Affiliate Reporting Call 877-454-REPORT
Or click here to email us.
Move Software, LLC.

AffiliateReporting.com Program Terms

These Move Software, LLC AffiliateReporting.com Program Terms ("Terms") are entered into by and between the customer signing or electronically accepting these Terms, or any document that references these Terms ("Customer" or “Licensee”) and Move Software, LLC ("Move Software" or “Licensor”). These Terms govern Customer's participation in Move Software's AffiliateReporting.com Program(s) ("Program").  These Program Terms and the Master Software License Agreement are collectively referred to as the "Agreement." Move Software and Customer hereby agree and acknowledge:

1.            Policies. Program use is subject to Move Software’s Master Software License Agreement, all applicable Move Software and Partner policies, including without limitation Search Engine Editorial and Trademark Guidelines, Affiliate Network Usage Guidelines, Move Software Privacy Policy (http://www.movesoftware.net/privacy.aspx) and Move Software and Partner ad specification requirements (collectively, "Policies"). Move Software (and its Partners) may amend their respective Policies at any time.   Customer's use of the Program after notice constitutes acceptance of all such Policies, as they may be amended from time to time.  

2.            Pricing. For each 30 day period of the term of Customer’s license of the Software, Customer shall pay to Move Software a licensing fee at the beginning of each licensing period and in any event shall be paid by the 10th day following the beginning of such period. Said minimum will not be prorated or refundable for any partial month immediately preceding the effective date of cancellation.  Amount of licensing fee shall be determined by the level of service selected by Customer and equal to following for each level of service:

3.1. for Pro(fessional), a 30 day license fee of $95.00.

3.2. Or, for Premier, a 30 day license fee of $245.00.

3.3. Or, for Performer, a 30 day license fee $495.00.

3.4. Or, for Enterprise, a 30 day license fee of $500 with additional amounts to be defined in an Enterprise Fee and Term Schedule to be added to this Agreement.

3.            Billing and Payment Method. Unless otherwise provided under this Agreement, Customer is required to supply a credit card or charge card authorization in order to apply all charges on the date due.  When you supply us with a method of payment such as a credit card, charge card, or other agreed means of payment (“Payment Method”) in connection with a Program, you participate in the “Payment Method Program” and you authorize us to bill your Payment Method pursuant to these Payment Method Program Terms for any and all charges and fees you incur in connection with that Program, including recurring payments. The types of Payment Methods that we accept and the timing of the billing of the charges and fees may vary according to the Program and country; however, we do not knowingly accept debit cards and you should not provide a debit card as a form of payment. The terms of your Payment Method are determined by an agreement(s) between you and your financial institution.

4.            Payment Authorization. You agree to keep your Payment Method information on file with us current (such as your address, card or account number, and expiration date, if any), and you also authorize us to update your Payment Method information with data we obtain from your financial institution, the issuer of your credit card or charge card, or from MasterCard or Visa. You authorize us to retain your Payment Method information until such time as you revoke this authorization in accordance with procedures prescribed by us. Any revocation by you of this authorization will become effective: (a) if your Payment Method is a credit or charge card, when all charges and fees associated with your use of the Programs have been fully satisfied, as determined by us; or (b) if your Payment Method is a bank account, after three (3) business days. Your revocation of this authorization will have no effect on your liability for charges and fees that you have incurred in connection with your use of a Program prior to such revocation.

5.            Premium Support. A limited amount of support is included with each service level, as defined in 5.1, 5.2, 5.3, and 5.4 below. Any amount of included support not used during the first 30 day license period expires at the end of that period and is forfeited. Additional support is available from Licensor the rate of $37.50 per quarter hour.

5.1 For Pro(fessional), includes up to 1 hour of support.

5.2. Or, for Premier, includes up to 2.5 hours of support.

5.3. Or, for Performer, includes up to 5 hours of support.

5.4. Or, for Enterprise, includes a minimum of 5 hours of support, with additional support defined in an Enterprise Fee and Term Schedule to be added to this Agreement.

6.            Browser.  The software is supported on Internet Explorer, versions 7.0 and higher.

7.            Data Storage. A limited amount of data storage is included with each level of service, as defined in 7.1, 7.2, 7.3, and 7.4 below. When Customer reaches the provided data limit, they will be prompted by the System or by Move Software to increase their storage by upgrading to a higher level of service. If Customer declines to upgrade, then the System or Move Software will delete Customers oldest stored data to make room for new data.

7.1. For Pro(fessional), includes approximately 20MB of storage.

7.2. Or, for Premier, includes approximately 50MB of storage.

7.3. Or, for Performer, includes approximately 100MB of storage.

7.4. Or, for Enterprise, includes at least 100MB of storage, with additional storage limits defined in an Enterprise Fee and Term Schedule to be added to this Agreement.

8.            API Charges. AffiliateReporting.com relies on the use of multiple application programming interfaces, or APIs. Google charges for each call made to their AdWords API and a limited amount of Google AdWords API calls are included with each level of service as defined in 8.1, 8.2, 8.3, and 8.4 below. There are no charges for API usage from other third parties such as search engines like Yahoo!, or MSN; affiliate networks such as Commission Junction, Linkshare, or Google Affiliate Network/ Performics. If Customer reaches or exceeds the included Google AdWords API calls, Move Software or System will require Customer to purchase additional API credits at a the cost charged by Google to Move Software of $0.25 per 1000 calls. Any amount of included Google AdWords API calls not used during the 30 day license period expire at the end of that period and are forfeited.

8.1. For Pro(fessional), includes up to 20,000 Google AdWords API calls per period.

8.2. For Premier, includes up to 50,000 Google AdWords API calls per period.

8.1. For Performer, includes up to 1000,000 Google AdWords API calls per period.

8.1. For Enterprise, includes a minimum of 1000,000 Google AdWords API calls per period, with additional API calls defined in an Enterprise Fee and Term Schedule to be added to this Agreement.

9.            Access to Client Data.  Customer grants Move Software permission to utilize an automated software program to retrieve and analyze websites associated with the Services for ad quality and serving purposes, unless Customer specifically opts out of the evaluation in a manner specified by Move Software.

10.          Cancellation.  Customer may cancel online through Customer's account if online cancellation functionality is available, or, if not available, with prior written notice to Move Software, including without limitation electronic mail.  AffiliateReporting.com online access cancelled online will cease on the effective date of the cancellation. In any event, cancellation shall be effective no later than 30 days from the effective date of Licensee’s cancellation notice.  Either party may cancel the account, effective at the end of any month of this licensing period, but such cancellation must be made at least seven (7) days prior to the inception of the next month of the agreement; otherwise, cancellation is effective at the end of the following month.

11.          Disclaimer and Limitation of Liability. Except as may be expressly provided by Licensor, MOVE SOFTWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, Move Software disclaims all guarantees regarding ‘data quality’ and ‘data accuracy’ related to retrieving advertising expense data and commission revenue data from third parties and correlating related information.  Errors or inaccuracies in data delivered by third parties may be reflected in the data assembled by the AffiliatedReporting.com software. Customer understands that third parties may generate impressions or clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks. Similarly, customer’s actions or inactions in third party systems or move software systems can skew data.  Any refunds are within Move Software's sole discretion.

12.          Agency. Customer represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises (a "Principal"), (b) as between Principal and Customer, the Principal owns any rights to Program information in connection with those ads, and (c) Customer shall not disclose Principal's Program information to any other party without Principal's consent.

13.          Payment. Customer shall be responsible for all charges incurred on third party partner sites including Search Engines, Affiliate Networks, or others, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties.  Unless agreed to by the parties in writing, Customer shall pay all charges in accordance with the payment terms in the applicable Program FAQ.  Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer is responsible for paying (y) all taxes, government charges, and (z) reasonable expenses and attorneys fees Move Software incurs collecting late amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (this does not affect Customer's credit card issuer rights). Charges are solely based on Move Software's measurements for the applicable Program, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Move Software and only in the form of advertising credit for only Move Software Properties.

14.          Credit Issues.  Nothing in these Terms may obligate Move Software to extend credit to any party.  Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Move Software may be shared by Move Software with companies who work on Move Software's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Move Software and servicing Customer's account. Move Software may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Move Software shall not be liable for any use or disclosure of such information by such third parties.

15.          Beta Software.  Some Program features are identified as "Beta," "Ad Experiment," or otherwise unsupported ("Beta Features"). To the fullest extent permitted by law, Beta Features are provided "as is" and at Customer's option and risk. Customer shall not disclose to any third party any information from Beta Features, existence of non-public Beta Features or access to Beta Features.

16.          User Limit.  A limited number of licensed users are allowed with each service level, as defined in 16.1, 16.2, 16.3, and 16.4 below. User licenses may not be sold, leased, or licensed by Licensee.

16.1 For Pro(fessional), includes 1 user license.

16.2. Or, for Premier, includes up to 2 user licenses.

16.3. Or, for Performer, includes up to 3 user licenses.

16.4. Or, for Enterprise, includes a minimum of 3 user licenses, with additional user licenses defined in an Enterprise Fee and Term Schedule to be added to this Agreement.

17.          Trial Period.  Notwithstanding the foregoing, if licensee is a new customer of licensor, a trial period of fourteen (14) days shall be applicable.  While credit card or other payment information will be required before trial use of the software is authorized, no licensing charges will apply during such trial period. API Charges from third parties will still apply and will be billed directly to Licensee.  If billed to Licensor, Licensor may re-bill to Licensee at cost with an administrative fee. In its sole discretion, Move Software may include a limited amount of API queries to third parties at no cost to licensee during the trial period, without waiving any of its rights to reimbursement for other charges.  Absent timely cancellation, the licensing period and all ordinary charges under these Program Terms shall be effective for each month following the trial period.

18.          If the Agreement is an electronic contract, then this Section applies in order to set out the legally binding terms of your use of our Programs.  LICENSEE accepts the Agreement and the terms, conditions, and notices contained or referenced herein by clicking on the “I Accept” button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you click on the “I Accept” button during enrollment, you also consent to having the Agreement provided to you in electronic form.

19.          ____________________________________

20.         

MASTER SOFTWARE LICENSE AGREEMENT

         Use of the AffiliateReporting.com software constitutes acceptance of the terms of this Master Software License Agreement ("Agreement") by the User/Licensee, in consideration of the covenants, representations, and warranties set forth herein and other good and valuable consideration, made between Move Software, LLC., 4430 North 22nd Street - Suite 8, Phoenix, AZ 85016, and said Licensee.  

ARTICLE 1.  CREATION OF LICENSE RELATIONSHIP

         101.  BACKGROUND

         LICENSOR owns the collection of computer programs known as AffiliateReporting.com ("Licensed Programs") and the User Documentation for the Licensed Programs.  LICENSEE desires to acquire a license to use certain as set forth below.

         102.  LICENSE GRANT

                        102.1  "Licensed Programs," as used in this Agreement, means the collection of computer programs known as AffiliateReporting.com.

                        102.2  License Rights Granted.  Subject to the terms and conditions of this Agreement, LICENSOR hereby grants to LICENSEE and LICENSEE hereby accepts a license under any and all Intellectual Property Rights owned or otherwise assertable by LICENSOR to engage in the following Licensable Activities (the "License"): access via secured user login for use of the Executable Code and Licensed Documentation contained on AffiliateReporting.com.

                        102.3  Scope of License Grant.  The License is nonexclusive and extends to the United States and its territories only.

                        102.4  No Other Rights Granted.  Apart from the License Rights enumerated in this Agreement, the License does not include a grant to LICENSEE of any right to engage in any Licensable Activity, nor any ownership right, title, or interest, nor any security interest or other interest, in any Intellectual Property Rights relating to the Licensed Software nor in any Copy of any part of the Licensed Software.

                        102.5  Prohibited Practices.  Customer shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Move Software related information from any Program website or property except as expressly permitted by Move Software; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice.  Customer represents and warrants that it holds and hereby grants Move Software and Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Creative, Services and Targets needed for Move Software and Partner to operate Programs  (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative or Targets) in connection with this Agreement ("Use").  Customer represents and warrants that (y) all Customer information is complete, correct and current; and (z) any Use hereunder and Customer's Creative, Targets, and Customer's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights).  Violation of the foregoing may result in immediate termination of this Agreement or customer's account without in addition to all other remedies available to Licensor.

                              

         103.  TERM OF LICENSE

                        Unless sooner terminated in accordance with Section 902, the License will be in effect for a "License Term" period from the Effective Date (also the "License Commencement Date") and continuing on a month-to-month basis.   The Effective Date shall be the earlier of (a) the first date on which the Licensee uses the Licensed Programs, (b) the date upon which Licensee indicates approval of the Agreement terms by electronic assent, or (c) the date upon which Licensee indicates approval of Licensor's Program Terms.

         104.  EXTENSIONS OF LICENSE TERM

                        104.1  The License Term will be automatically extended (absent notice of non-extension as provided below) for unlimited one-month intervals, each interval sometimes referred to herein as a "License Term Extension."

                        104.2  Either Party may decline to extend the License Term for any reason or no reason by providing the other Party with no less than seven (7)  days prior written notice of non-extension.    

         105.  LICENSE FEE

                        105.1  LICENSEE will pay LICENSOR all "License Fees" required under the AffiliateReporting.com Program Terms then in effect.  LICENSOR reserves the right to change all such Program Terms without prior notice, which may take effect immediately and may be posted in AffiliateReporting.com interface.  LICENSEE will also reimburse LICENSOR for all API charges billed to LICENSOR which arise from or are in any way incidental to LICENSEE'S use of the Licensed Software and LICENSOR'S provision of software or services to LICENSEE.  For example, LICENSOR has no obligation to incur or pay API charges from third parties such as search engines (google, yahoo, or MSN); affiliate networks (such as Commission Junction, Linkshare, or Google Affiliate Network/ Performics); or tools (such as WordTracker).  Should LICENSOR voluntarily request billing of such charges on behalf of LICENSEE, LICENSOR may charge a collection fee for obtaining payment from LICENSEE to offset the administrative costs of facilitating such payments.

ARTICLE 2.   NATURE OF LICENSE

Licensor does not provide or install software or hardware on licensee equipment.  Executable code is retained on move software servers: copying of such code is strictly prohibited.

ARTICLE 3.   OPERATING PROVISIONS FOR LICENSED ACTIVITIES

         301.  INTERNAL USE

                        301.1  Use by Authorized Users Only.  All Use of any Licensed Program will be solely by LICENSEE Personnel (sometimes referred to as "Authorized Users").

                        301.2  Simultaneous User Limit.  No more than ten (10) Authorized Users may use any Licensed Copy at any given time.

                        301.3  Cessation of Use Upon Termination or Expiration.  Upon termination or expiration for any reason of any Use Right, all such Use by LICENSEE shall cease immediately upon the effective date of such termination or expiration.

ARTICLE 4.   ADDITIONAL LICENSOR SUPPORT

                       Licensor offers premium support services according to rates published in its program terms.  No support is provided beyond that explicitly required under the terms of this Agreement.

ARTICLE 5.   ERROR CORRECTION PROCEDURES

                        At any time during the License Period, LICENSEE may provide LICENSOR with a report ("Bug Report") of any actual or potential defect ("Bug") in the Licensed Software, by notice or by other reasonable means.  Each Bug Report will include and LICENSEE will continue to provide all information reasonably requested by LICENSOR from time to time to assist LICENSOR in identifying and correcting the Bug.

ARTICLE 6.   PERFORMANCE WARRANTIES AND REMEDIES

         601.  WARRANTY PERIOD. The "Warranty Period" is co-extensive with the term of this License Agreement.  

         602.  AS-DOCUMENTED WARRANTY

                        602.1  Definition of As-Documented Warranty.  LICENSOR warrants to LICENSEE, SUBJECT TO THE REMEDY LIMITATIONS SET FORTH BELOW IN THIS SECTION 602 AND THE WARRANTY EXCLUSIONS SET FORTH IN SECTION 605, that during the Warranty Period the Licensed Program(s) will operate in all Material respects in accordance with the Licensed.  Such warranty is referred to herein as the "As-Documented Warranty."

                        602.2  Deadline for Reports of Breaches of As-Documented Warranty.  No instance of noncompliance with the performance standards referred to in the definition of the As-Documented Warranty, whether or not regarded as Material by LICENSEE, will be deemed to be a Breach of that warranty unless reported to LICENSOR by LICENSEE in accordance with Article 5, relating to Bug Reports, prior to the expiration of the Warranty Period.

                        602.3  Attempts to Correct Alleged Breach.  Upon receipt of notice of such alleged Breach of the As-Documented Warranty, LICENSOR will attempt to correct the Breach, and LICENSEE may attempt to correct the Breach itself.

                        602.4  Exclusive Remedies for Breach of As-Documented Warranty.  LICENSEE'S SOLE REMEDIES for any Breach of the As-Documented Warranty, TO THE EXCLUSION OF ALL OTHER REMEDIES THEREFOR, IN CONTRACT, TORT, OR OTHERWISE, will be the procedures set out in this Section 602.

         603.  WARRANTY LIMITATIONS-LICENSOR's WARRANTIES ARE LIMITED, AND APPLY ONLY, AS FOLLOWS:

         603.1  LICENSOR's warranties do not extend to operation of the Licensed Program(s) on any hardware configuration, nor in any operating environment (e.g., operating system), other than as defined by the As-Documented Warranty.

         603.2  LICENSOR's warranties do not extend to operation of the Licensed Software in conjunction with any computer program other than as defined by the As-Documented Warranty.

         603.3  Except as may be expressly agreed in writing by LICENSOR, LICENSOR's warranties do not apply to:

         (a)  any copy of the Licensed Software that is modified by any Person other than

LICENSOR; nor

         (b)  Use of the Licensed Software other than in accordance with the most current operating instructions Provided by LICENSOR; nor

         (c)  Bugs caused by defects, problems, or failures of hardware or software not Provided by LICENSOR; nor

         (d)  Bugs caused by negligence of LICENSEE or any other Person except LICENSOR.

         603.4  Without limiting the generality of the exclusions set forth in this Section 603, LICENSOR's Warranties do not include any warranty:

         (a)  that the functions performed by the Licensed Program(s) will meet LICENSEE's requirements or will operate in the combinations that may be selected for use by LICENSEE, nor

         (b)  that the operation of the Licensed Program(s) will be error free in all circumstances, nor

         (c)  that all defects in the Licensed Program(s) that are not Material with respect to the functionality thereof as set forth in the Licensed Documentation will be corrected, nor

         (d)  that the operation of the Licensed Program(s) will not be interrupted for short periods of time by reason of defect therein or by reason of fault on the part of LICENSOR.

         603.5  Without limiting the generality of the exclusions set forth in this Section 603, and except as otherwise provided in this Agreement, LICENSEE will be exclusively responsible as between the Parties for, AND LICENSOR MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO:

         (a)  determining whether the Licensed Software will achieve the results desired by LICENSEE;

         (b)  selecting, procuring, installing, operating, and maintaining computer hardware to run the Licensed Software;

         (c)  training LICENSEE's Personnel in computer operations, other than such LICENSOR provided training as is expressly set forth in this Agreement;

         (d)  ensuring the accuracy of any input data used with the Licensed Software;

         (e)  establishing adequate data backup provisions for backing up LICENSEE's data; and

         (f)  establishing adequate operational backup provisions (e.g., alternate manual operation plans) in the event of a defect or malfunction that impedes the anticipated operation of the Licensed Software.

         604.  DISCLAIMER OF ALL OTHER WARRANTIES AND REPRESENTATIONS

         The express warranties and express representations set forth in this Agreement are in lieu of, and LICENSOR DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE LICENSED SOFTWARE OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT LICENSOR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING.  IN ADDITION, LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE WITH RESPECT TO THE LICENSED SOFTWARE OF ANY PART THEREOF. To the fullest extent permitted by law, Move Software disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions, Creative, or Targets on any Partner Property; (iv) clicks; (v) conversions or other results for any ads or Targets; (vi) the accuracy of Partner data (e.g. costs data or commission revenue data); and (vii) the adjacency or placement of ads within a Program. Customer understands that third parties may generate impressions or clicks on Customer's ads for prohibited or improper purposes, and Customer accepts the risk of any such impressions and clicks. 

ARTICLE 7.   INTELLECTUAL PROPERTY MATTERS

         701.  NONINFRINGEMENT KNOWLEDGE REPRESENTATION

         701.1  Knowledge Representation re Non-infringement.  LICENSOR makes a Knowledge Representation to LICENSEE, BUT DOES NOT WARRANT, that the Exercise of License Rights pursuant to this Agreement will not infringe any valid and subsisting Intellectual Property Right owned by Persons other than the LICENSEE or an Affiliate of LICENSEE.

         701.2  No Representation re Combination Use.  LICENSOR makes no representation concerning any knowledge or lack thereof which it has or may have with respect to the possibility of such infringement by Combination Use of the Licensed Software. The Parties agree that LICENSOR has no duty to investigate nor to warn LICENSEE of any such possibility of infringement by Combination Use. As used in this Agreement, "Combination Use" of software means Use of the software in combination or conjunction with any of the following, unless such Use is shown to be infringing when not in combination or conjunction with any of the following, or unless such use is expressly described in the user documentation or expressly identified as non-infringing in this Agreement:

         (a)  any software other than the software in question; any apparatus; and/or

         (b)  any non-Use activities by any Person.

         701.3  Exclusive Remedy re Infringement.  LICENSEE's SOLE REMEDY with respect to allegations or proof of infringement of third-party Intellectual Property Rights by the Licensed Software and/or its use by LICENSEE, regardless of any alleged negligent misrepresentation by LICENSOR in making the Noninfringement Knowledge Representation, TO THE EXCLUSION OF ALL OTHER REMEDIES THEREFOR, will be for LICENSEE to invoke the infringement defense provisions of Section 702.

         702.  CONFIDENTIAL/PROPRIETARY INFORMATION

         This Section sets out procedures by which information regarded as proprietary by a Party (referred to in this Section as "Proprietor") may be disclosed to another Party (referred to in this Section as "Receiving Party").

                        702.1  Licensed Software as Confidential/Proprietary Information.  The Parties acknowledge that the Licensed Program(s) and Licensed Documentation will be deemed Confidential/Proprietary Information (as defined below) whose use and disclosure is restricted by this Section 703. As used herein, the term "Confidential/Proprietary Information" means information that:

         (a)  is disclosed in writing or other tangible form to the Receiving Party by the Proprietor or a Person having an obligation of confidence to the Proprietor (or, if disclosure is made orally, is reduced to or summarized in such a writing or other tangible form within thirty days after such oral disclosure) and is designated in such writing or tangible form as proprietary in a writing by or on behalf a Proprietor,

         (b)  is not generally known in the relevant industry or industry segment, and

         (c)  affords possessors of the information a commercial or business advantage over others who do not have the information.

ARTICLE 8.   RISK ALLOCATION - EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES

         Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this Agreement, OTHER THAN FOR INFRINGEMENT OF ONE PARTY'S INTELLECTUAL PROPERTY RIGHTS BY ANOTHER PARTY (INCLUDING ANY ENGAGEMENT IN LICENSABLE ACTIVITIES BY LICENSEE BEYOND THE SCOPE OF THE LICENSE RIGHTS) OR FOR BREACH OF A NONCOMPETITION COVENANT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND  including lost profits, loss of business, or other economic damage, and further including injury to property.  AS A RESULT OF BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

ARTICLE 9.   BREACH; TERMINATION

         901.  NOTICE OF BREACH; CURE PERIOD

         In the event of a Breach of any warranty, covenant, or other provision of this Agreement, the Party not in breach ("Nonbreaching Party") shall give the Party in breach (the "Breaching Party") notice describing the Breach and stating the time, as provided below, within which the Breach must be cured, but only if any cure period is desired.  However, no cure period is required unless otherwise provided in this Agreement.

         902.  TERMINATION OF LICENSE RIGHTS

                        902.1  Termination by Mutual Consent.  The Parties may terminate the License or any License Right by mutual consent upon such terms as they may agree in writing.

                        902.2  Unilateral Termination.  Either party may unilaterally terminate the License at any time, but only by providing written notice of such termination at least one calendar month prior to termination.

         903.  POST-TERMINATION PROCEDURES

         Upon termination or expiration for any reason of the License or of a License Right:

         903.1  The Parties shall comply with their respective post-termination obligations, if any, as set forth herein.

         903.2 Except as may be expressly provided otherwise herein, within ten business days after the effective date of termination or expiration of the License, each Party shall pay the other Party any amounts that as of that effective date were due and owed thereto pursuant to this Agreement.

ARTICLE 10.   GENERAL ADMINISTRATIVE PROVISIONS

         1001.  ASSIGNMENT

                        1001.1  Licensee shall not assign any right under this Agreement, and any purported assignment will be null and void and a breach of this Agreement.  However, Licensor may assign the Licensed Programs and its benefits under this Agreement.

         1002.  ENTIRE AGREEMENT

                        1002.1  Except as may be expressly provided otherwise herein, this Agreement constitutes the entire agreement between the Parties concerning the subject matter thereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the Parties with reference thereto will be of any force or effect. Notwithstanding the foregoing, LICENSOR'S Program Terms, as they may be changed from time to time by LICENSOR, are incorporated herein.

                        1002.2  Each Party represents and warrants that, in entering into and performing its obligations under this Agreement, it does not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of the other Party with respect to the subject matter hereof, nor on any course of dealings or custom and usage in the trade, except as such promise, inducement, or representation may be expressly set forth herein.

                        1002.3  No modification or amendment to this Agreement will be valid or binding unless reduced to writing and duly executed by the Party or Parties to be bound thereby.

         1003.  OTHER GENERAL PROVISIONS

                        1003.1  No Unauthorized Use of Trademarks.  In order to preserve the value of each Party's name and/or any trademarks, service marks, trade names, or trade dress adopted and/or used by that Party from time to time, the other Party shall not make any use of any of the same for any reason (e.g., in advertising, press releases, or other publicity) except solely as may be expressly authorized by this Agreement or otherwise authorized in writing by that Party.

                        1003.2  Authority and Other General Warranties.  Each Party warrants to the other that, except as may be expressly stated otherwise in Schedule 1005.2 hereto:

         (a)  the Warranting Party, if a corporation, partnership, limited partnership, or other nonnatural Person, is duly organized and subsisting under the laws of the jurisdiction of its incorporation or existence;

         (b)  the Warranting Party has full power and authority to enter into this Agreement;

         (c)  the execution and/or performance of this Agreement does not and will not violate or interfere with any other agreement of the Warranting Party, which violation or interference would have a Material adverse effect on the Warranting Party;

         (d)  the Warranting Party will not enter into any agreement the execution and/or performance of which would violate or interfere with this Agreement and have a Material adverse effect on the other Party;

         (e)  the Warranting Party is not a party to any agreement calling for the payment to, or receipt from, any third party by the Warranting Party of any commission, gratuity, "kickback," or other similar thing or amount in consideration of the other Party's entry into this Agreement;

         (f)  the Warranting Party is not presently the subject of a voluntary or involuntary petition in bankruptcy, does not presently contemplate filing any such voluntary petition, and is not aware of any intention on the part of any other Person to file such an involuntary petition against it;

         (g)  the Warranting Party is not presently the subject of, nor the proponent of, any Claim that would have a Material adverse effect on the other Party; and

         (h)  the Person(s) executing this Agreement on behalf of the Warranting Party has actual authority to bind the Warranting Party to this Agreement.

                        1003.3  Survival of Representations and Warranties.  The representations and warranties made herein shall survive the execution of this Agreement and the termination of the License (or any License Right to the extent that this Agreement expressly provides for severable termination of License Rights) except as may be expressly indicated otherwise.

                        1003.4  Independent Parties.  The Parties are independent contractors. Except as may be expressly and unambiguously provided in this Agreement, no partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship.

         (a)  Except to the extent expressly provided in this Agreement, neither Party has, and neither Party shall attempt to assert, the authority to make commitments for or to bind the other Party to any obligation.

         (b)  Although this Agreement contains covenants with respect to Confidential/Proprietary Information, the Parties disclaim any other intent to create a confidential or fiduciary relationship between them.

                        1005.5  Injunctive Relief.  Each Party acknowledges that any violation by that Party of its covenants in this Agreement (if any) relating to Intellectual Property Rights or noncompetition would result in damage to the other Party that is largely intangible but nonetheless real, and that is incapable of complete remedy by an award of damages. Accordingly, any such violation shall give the other Party the right to a court-ordered injunction or other appropriate order to specifically enforce those covenants. The Party against whom any such injunction is entered agrees to pay to the other Party any reasonable expenses, including but not limited to attorney fees, incurred in obtaining such specific enforcement (in addition to any other relief to which the other Party may be entitled).

                        1005.6  Survival of Restrictive Covenants.  The covenants herein concerning Intellectual Property Rights (and noncompetition covenants if any) will be construed as independent of any other provision hereof.  The existence of any claim or cause of action by a Party against the other Party, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by the other Party of such covenants.

                        1005.7  Effect of Partial Invalidity.  If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, then:

         (a)  the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected;

         (b)  the effect of the ruling will be limited to the jurisdiction of the court or other government body making the ruling;

         (c)  the provision(s) held wholly or partly invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s), to the minimum extent necessary to render them valid and enforceable in conformity with the Parties' intent as manifested herein; and

         (d)  if the ruling, and/or the controlling principle of law or equity leading to the ruling, is subsequently overruled, modified, or amended by legislative, judicial, or administrative action, then the provision(s) in question as originally set forth in this Agreement will be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.

                        1005.8  Business Judgment.  In any circumstance where this Agreement provides for either Party to make a determination in its judgment, that judgment will be conclusive and binding, regardless of any allegation of malice or bad faith on the part of that Party, unless it be shown by clear and convincing evidence that a prudent person in the management of his or her own affairs could not have made the judgment in question in the same circumstances.

                        1005.9  Notices.  Notices hereunder will be delivered and effective as follows:

         (a)  Every notice required or contemplated by this Agreement to be given by either Party may be delivered in person or may be sent by courier, telecopy, express mail, telex, telegraph, or postage prepaid certified or registered air mail (or its equivalent under the laws of the country where mailed), addressed to the Party for whom it is intended, at the address specified in this Agreement. Either Party may change its address for notice by giving notice to the other Party of the change.

         (b)  Any written notice will be effective no later than the date actually received.

         (c)  Unless otherwise provided in this Agreement, notice by courier, express mail, certified mail, or registered mail will be effective on the date it is officially recorded as delivered by return receipt or equivalent and in the absence of such record of delivery it will be rebuttably presumed to have been delivered on the fifth business day after it was deposited, first-class postage prepaid, in the mails.

         (d)  Notice by telex or telegraph will be deemed given at the time it is recorded by the carrier in the ordinary course of business as having been delivered, but in any event no later than one business day after dispatch.

         (e)  Notice not given in writing will be effective only if acknowledged in writing by a duly authorized officer of the Party to whom it was given.

         (f)  As used in this Section 1005.9, a reference to a particular date means the date itself, if a business day, otherwise the first business day after the date.

                        1005.10  Remedies.  Except as otherwise provided herein or in this Agreement, the remedies set forth herein or in this Agreement are not exclusive, and either Party will be entitled alternatively or cumulatively to damages for breach of this Agreement or to any other remedy available under applicable law.

                        1005.11  Choice of Law.  This Agreement will be interpreted and enforced in accordance with the law of the State of Arizona applicable to agreements made and performed entirely in that state by Persons domiciled therein.

                        1005.12  Jurisdiction and Venue.  Suit to enforce this Agreement or any provision thereof will be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

                        1005.13  Attorney's Fees.  If litigation or other action is commenced between the Parties concerning any dispute arising out of or relating to this Agreement, the prevailing Party in any contested ancillary proceeding relating to the action (e.g., motions to transfer, to compel discovery, etc.) and the prevailing Party in the action itself will be entitled, in addition to any other award that may be made, to recover all court costs or other official costs and all reasonable expenses associated with the ancillary proceeding or action, including without limitation reasonable attorney's fees and expenses.

                        1005.14  No Waiver.  The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect the right of such Party to require performance of that provision. Any waiver by either Party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under this Agreement.

                        1005.15  Binding on Successors.  This Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns permitted by this Agreement.

                        1005.16  Section Headings.  The article headings contained in this Agreement are for reference purposes only and shall not in any way control the meaning or interpretation of this Agreement.      

                        1006  ELECTRONIC SIGNATURES EFFECTIVE.  

                        1006.1  If the Agreement is an electronic contract, then this Section applies in order to set out the legally binding terms of your use of our Programs.  LICENSEE accepts the Agreement and the terms, conditions, and notices contained or referenced herein by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you click on the "I Accept" button during enrollment, you also consent to having the Agreement provided to you in electronic form.