Digital Profits, Inc. TERMS OF USE

THIS AGREEMENT IMPLIES, Digital Profits, Inc. AND CUSTOMER AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. THE TERM "CUSTOMER" REFERS TO THE CUSTOMER IDENTIFIED ON THE SIGNATURE PAGE HEREOF AND (1) WHERE THE CUSTOMER IS AN ENTITY,, ITS OFFICERS, DIRECTORS, PARTNERS, MANAGERS, AGENTS, EMPLOYEES AND USERS AND (2) WHERE THE CUSTOMER IS NOT AN ENTITY, ITS USERS.

1. Services.

1.1 Subject to the terms and conditions of this Agreement, Surefire Profit System agrees to provide to Customer, on a subscription fee basis, the "Surefire Profit System Standard" current sales management solution offering identified, described and available online at www.surefireprofitsystem.com (or such other URL as Surefire Profit System may designate from time to time), as of the activation date hereof, and bug fixes or other minor enhancements or improvements thereto (the "Services"). Additional upgrades (i.e. modifications, additions or substitutions that result in a substantial change, improvement or addition to the Services), if available, may be offered by Surefire Profit System at an additional charge.

1.2 Customer Support. The services include customer support in the form of self-administered help notes at www.surefireprofitsystem.com, email support and Telephone support through Customer Service is not available without an additional fee.

2. License.

2.1 License Grant. Surefire Profit System hereby grants to Customer (and to each employee of Customer who accesses the Services by means of Customer's account and an authorized password) a non-exclusive, non-transferable, worldwide right to use the Service, solely for Customer's internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted by Customer are reserved by Surefire Profit System and its licensors.

2.2 License Restrictions. Customer shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices from the Services; (vi) publish or disclose to third parties any evaluation of the Services without Surefire Profit System's prior written consent; or (vii) create any link to the Services or frame or mirror any content contained on, or accessible from, the Services.

3. Privacy/Passwords/Security.

3.1 Privacy. Surefire Profit System's privacy and security policies may be viewed at http://www.surefireprofitsystem.com. Surefire Profit System reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Surefire Profit System occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

3.2 Passwords. Surefire Profit System shall issue to Customer, or shall authorize a Customer administrator to issue, a password for each user authorized to use Customer's account for whom Customer has paid the applicable fee. Customer and its users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Customer is entirely responsible for any and all activities that occur under the Customer's account. Customer agrees to immediately notify Surefire Profit System of any unauthorized use of the Customer's account (including each password of each user accessing the Services by means of Customer's account) or any other breach of security known to Customer. Surefire Profit System shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements. Surefire Profit System will maintain Customer passwords as confidential and will not disclose them to third parties, except as required by applicable law.

3.3 Security. Surefire Profit System will maintain the Services at a reputable third party Internet service provider and hosting facility, where they are subject to commercially reasonable security precautions to prevent unauthorized access to the Services. Customer acknowledges that, notwithstanding such security precautions, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data (defined below). ACCORDINGLY, Surefire Profit System CANNOT AND DOES NOT GUARANTY THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET.

4. Customer Information.

4.1 Customer Data and Account Information. Surefire Profit System does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Surefire Profit System, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Surefire Profit System shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Except as permitted in this Agreement, Surefire Profit System will not edit, delete or disclose the contents of Customer Data unless authorized by the Customer or unless Surefire Profit System is required to do so by law or in the good faith belief that such action is necessary to: (1) conform with applicable laws or comply with legal process served on Surefire Profit System; (2) protect and defend the rights or property of Surefire Profit System; or (3) enforce this Agreement. Surefire Profit System may provide user statistical information such as usage or traffic patterns in aggregate form to third parties, but such information will not include personally identifying information. Surefire Profit System may access Customer Data to respond to service or technical problems with the Services. Surefire Profit System reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Data that Customer may store, post or transmit on or through the Services. Customer shall be responsible for maintaining an archive or back-up copy of all Customer Data, and Surefire Profit System shall have no liability for any loss of Customer Data, whether caused by Surefire Profit System or any third party service provider.

5. Customer Obligations.

5.1 Hardware. Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Services, and for paying all
third-party access charges (e.g., ISP, telecommunications) incurred while using the Services.

5.2 Customer Responsibilities. Customer shall be solely responsible for its actions and the actions of its users while using the Services and the contents of its transmissions through the Services. Customer agrees: (1) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding the transmission of technical data exported from the United States through the Services; (2) not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or another's computer; (3) not to use the Services for illegal purposes; (4) not to interfere or disrupt networks connected to the Services; (5) not to post, promote or transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature; (6) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (7) not to interfere with another customer's use and enjoyment of the Services or another entity's use and enjoyment of similar services; (8) not to engage in surveys, contests, or chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email; and (9) to comply with all regulations, policies and procedures of networks connected to the Services. Customer acknowledges and agrees that Surefire Profit System neither endorses the contents of any customer communications nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. Surefire Profit System may remove any violating content posted on the Services or transmitted through the Services, without notice to Customer.

5.3 Third Party Interactions. During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party. Surefire Profit System and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Surefire Profit System does not endorse any sites on the Internet that are linked through the Service. Surefire Profit System provides these links to you only as a matter of convenience, and in no event shall Surefire Profit System or its licensors be responsible for any content, products, or other materials on or available from such sites. Surefire Profit System provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

6. Fees.

6.1 Subscription Fee. Customer shall pay all fees or charges to Customer's account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. Customer is responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. Customer must provide Surefire Profit System with valid credit card or approved purchase order information as a condition to signing up for the Service. Surefire Profit System reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail.

6.2 Adding/Transferring Users. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month.

6.3 Excess Data Storage Fees. The maximum disk storage space provided to Customer at no additional charge is the greater of 50 MB or an aggregate of 10 MB per User license, for Surefire Profit System Standard Edition. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Surefire Profit System will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Surefire Profit System to so notify you shall not affect your responsibility for such additional storage charges. Surefire Profit System reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

7. Billing Terms.

7.1 Invoicing. The applicable subscription fees and extended support fees are invoiced on a pro-rata basis as of the activation date through the end of the quarter in which the activation date falls. "Quarter" shall mean, for purposes of this Agreement, each of the subsequent three-month periods commencing on January 1, April 1, July 1, and October 1 of each calendar year. Thereafter, all fees are billed and invoiced quarterly in advance. If however, Customer elects to pre-pay for a one (1) or (2) year term, pre-paid fees will be billed upon the activation date. All invoices are due net thirty (30) days of date of invoice. Customer agrees to provide Sales Tem Automation with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer had provided is false or fraudulent, Surefire Profit System reserves the right to terminate Customer's access to the Service in addition to any other legal remedies.

7.2 Billing Errors. Customer must contact Surefire Profit System in writing no later than sixty (60) days after the billing date to report a billing error. If an error notice
is not received within sixty (60) days, Customer waives any right to an adjustment or credit and agrees to pay the amount billed.

7.3 Taxes. All fees are stated in US dollars and are exclusive of applicable state, federal, national, and VAT taxes, and applicable customs duties or tariffs. Customer shall be responsible for the payment of any taxes, duties or tariffs applicable to the products and services provided under this Agreement, excluding any taxes based on Surefire Profit System's income.

7.4 Non-Payment and Suspension. In addition to any other rights granted to Surefire Profit System herein, Surefire Profit System reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Surefire Profit System initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the charges and payment of fees section above. You agree that Surefire Profit System may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Surefire Profit System reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledges that Surefire Profit System has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

7.5 Term. For Standard Edition licenses, the Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year). The renewal charge will be equal to the then-current number of total User licenses times the then-current license fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Surefire Profit System will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Surefire Profit System has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

7.6 Termination for Cause. Any breach of your payment obligations or unauthorized use of the Surefire Profit System Technology or Service will be deemed a material breach of this Agreement. Surefire Profit System, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Surefire Profit System may terminate a free account at any time in its sole discretion. You agree and acknowledge that Surefire Profit System has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

7.7 Customer Data. Surefire Profit System shall retain Customer Data for a period of thirty (30) days after expiration or termination of this Agreement. Customer may request that Surefire Profit System conduct a mass export of Customer Data, and Surefire Profit System agrees to provide such services at its then current rates on a time and materials basis. After thirty (30) days, Surefire Profit System may delete and destroy all Customer Data without notice or further liability to Customer.

8. Ownership.

8.1 Intellectual Property Ownership. Surefire Profit System alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Surefire Profit System Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Surefire Profit System Technology or the Intellectual Property Rights owned by Surefire Profit System. The Surefire Profit System name, the Surefire Profit System logo, and the product names associated with the Service are trademarks of Surefire Profit System or third parties, and no right or license is granted to use them. Except as expressly stated herein, this Agreement does not transfer any right, title or interest in the Services or the Content to the Customer.

9. Confidentiality.

9.1 Parties' Obligations. Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement ('Confidential Information'). The parties hereby agree that Confidential Information includes the terms and conditions of this Agreement, and any discussions related thereto. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties' respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party.

9.2 Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto; or (v) legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

9.3 Destruction or Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party's Confidential Information. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving party in any form or for any reason.

10. Disclaimer.

10.1 Warranty Disclaimer. Surefire Profit System AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. Surefire Profit System AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Surefire Profit System AND ITS LICENSORS.
10.2 Internet Delays. Surefire Profit System'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Surefire Profit System IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. Indemnification.

11.1 Mutual Indemnification. Customer shall indemnify and hold Surefire Profit System, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Surefire Profit System (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Surefire Profit System of all liability and such settlement does not affect Surefire Profit System's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. Surefire Profit System shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Surefire Profit System of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Surefire Profit System; provided that you (a) promptly give written notice of the claim to Sales Team Automaton; (b) give Surefire Profit System sole control of the defense and settlement of the claim (provided that Surefire Profit System may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Surefire Profit System all available information and assistance; and (d) have not compromised or settled such claim. Surefire Profit System shall have no indemnification obligation, and you shall indemnify Surefire Profit System pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process.

12. Limitation of Liability.

12.1 Limitation of Liability. IN NO EVENT SHALL Surefire Profit System BE LIABLE FOR DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT (WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE) IN AMOUNTS GREATER THAN THE TOTAL SUBSCRIPTION FEES PAID TO Surefire Profit System BY CUSTOMER FOR THE QUARTER IN WHICH THE CAUSE OF ACTION AROSE OR ONE ($1.00) DOLLAR. IN NO EVENT SHALL Surefire Profit System BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF Surefire Profit System HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS IS A BENEFIT OF THE BARGAIN BETWEEN THE PARTIES AND PART OF THE BASIS FOR THE SUBSCRIPTION FEES OFFERED TO CUSTOMER. SOME JURISDICTIONS DO NOT ALLOW THE ABOVE LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

13. Definitions

13.1 Definitions. As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Surefire Profit System website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Surefire Profit System from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means Surefire Profit System's online application that allows the License Administrator designated by Customer to, among other things, add additional Users to the Service; "Surefire Profit System" means collectively Digital Profits, Inc., an Oregon corporation, having its principal place of business at 403 Patricia Ln, Eagle Point, OR 97524; "Surefire Profit System Technology" means all of Surefire Profit System's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Surefire Profit System in providing the Service; "Service(s)" means the specific edition of Surefire Profit System's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Surefire Profit System, accessible via http://www.surefireprofitsystem.com or another designated web site or IP address, or ancillary services rendered to you by Surefire Profit System, to which you are being granted access under this Agreement, including the Surefire Profit System Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Surefire Profit System at your request).

14. General.

14.1 Publicity. Surefire Profit System may use Customer's name as part of a general list of customers and may refer to Customer as a user of the Services in its general advertising and marketing materials. Each party shall obtain the other party's permission prior to using the other party's name for any other marketing or promotional purposes. The parties agree that any press release or other public comments issued by either party relating to this Agreement, any dispute under this Agreement, or Customer's subscription to or use of the Services, will be prepared jointly between Surefire Profit System and Customer and will be issued upon mutual agreement of the parties.

14.2 Notices. All notices to a party shall be in writing and sent to the addresses specified in this Agreement and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14.3 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all previous agreements with respect to the subject matter hereof, whether orally or in writing. This Agreement supersedes any terms printed on Customer's purchase order or other forms.

14.4 Assignment. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and there respective successors and permitted assigns. Except with respect to wholly owned affiliates, Customer may not assign this Agreement without Surefire Profit System's prior written consent, not to be unreasonably withheld. Surefire Profit System may assign this Agreement to any parent, subsidiary or affiliate or to any successor to its business, and Surefire Profit System may subcontract any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.

14.5 Governing Law/Venue. This Agreement and any disputes hereunder shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Oregon, without regard of its conflict of laws principles. Any dispute under this Agreement shall be brought exclusively in the state and federal courts for the State of Oregon, and Customer hereby submits to the exclusive jurisdiction of such courts. Customer agrees that any cause of action arising out of or related to this Agreement shall be brought within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

14.6 Local Laws and Export Control. This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000</p><p>Surefire Profit System and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

14.7 Counterparts/Facsimile. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which together shall constitute one agreement. This Agreement may be executed via facsimile.

14.8 Headings. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

14.9 English. It is the express will of the parties that this Agreement has been written in English.

4.10 No Waiver. No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise.

14.11 Severability. In the event that any one or more of the provisions of this Agreement are invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.

14.12 Modification to Terms. Surefire Profit System reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

14.13 Assignment. This Agreement may not be assigned by you without the prior written approval of Surefire Profit System but may be assigned without your consent by Surefire Profit System to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

14.14 Force Majeure. Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or "hacker" attacks, acts of terrorism or governmental demands or requirements.<br>

Digital Profits, Inc. TERMS OF USE
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