral to save on payment processor or other handling or service fees. Minimum initial payment requirements do not apply to the hosted solution license options wherein each is already based on a generally uniform monthly recurring payment, ergo the financing for such an option is neither needed nor practical in general. Should an exception to this assumption arise, any hosted solution options, or other similar Products or options, where financing is desired, must be reviewed and agreed to by TrafficCentral.
 
3. GRANT OF LICENSE
You understand by TrafficCentral's allowance for some sales to occur through your node that in no way does TrafficCentral grant any intellectual property or licensing rights directly to you other than what is agreed to in other agreements. This agreement is intent to only allow you to collect payments directly and in near real time or near term, make your associated payment to TrafficCentral for the Products or services sold or financed. By any means or channels of payments, the licensure of all TrafficCentral technologies and Products is only granted by TrafficCentral. You agree to this by your purchase of a node license or use such provision post node licensure for conducting sales.
 
4. INDEPENDENT CONTRACTORS
By your purchase of a node license or invocation of this or other agreements with TrafficCentral, you understand that you are acting as an independent agent and not as TrafficCentral or as an employee of TrafficCentral. As such, you understand that you are responsible for payments of any and all taxes or licensure obligations, your own benefits (of any kind), any and all insurances, your and your employee's or workers compensation, or other forms of luxury commonly afforded to employees of some companies. In no way is TrafficCentral obligated to provide you with any such benefits, or any forms thereof, and you hold TrafficCentral blameless in the event of your lack of payment of any taxes that may be due by you, or others related to you or your operations, to any governmental agency.
 
5. DOCUMENTATION OF CONTRACT AND AGREEMENTS
All node license agreements may be accepted electronically at the node of which you have accepted this agreement for, however for all new node owners, a formal printed and signed copy of all documents must be faxed into or mailed into TrafficCentral. You agree to instruct node purchasers of this provision and will allow TrafficCentral to review and inspect electronic signatures, at its option. You agree to ensure that the electronic signatures are present within the Command Center of the MUTANT node and that backup copies of the database are made as per normal to ensure permanent record of the electronic signature.
 
6. ARBITRATION
By invoking this agreement, you agree to submit to binding arbitration. If any disputes or claims arise against TrafficCentral or its agents related to this agreement, you agree that such disputes will be handled by an arbitrator of TrafficCentral's choice. An arbitrator from the American Arbitration Association or the National Arbitration Forum will be selected by TrafficCentral in the state or province of its operation, or convenient to TrafficCentral. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. All decisions rendered by the arbitrator will be binding and considered final. The arbitrator's award will be final and binding on all parties. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration clause. You are also responsible for any and all costs related to such arbitration.
 
7. 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.
 
8. BY INTERNET DOMAIN
This Agreement is related to Your use of the MUTANT Technology and a license for use of the Technology to sell TrafficCentral products or TrafficCentral approved products on a website operatiing at a single, consistent, and particular, Internet domain, or limited set of domains whereby You have purchased formal node licenses for each of said domain, that the Technology is operated upon. This Agreement's terms and conditions herein will be considered to extend to and transcend each Technology driven node licensed whereby was properly purchased and paid for in a normal fashion to the satisfaction of TrafficCentral. In no way does use of the Technology or signature of this agreement give You or any others any rights whatsover to operate or represent Us in any way on any sites other than those specifically licensed and paid for.

9. NOT TRANSFERABLE
This Agreement and All contracts related to MUTANT Technology licensure and use established between You and Us are not transferrable. As such, in the event an intended sale of your business including a MUTANT or related Technology oriented business may not include the sale or transfer of Agreements or a MUTANT node or Technology license without a separate formal contract being put in place between the intended new owner and TrafficCentral or its delegates. In summary related to this provision, the Agreement is not transferrable to any third party and as such node software licenses (MUTANT Technology) may not be transferred with the sale of any business that may be leveraging the technology without separate agreements being put into effect between the new business owner and TrafficCentral or it's delegates. In a similar manner, the strategic relationship related to the Technology is also not transferrable and without the strategic marketing agreement (this Agreement) a person or entity may not operate a Technology based node in any way shape or form, and a then current and separately signed Strategic Business and Marketing Alliance Agreement must be signed prior to the sale or transfer of related assets to an intended licensee (the owner operator of the existing node that is running the Technology). During such transfers, there is no provision herein for change of website domain that the orignal license and alliance Agreement was related to. The Strategic Business and Marketing Alliance Agreement may be signed at your node using standard TrafficCentral technology, and if signed at a Technology based node other than those owned by TrafficCentral, the act of electronically signing this or any other contracts on said node and Technology will be considered to be binding with TrafficCentral upong TrafficCentral acceptance of the agreement.

10. NON-COMBATANTS
In the event that a potential contract signor or licensor has been known to do damage to any node owner operator, participant, reseller, affiliate, or others that may be involved or interested in the operation and conduct of business with any node owner or operator in the TrafficCentral network, TrafficCentral reserves the right to cancel and terminate any licenses, implied licenses, or grants of temporary usage rights to said assumed combatant without formal explanation. It is understood that if such identification by TrafficCentral is made for any reason, Your sole remedy or remedy to anyone purchasing products or services through the Technology will be a prorata refund. In the event that proof of any monies due to TrafficCentral or others is provided, TrafficCentral reserves the right to retain any portion or or all of the potential refund as partial compensation of any monies due. Combatants may include but not be limited to competitors, engineering firms, employees or competitors, others representing competitors, known unethical persons or parties, or others that may be detrimental in nature to the reputation of the overall Global Network as solely determined by TrafficCentral, with potential input from other existing strategic alliance partners and node owners. In the event that a licensor of the Technology or benefactor of this Agreement is determined at any point in time to be involved with any actions resulting in a negative affect or impact related to the sale and promotion of the Technology, or are determined to not be acting in the best interest of primarily promoting the Technology, TrafficCentral reserves the right to retract any rights set for within this Agreement upon which You agree to immediately terminate all use of the Technology or copies of the Technology, and shall immediately destroy and acknowlege in writing that all usage of the Technology has been brought to an end and terminated, and that all copies have been terminated in full and deleted from existence as possible. Combatants are also considered to be any person or entity that is in the business of primarily selling Internet advertising services or technologies that are similar in nature to the business of TrafficCentral. If you feel you are a combatant or potential combatant of any form, do not sign this agreement and ask for an assessment from TrafficCentral before signing this Agreement. You also agree to abide by any list of published combatants that may be provided to You by TrafficCentral as to not conduct business with such parties or entities that may be detrimental to TrafficCentral or its reputation including the reputation of any node in the Global Network of nodes. Further You agree to notify TrafficCentral if any known combatants attempt to enter into an Agreement and to as best as possible notify said combatants they are not allowed to enter into any Agreement with You (related to TrafficCentral products and business operations) or TrafficCentral until resolution to the combatant status is rectified, if possible. You are considered a combatant in the event you owe any monies to TrafficCentral or any node owner and have not shown proper action of, and proof of, payment of such debts in a timely manner, or have lied to or misled any TrafficCentral executive, employee, or designee. You are also considered a combatant in the event you are known to mislead others into business or purchases by making false promises or setting false expectations that may or have caused damage to reputation of or legal conflicts with any node owner or portion of TrafficCentral's business or any of its directors, executives, employees, or designees.
 
11. CONTRACT MANAGEMENT & WITNESS THERETO
TrafficCentral requires the formal recordation and conveyance of any and all agreements received by you, your node, or the technology operated by you, or licenses you may resell on behalf of TrafficCentral. You agree that TrafficCentral may demand, extract, record, make copies of, replicate, or in any other manner deemed required by TrafficCentral, record such documents in a manner acceptable for legal representation of such contracts or Agreements for or by TrafficCentral and its use. You agree to witness, sign, and fax any notices that you may receive on the behalf of TrafficCentral into TrafficCentral at fax number 1-941-870-0939 or other designated by TrafficCentral . You agree to periodically send electronic or compatible copies of the contracts database table in the technology, or other tables identified by TrafficCentral as required to record contract activity, into TrafficCentral by email or physical media as demanded in order to appropriately record such contract data. You agree that for any contracts or agreements received by you, you will add your signature to the contract as a witness by printing "Node Owner/Witness:", or its equivalent, near or below the licensor's signature area of the various individual form(s), fill in the name of the licensor by printing the licensor's full name as electronically signed, print "Electronic Signature Received" or the like in the signature area for the licensor, and print your name as witness, and sign it as witness properly with your legal signature, prior to faxing the agreement into TrafficCentral. As a node licensor and Strategic Business and Marketing Alliance Agreement licensee, you agree that signatures of the node owner or other designee of TrafficCentral may be added to any agreement for purposes of witness and transmitted electronically or physically to TrafficCentral and such witness or related signatures and its related text or dates will not in any way shape or form detract from your obligations related to the Agreement. When combined with the electronic signature records that may be extracted by or conveyed to TrafficCentral along with the TrafficCentral designee witnessed contract, You agree that such contract is equivalent to having formally signed physical or electronic contracts directly with TrafficCentral, if desired by TrafficCentral, in regard to the use of the TrafficCentral originated and licensed Technology and in regard to Your conduct of operating within the TrafficCentral Global Network.
 
12. 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