ZNODE STOREFRONT

SOFTWARE LICENSE AGREEMENT

READ CAREFULLY:  SWIFTJOBS CORPORATION (“ZNODE”) LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”).

BY SELECTING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT OR BY COPYING, INSTALLING, UPLOADING, ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU AGREE TO ENTER INTO THIS AGREEMENT.  A CONTRACT IS THEN FORMED BETWEEN ZNODE AND EITHER YOU PERSONALLY, OR THE COMPANY OR OTHER LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING THE SOFTWARE.

IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT TO THE TERMS OF THIS LICENSE AGREEMENT: (A) DO NOT COPY, INSTALL, UPLOAD, ACCESS OR USE THE SOFTWARE; AND (B) SELECT “I REJECT” AT THE END OF THIS AGREEMENT (WHICH WILL CANCEL THE LOADING OF THE SOFTWARE).

COPYING OR USE OF THIS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION EXCEPT AS PERMITTD BY THIS AGREEMENT IS UNAUTHORIZED AND CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND AN INFRINGEMENT OF THE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS IN SUCH SOFTWARE AND DOCUMENTATION.  IF YOU COPY OR USE ALL OR ANY PORTION OF THIS SOFTWARE OR ITS USER DOCUMENTATION WITHOUT ENTERING INTO THIS AGREEMENT OR OTHERWISE OBTAINING WRITTEN PERMISSION OF ZNODE, YOU ARE VIOLATING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAW.  IN SUCH CASE, YOU MAY BE LIABLE TO ZNODE FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

1.                    DEFINITIONS.

1.1                 “Access” means to use or benefit from using the functionality of the Software.

1.2                 “Computer” means a single electronic device with one or more central processing units (CPUs) that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions.

1.3                  “Install” means to place a copy of Software onto a hard disk or other storage medium through any means (including without limitation use of an installation utility application accompanying the Software).

1.4                 “Software” means the computer program in which this Agreement is embedded or that is delivered with this Agreement.  If programs are delivered to You as part of a software package that includes the series, the term Software shall include all programs delivered to You as part of that series.

1.5                 “User Documentation” means the explanatory printed or electronic materials that ZNODE makes available together with the Software, or after You acquire or Install the Software, including without limitation, license specifications, activation code, license files, instructions on how to use the Software, and technical specifications.

1.6                 “You” means: (a) you personally (i.e., the individual who reads and is prompted to accept this Agreement) if you acquire the Software for yourself; or (b) the company or other legal entity for whom you acquire the Software, if you acquire the Software for a company or other legal entity.

2.                    SOFtware License.

2.1                 Grant of License.  ZNODE grants You a non-sublicensable, non-exclusive, non-transferable, limited license to use copies of the Software in the jurisdiction in which you acquire the Software, in accordance with the applicable User Documentation, within the following license parameters: You may Install, Access and use one (1) copy of the Software on Your Computer Internet server, for use with one (1) second-level Internet domain (“SDL”), for processing of electronic commerce transactions on or in sub-levels stored or organized under such SDL, in third or higher Internet domain levels identified by such SDL.  ZNODE’s license grant is conditioned on Your continuous compliance with all license limitations and restrictions described in this Agreement. If you violate any such limitations or restrictions, the license grant will automatically and immediately expire.  The license descriptions in this Section 2 define the scope of rights that ZNODE grants to You.  Any usage of the Software outside the scope of the applicable license grant constitutes an infringement of ZNODE’s intellectual property rights as well as a material breach of this Agreement.

2.2                 License Term.  Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual.

2.3                 Upgrades.  ZNODE may make available additional software that supplements or upgrades the Software.  Such supplemental software shall be subject to the terms and conditions of this Agreement.

2.4                 Software Components.  The Software is licensed to You as a single product, and its components may not be separated for distribution or use on more than one (1) Computer or file server unless expressly permitted by ZNODE in the applicable User Documentation.

3.                     PERMITTED AND PROHIBITED ACTIONS.

3.1                 Backup Copy.  Regardless of which version of the Software You have acquired, You may install one (1) archival (backup) copy of the Software.  Such archival copy may not be utilized with any SDL other than the SDL which is the subject of this license.  The User Documentation may not be duplicated electronically or copied in any manner.

3.2                 Prohibited Actions.  ZNODE does not permit any of the following actions, and You acknowledge that such actions shall be prohibited:

3.2.1            Use.  You may not Install, Access or otherwise copy or use the Software or User Documentation except as expressly authorized by this Agreement.

3.2.2            Reverse Engineering.  You may not reverse engineer, decompile, or disassemble the Software.

3.2.3            Transfers.  You may not distribute, rent, loan, lease, sell, sublicense, or otherwise transfer all or any portion of the Software or User Documentation, or any rights granted under this Agreement, to any other person without the written consent of ZNODE.

3.2.4            Hosting or Third Party Use.  Except as expressly permitted by Section 2.1, You may not Install or Access, or allow the Installation or Access of, the Software over the Internet, including without limitation, use in connection with a Web hosting or similar service, or make the Software available to third parties via the Internet on Your computer system or otherwise. 

3.2.5            Notices.  You may not remove, alter, or obscure any proprietary notices, labels, or marks from the Software or User Documentation.

3.2.6            Modifications.  You may not modify, translate, adapt, arrange or create derivative works based on the Software or User Documentation for any purpose.

3.2.7            Circumvention.  You may not utilize any equipment, device, software or other means designed to circumvent or remove any form of copy protection used by ZNODE in connection with the Software, or use the Software together with any, authorized code, serial number, or other copy protection device not supplied by ZNODE.

4.                    ALL RIGHTS RESERVED.

Except as expressly provided in this Agreement, all rights, title ownership and interest, including without limitation copyrights, in and to the Software and User Documentation and any authorized copies made by You remain with ZNODE.  The structure, organization and code of the Software are valuable trade secrets of ZNODE and You shall keep such trade secrets confidential.  The Software and User Documentation are licensed, not sold.

5.                    LIMITED WARRANTY AND DISCLAIMERS.

5.1                 Limited Warranty.  ZNODE warrants that, as of the date on which the software is delivered by ZNODE and for ninety (90) days thereafter, the Software will provide the features and functions generally described in the User Documentation and that the media on which the Software is furnished, if any, will be free from defects in materials and workmanship.  ZNODE’s entire liability and Your exclusive remedy under the limited warranty provided in this Section 5.1 will be, at ZNODE’s option, to attempt to correct or work around errors (through issuance of upgrades as set forth in Section 2.3 or otherwise), to replace the defective media on which the Software is furnished, if any, or to refund the license fees paid by you and terminate this Agreement.  Such refund is subject to the return of defective media, if any, and User Documentation to ZNODE and confirmation by ZNODE of your compliance with the terms and conditions of this Agreement and your payment of such license fees, all of which must occur within ninety (90) days from the date of Your receipt of the Software.

5.2                 Disclaimer.  except for the express limited warranties provided in section 5.1 hereof, znode makes and you receive no express warranties.  any statements or representations about the software or its functionality in the user documentation or any communication with you constitute technical information and not an express warranty or guarantee.  in addition, znode specifically disclaims any other warranty, including without limitation the implied warranties of mechantibility, fitness for a particular purpose and non-infringement.  without limiting the foregoing, znode does not warrant that the operation of the software will be uninterrupted or error free or that the software has any security features.

6.                    limitation of liability.

in no event shall znode have any liability for any incidental, special, indirect or consequential damages, loss of profits, revenue, data or cost of cover.  in addition, in no event shall the liability of znode for any damages arising out of or in connection with the software or this agreement exceed the amount paid or payable by you for the software principally responsible for such damages.  the limitations of liabilty in this Section 6 shall apply to any damages, however caused and regardless of theory of liability, whether derived from contract, tort (including without limitation negligence), or otherwise, even if znode has been advised of the possibility of such damages and regardless of whether the limited remedies available hereunder fail of their essential purpose.

7.                   Indmnification.

You agree to indemnify and hold harmless ZNODE, its officers, directors, employees, agents, successors and assigns, from and against any costs, expenses or claims (whether from you or third parties) of any kind or nature arising from or relating to Your use of the Software, excepting therefrom claims asserted by You under the limited warranty in Section 5.1.

8.                    GENERAL.

8.1                 No Assignment; Insolvency.  This Agreement and any rights hereunder are non-assignable and any purported assignment shall be void.  This Agreement and the licenses grated hereunder shall terminate without further notice or action by ZNODE if You become bankrupt or insolvent or make an arrangement with Your creditors to go into liquidation.

8.2                 Choice of Law.  This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by Ohio law without reference to conflict of laws principles.

8.3                 Entire Agreement.  This Agreement and the applicable User Documentation constitute the enter agreement between us and supersede any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and the User Documentation.  Any modifications to this Agreement shall be invalid unless made in a duly-executed writing.

8.4                 Severability.  If and to the extent that any provision of this Agreement is held illegal, invalid, or unenforceable, in whole or in part, under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid or unenforceable to the extent of its illegality, invalidity or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.  The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way effect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction.

8.5                 Audits.  To insure compliance with this Agreement, You agree that upon reasonable notice, ZNODE or its authorized representative shall have the right to inspect and audit Your Installation, Access and use of the Software. If such inspections or audits disclose that You have Installed, Accessed or permitted Access to the Software in a manner that is not permitted under this Agreement, then ZNODE may terminate this Agreement immediately, and You are liable to pay for any unpaid license fees as well as reasonable costs for audit.  Nothing in this section shall be deemed to limit any legal or equitable remedies available to ZNODE for violation of this Agreement.