Domain License

This Domain License is provided by Horizon Interactive, LLC, a Florida Limited Liability Company, 1802 N. University Drive, Suite 102, #342, Plantation, FL 33322 ("LICENSOR") you ("LICENSEE") regarding the custom designed software application ("SOFTWARE") compiled into an web page calculator by LICENSOR and delivered to LICENSEE.  SOFTWARE is provided to LICENSEE by LICENSOR for use only under the terms of this Domain License.

LICENSOR reserves any right not expressly granted to LICENSEE.  LICENSEE owns the disk(s) and other distribution media on which the SOFTWARE may be recorded, but LICENSOR retains ownership of all copies of the SOFTWARE itself.  LICENSEE assumes sole responsibility for the distribution to recipients ("END USERS") and their installation, use and results obtained from use of the SOFTWARE by END USERS.

1.  RELATIONSHIP.

Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose or in any legal or other sense or to have any relationship other than independent contractors.  Except as provided in this Domain License, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

A.  LICENSEE shall not authorize or appoint any dealers, agents, representatives, sub-distributors, original equipment manufacturers, value added Resellers, systems integrators, or other third parties to distribute in exchange for any form of reimbursement or value, re-distribute or sublicense SOFTWARE.

B.  LICENSOR and its suppliers own the SOFTWARE and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology.  The SOFTWARE is protected by United States copyright laws and international treaty provisions.  This Domain License provides LICENSEE only a license to install SOFTWARE on a single domain, and no ownership of copyright or any intellectual property.  All rights except for the license to install SOFTWARE are owned by LICENSOR.

2.  LICENSE.

LICENSEE is granted a limited, non-exclusive license to do only the following:

a)  Distribute SOFTWARE to END USERS in the form of the installation executable (as delivered by LICENSOR by email, on diskette, CD-ROM or as a download to LICENSEE) for promotional purposes.  No fee(s) may be charged of END USERS by LICENSEE for the END USERS' receipt and/or use of SOFTWARE.  (If LICENSEE is a member-based entity, LICENSEE may charge LICENSEE'S members a reasonable media fee established to reimburse the DISTRIBUTOR'S CD-ROM/diskette media expenses.)  DISTRIBUTOR may distribute SOFTWARE in the form of the installation executable using any means, including but not limited to distribution on diskettes, CD-ROMs, as download from internet web and FTP sites, etc.

b)  LICENSEE shall only use and/or install the SOFTWARE in a manner that complies with all applicable laws in the jurisdiction(s) in which LICENSEE uses and/or installs the SOFTWARE, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

c)  Distribute, in DISTRIBUTOR'S sole discretion, such SOFTWARE as a promotional item for DISTRIBUTOR, through methods including but not limited to:  advertising on television, radio, newspaper, internet, marketing, public relations, as a free item provided to END USERS to promote sales of merchandise in wholesale and retail establishments in conjunction with any product(s) sold or services provided by DISTRIBUTOR, or any other methods desired by DISTRIBUTOR, both domestic and foreign.

3.  COPYRIGHT.

This SOFTWARE and documentation is Copyright © 1997-2011 by Horizon Interactive, LLC.  All Rights Reserved Worldwide.  This SOFTWARE is protected under United States copyright laws and international treaty provisions.

4.  OWNERSHIP.

a)  LICENSEE acknowledges that LICENSOR is the sole and exclusive owner of the copyright to SOFTWARE. This SOFTWARE and the related copyrights and intellectual property rights, are the exclusive property of LICENSOR and/or its suppliers.  LICENSEE acquires no title, right or interest in the SOFTWARE other than the license rights granted herein.

b)  LICENSEE confirms the displayed graphics in the SOFTWARE which are provided by LICENSEE are owned by LICENSEE or that LICENSEE has all necessary permission(s) and/or authorization(s) and/or license(s) to use the displayed graphics in connection with LICENSEE's business and to have such graphics displayed in the SOFTWARE.

c)  LICENSEE shall not remove, alter, erase, deface or overprint from the SOFTWARE any trademark, tradename, copyright notice or other notice of LICENSOR, and shall be responsible for their preservation on the copies received hereunder and for their reproduction for distribution and on any backup copy of the SOFTWARE or on any portion of the SOFTWARE merged into or delivered to END USERS in conjunction with other software programs.

5.  RESTRICTIONS.

The SOFTWARE contains trade secrets.  LICENSEE may NOT decompile, reverse engineer, disassemble, or otherwise reduce the SOFTWARE to a human readable form.  LICENSEE MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF without the prior written consent of LICENSOR.

6.  PROTECTION AND SECURITY.

LICENSEE agrees to use LICENSEE'S best efforts and to take all reasonable steps to safeguard the SOFTWARE to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. LICENSEE acknowledges that the SOFTWARE contains valuable confidential information and trade secrets and that unauthorized use and/or distribution are harmful to LICENSOR.

7.  TERMINATION.

a)  This Domain License is effective until terminated.  LICENSOR shall guarantee to LICENSEE the right to continue the effectiveness of this Non-Exclusive Software Distribution License as long as LICENSEE knowingly complies with the provisions of this Domain License.  LICENSOR may revoke and terminate this Domain License if, after thirty (30) days written notice to LICENSEE, LICENSEE fails to cure any default or breach of any provision of this Non-Exclusive Software Distribution License as well as nonpayment of any fees due LICENSOR.

b)  Upon termination of the distribution license granted hereunder, LICENSOR reserves the right to take any legal action necessary to recover any damages incurred.

c)  Upon termination of the license granted hereunder, LICENSEE shall immediately refrain from distributing the SOFTWARE, LICENSEE shall delete the SOFTWARE from the computer(s) upon which it has been installed by LICENSEE and/or LICENSEE's agents, and LICENSEE shall destroy the SOFTWARE and all copies thereof.

8.  LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY WHETHER IN TORT CONTRACT OR OTHERWISE SHALL HORIZON INTERACTIVE, LLC, ITS AGENTS, SUPPLIERS OR RESELLERS BE LIABLE TO DISTRIBUTOR OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES EVEN IF HORIZON INTERACTIVE, LLC SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM BY ANY OTHER PARTY.  FURTHER, IN NO EVENT SHALL HORIZON INTERACTIVE, LLC'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT EXCEED THE LICENSE FEE PAID TO HORIZON INTERACTIVE, LLC FOR THE SOFTWARE AND DOCUMENTATION.

9.  DISCLAIMER OF WARRANTY.

a)  While effort was made to ensure the accuracy of the calculated results generated by the SOFTWARE, there is NO WARRANTY, express or implied, to any person for the accuracy or applicability of the results generated by this SOFTWARE to any particular financial situation.

b)  THIS SOFTWARE IS PROVIDED "AS-IS."  HORIZON INTERACTIVE, LLC MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ITS QUALITY, PERFORMANCE, OR MERCHANTABILITY.  IN PARTICULAR, IT IS NOT GUARANTEED TO PREVENT OR DETECT DAMAGE TO YOUR DATA OR PROGRAMS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH END USER.  SHOULD THE SOFTWARE PROVE DEFECTIVE, END USER (AND NOT HORIZON INTERACTIVE, LLC OR ITS AGENTS, SUPPLIERS, DISTRIBUTORS OR DEALERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTION.

c)  LICENSOR does not warrant that the functions contained in the SOFTWARE will meet END USER'S requirements or that the operation of the SOFTWARE will be uninterrupted or error free.

10.  ENHANCEMENTS.

From time to time LICENSOR may, in their sole discretion, advise LICENSEE of updates, upgrades, enhancements or improvements to the SOFTWARE and/or new releases of the SOFTWARE (collectively, "ENHANCEMENTS"), and may license LICENSEE to use such ENHANCEMENTS upon payment of prices as may be established by LICENSOR from time to time.  All such ENHANCEMENTS to the SOFTWARE provided to LICENSEE shall also be governed by the terms of this Domain License.

11.  GENERAL.

This Domain License will be governed by and construed in accordance with the laws of the State of Florida, USA, and shall inure to the benefit of LICENSOR and LICENSEE and their successors, assigns and legal representatives.  If any provision of this Domain License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Domain License will remain in full force and effect.  Any notices or other communications to be sent to LICENSOR must be mailed first class, postage prepaid, to the following address:  Horizon Interactive, LLC, P. O. Box 7, Ruston, LA 71273.

This Domain License constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly canceled and superseded.

a)  Assignment.  This Agreement is personal to LICENSEE and may not be assigned by LICENSEE or by operation of law to any other person, persons, firms, or corporation without the express written approval of LICENSOR in advance.  Any purported assignment without such approval shall be null and void and shall be cause for termination of the Domain License.

b)  Force Majeure.  Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party.  Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war and/or terrorism, epidemics, failure of suppliers to perform, death, governmental regulations, power failure(s), earthquakes, or other disasters.

c)  Survival of Certain Provisions.  The restrictions, confidential information, intellectual property rights, protection and security, licensor warranty and limitation of liability obligations set forth in the Domain License shall survive the termination of this Domain License by either party for any reason.  If any provision of this Domain License is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

d)  Headings.  The titles and headings of the various sections and paragraphs in this Domain License are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Domain License.

e)  All Amendments in Writing.  This Domain License may not be changed or amended except by a written instrument executed by a duly authorized officer of LICENSOR.  No provisions in either party's purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Domain License, and no supplement, modification, or amendment of this Domain License shall be binding, unless executed by a written instrument executed by a duly authorized officer of Licensor.

g)  Entire Agreement.  The parties have read this Domain License and agree to be bound by its terms, and further agree that it constitutes the complete and entire Agreement of the parties and supersedes all previous communications, oral, implied or written, and all other communications between them relating to the license and to the subject matter hereof.  No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly canceled and superseded.

12.  ACKNOWLEDGMENT.

BY INSTALLING THIS SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.  Should LICENSEE have any questions concerning this License, contact LICENSOR at the address set forth above.

13.  AGREEMENT.

The individuals executing Domain License on behalf of LICENSEE and LICENSOR do each hereby represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of their respective principals.