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LICENCE AGREEMENT

This Licence Agreement ("Agreement"), dated as of the later of the two signature dates below ("Effective Date"), is by and between intelliAd  Media GmbH, a company incorporated in Germany with an address at Liebherrstr. 2, 80538 Munich, Germany ("intelliAd"), and a company registered under the laws of USA ("Licensee").

WHEREAS intelliAd is the owner or licensee of the INTELLIAD CPCagent™ Platform, a search management solution that enables the optimization of SEM campaigns on various search engines ("Platform"); and WHEREAS Licensee desires to obtain a licence from intelliAd to use the Platform, and intelliAd is willing to grant such rights and licenses to use the Platform on the terms and conditions as set forth herein; NOW, THEREFORE, the parties hereby agree as follows:

  1. Scope of Licence. intelliAd grants Licensee a non-exclusive, non transferable, worldwide, revocable and limited licence to use the Platform for the purpose of Licensee's performing the search-engine campaign optimization services enabled via the Platform for Licensee's SEM campaigns (“Licence”). Under the License, Licensee shall be given a user name and password from intelliAd for logging into the Platform, and Licensee shall provide intelliAd with the API tokens for the relevant Search Engines Providers (defined below), following which Licensee's use of the Platform shall be enabled. Currently, the Licence to use the Platform is available to Licensee on the following search engines: Google, Yahoo, and MSN (each, a "Search Engine Provider"); in the future intelliAd may (but does not represent that it shall), open the Platform to additional search engines.

  2. Intellectual Property Rights & Restrictions. All intellectual property rights in the Platform and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with intelliAd and/or its licensors. Licensee shall (i) not sell, lease, sublicense or distribute any rights of use in the Platform or any part thereof or allow any third party to use such rights, for any purpose; (ii) not attempt to reverse engineer, decompile, or disassemble the Platform, or any part thereof; (iii) refrain from modifying the Platform, or granting any other third party the right to do so; (iv) not represent that it possess any proprietary interest in the Platform; (v) not directly or indirectly, take any action to contest intelliAd's intellectual property rights or infringe them in any way; (vi) except as specifically permitted hereunder, not use the name, trademarks, trade-names, and logos of intelliAd.  The Licensee hereby assigns any intellectual property rights in the Platform or part thereof, vesting in the Licensee and existing at the date of this Agreement or in the future, to intelliAd.

  3. Consideration. In consideration for the Licence granted to Licensee, Licensee shall pay intelliAd a monthly fee as set forth in Exhibit A ("Licence Fee"), as such Exhibit A may be mutually amended by the parties from time to time. Payments shall be made according to the payment terms set forth in Exhibit A. If no payment terms are specified in Exhibit A, payments shall be made within thirty (30) days from receipt of invoice from intelliAd. Any payment not paid by Licensee to intelliAd when due shall bear interest at the rate of 1.5% per month (but no more than the maximum rate allowed by applicable law), and shall constitute sufficient cause for intelliAd to immediately suspend performance and terminate this Agreement.

  4. Taxes. Licensee is solely responsible for payment of any taxes resulting from the acceptance of the Licence. If any such taxes are required to be withheld, Licensee shall pay an amount to intelliAd such that the net amount payable to intelliAd after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement.

  5. Technical Support. During the term of this Agreement, intelliAd will provide Licensee technical support for the Platform during intelliAd's normal working hours (Mon. – Fri., 9:00 – 18:00 local  time, excluding GER public holidays), and shall include trouble shooting response (by telephone, chat or email), receipt of minor updates and bug fixes and patches for reproducible and verifiable errors in the Platform.

  6. Confidentiality. All designs, engineering details, and other technical, financial, marketing, commercial and other information pertaining to the Platform and/or intelliAd's business activities shall be considered “Confidential Information”. Licensee agrees to use intelliAd’s Confidential Information only in connection with the License, to keep such Confidential Information confidential, and not to reproduce, copy, or disclose such Confidential Information to any third party, except with intelliAd's prior written consent or where required by law.

  7. Licensee's Warranties. Licensee acknowledges that each Search Engine Provider maintains various terms and conditions for usage thereof, and Licensee hereby warrants that its usage of the Platform shall at all times be in full compliance with any terms and conditions applicable to all Search Engine Providers, as well as with any laws, international conventions, codes or regulations in any applicable jurisdiction.

  8. Disclaimer of Warranties. Licensee acknowledges that the search engine optimization services made available by using the Platform are based on information, data, requirements and content contained on Licensee's website. intelliAd does not provide Licensee with any warranty whatsoever, neither on behalf of itself nor on behalf of any Search Engine Provider, with respect to any search engine optimization services or part thereof generated by using the Platform. It is hereby made explicitly clear that intelliAd shall not be held responsible for any acts and/or omissions on the part of any Search Engine Providers. It is further understood and agreed that intelliAd does not intend and will not be required to edit or review for accuracy or appropriateness any information and/or data provided by Licensee (including such information contained in Licensee's website). EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, IF ANY, TO THE EXTENT PERMITTED BY LAW INTELLIAD PROVIDES THE USAGE OF THE PLATFORM TO LICENSEE ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. INTELLIAD DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION.

  9. Indemnification. Licensee shall indemnify, defend and hold intelliAd harmless from any and all losses, damages, fees and damages finally awarded against intelliAd (including reasonable attorney's fees) and arising from a third party claim based on Licensee's breach of its warranties and obligations as set forth in this Agreement. intelliAd shall provide Licensee with: (a) prompt written notice of such claim; (b) sole control over the defense and settlement of such claim; and (c) information as may be reasonably requested by Licensee.

  10. Limitation of Liability. INTELLIAD’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF LICENCE FEES PAID BY LICENSEE TO INTELLIAD DURING THE TWELVE (12) MONTHS PRECEEDING THE DATE THE LIABILITY FIRST ARISES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL INTELLIAD BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT INTELLIAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  11. Term. This Agreement shall commence on the Effective Date and shall remain in effect for an initial period of one (1) year ("Initial Term"); thereafter, this Agreement will be extended for additional one (1) year periods each, unless either party notifies the other party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew this Agreement.

  12. Termination. Either party may terminate this Agreement at any time by giving written notice to the other party if:

    • the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days after being given written notice thereof;

    • the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws. Notwithstanding of the above, either party may terminate this Agreement for any reason, during the first twenty-one (21) days by providing written notice to the other party. Upon termination of this Agreement for any reason whatsoever, Licensee will immediately cease use of the Platform and return all Confidential Information to intelliAd. Sections 2, 6, 9, 10, 12 and 12 shall survive any termination of this Agreement.

  13. Governing law. This Agreement is governed by the laws of England and Wales, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of England and Wales applicable according to the chosen governing law.

  14. Assignment. Licensee may not transfer or assign its rights or obligations under this Agreement to any third party without the prior written approval of intelliAd. intelliAd may assign this agreement in whole or in part at its discretion.

  15. Entire Agreement. This Agreement and any Exhibits hereto constitutes the entire agreement between intelliAd and Licensee and supersedes any previous agreements or representations, either oral or written with respect to the subject matter of this Agreement. All amendments may be made only in writing.