MAXIMUS MEDIA BUYING PLATFORM
USER LICENSE AGREEMENT

(Beta User)

This USER LICENSE Agreement (this "Agreement") is made and entered into by and between Maximus Live, LLC, a Delaware limited liability company ("Maximus Live") and the individual or company named below (the "Licensed User") effective as of the effective date set forth at the end of this Agreement ("Effective Date").

  1. Maximus Media Buying Platform. Maximus Live is the owner and developer of the Maximus Global Media Buying Platform, a proprietary web-based autonomous digital media buying platform. The Maximus Global Media Buying Platform, and all software, processes, algorithms, user interfaces, data, files, documentation, and other tangible and intangible information and property related thereto, and all improvements, enhancements, derivations and modifications thereto, shall be referred to herein as the "Maximus Platform".

  2. License. Maximus Live hereby grants the Licensed User a limited, non-exclusive, non-transferable right and license to use the Maximus Platform in accordance with the terms and conditions of this Agreement.

  3. License Fee. Licensed User agrees to pay Maximus Live a monthly license fee of $785.00 per month (the "License Fee").

  4. Licensed Connections. Payment of the License Fee entitles Licensed User to use ten (10) licensed connections ("Connections") on the Maximus Platform. Only one (1) active API is allowed on the Maximus Platform per Connection at any one time.

  5. Payment. At all times during the term of this Agreement, License User have on file with Maximus Live a valid credit card with sufficient funds availability to pay the License Fee. Maximus Live will charge Licensed User’s credit card on the last business day of each month for the following month’s monthly License Fee. Licensed User agrees to pay a 2.9% service fee on all payments made by credit card, which shall be charged on Licensed User’s credit card at the time the License Fee is charged. Upon termination of this Agreement, Maximus Live will charge Licensed User’s credit card for any amounts Licensed User owes to Maximus Live under this Agreement. Licensed User’s access to the Maximus Platform will be suspended if the Licensed User’s credit card is cancelled or if any charge is denied by the credit card company.

  6. Technical Support. During the term of this Agreement, Licensed User shall have unlimited access to on-line technical support tools for the Maximus Platform during the term of this Agreement. Telephone and on-site technical support, training and implementation assistance are available for an additional fee.

  7. Term; Termination; Suspension of Service. The term of this Agreement shall commence on the Effective Date and continue on a month-to-month basis until either party gives written notice of terminations, which shall become effective 30 days after the termination notice is given. Maximus Live may terminate this Agreement by giving written notice to Licensed User if Licensed User fails to pay Maximus Live any amounts due under this Agreement or is otherwise in breach of this Agreement. Upon termination of this Agreement, Licensed User shall discontinue all use of the Maximus Platform and shall return to Maximus Live or destroy any and all documents, files, data, materials and property relating to the Maximus Platform, whether tangible or intangible and in whatever form or medium (including any items existing in any electronic format). Licensed User agrees to not retain any copies of any such items after the termination of this Agreement. Without waiving its right to terminate this Agreement, Maximus Live may suspend Licensed User’s access to the Maximus Platform at any time if Licensed User breaches any provision of this Agreement.

  8. Ownership of Maximus Platform. Licensed user acknowledges and agrees that Maximus Live owns all right, title and interest in and to the Maximus Platform, including, without limitation, all patents, patent rights, inventions (whether patentable or not), copyrights, trademarks, service marks, trade names, trade secret rights and other intellectual property rights relating thereto. Licensed User acknowledges and agrees that it shall acquire no ownership or other rights to the Maximus Platform as a result of the limited license to use the Maximus Platform granted in this Agreement. Licensed User hereby assigns to Maximus Live all right, title and interest in and to any improvements, enhancements, derivations or modifications to the Maximus Platform developed, in whole or in part, as a result of Licensed User’s use of the Maximus Platform or any ideas, suggestions, comments or reports received from Licensed User.

  9. Privacy of Personally Identifying Information. Maximus Live agrees to use commercially reasonable efforts to protect any personally identifying information of Licensed User from unauthorized disclosure. Licensed User acknowledges and agrees that if Maximus Live reasonably determines that disclosure of personal identifying information of Licensed User is necessary to comply with any law, rule order, subpoena, civil or criminal investigative request or demand, discovery request or any other legal requirement, Maximus Live may disclose the personally identifying information to comply with such request. Licensed User acknowledges that hackers or other persons with malicious intent may attempt to access Maximus Live’s computer systems and agrees that Maximus Live shall not be responsible or liable for any such unauthorized disclosure of or access to Licensed User’s personally identifying information.

  10. User Data. Licensed User agrees that it shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all data, information or material provided or submitted by Licensed User during the course of using the Maximus Platform ("User Data"). Licensed User agrees to use the Maximus Platform carefully and take all necessary precautions to prevent any loss or damage to the User Data. Licensed User agrees that Maximus Live shall not be responsible or liable for any deletion, destruction, damage or loss of any User Data. Upon termination of this Agreement, Maximus Live will provide Licensed User with a copy of the User Data if Licensed User is not in breach of this Agreement and requests a copy within 30 days of termination. Licensed User agrees that Maximus Live shall have no obligation to retain the User Data more than 30 days after termination of this Agreement. Licensed User grants Maximus Live a nonexclusive, perpetual right and license to use the User Data for any purpose, including sale or transfer to third parties, as long as no personally identifying information of Licensed User is disclosed to any third party.

  11. Covenants by Licensed User. Licensed User agrees that it will not (i) demonstrate, transfer, assign, license or sell the Maximus Platform to any third party, (ii) duplicate, translate, disassemble, decompile, reverse engineer, disassemble, or modify the Maximus Platform or create any derivative works, improvements or enhancements to the Maximus Platform, (iii) transmit, promote, store or use on the Maximus Platform any infringing, abusive, obscene, vulgar, threatening, harassing, defamatory, libelous, harmful, or otherwise unlawful or tortious material, including, without limitation, material that is harmful to children, violates third party privacy rights, or is racially, ethnically or politically objectionable, (iv) interfere with or disrupt the integrity or performance of the Maximus Platform, (v) attempt to gain unauthorized access to the Maximus Platform or its related systems or networks, (vi) transmit, promote, store or use on the Maximus Platform any software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, (vii) use the Maximus Platform to promote pornography, adult products, adult services, gambling or other objectionable content, or (viii) use the Maximus Platform in a manner that violates the terms of service or other rules of Maximus Live or any website, publisher, Internet service provider, network or other entity through which the Customer Data is transmitted or on which the Customer Data is stored or displayed. Licensed User agrees that it will use the Maximus Platform only for its internal business purposes. Licensed User agrees that it is responsible for all activity occurring under its Maximus Platform user account. Licensed User agrees that it will immediately notify Maximus Live if it becomes aware of any unauthorized or improper use of the Maximus Platform or any loss or theft or unauthorized use of Licensed User’s password or user account information. Licensed User shall use commercially reasonable efforts to prevent unauthorized or improper access to or use of the Maximus Platform and, if any unauthorized or improper access or use occurs, Licensed User agrees to take all necessary action to stop such unauthorized or improper access or use.

  12. Compliance with Law. Licensed User agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Maximus Platform, including, without limitation, those related to spam, data privacy, international communications, and the transmission of technical or personal data.

  13. Indemnification. Licensed User hereby agrees to indemnify, defend and hold harmless Maximus Live, and its members, managers, officers, directors, employees, agents and affiliates, from and against any loss, liability, damage or expense (including reasonable attorneys’ fees) arising out of or relating to (i) Licensed User’s use of the Maximus Platform or (2) any breach of this Agreement by Licensed User.

  14. Disclaimer of Warranties; Limitation of Liability. THE MAXIMUS PLATFORM IS PROVIDED TO LICENSED USER STRICTLY ON AN "AS IS" BASIS. Maximus Live MAKES NO REPRESENTATION, WARRANTY OR GUARANTY (I) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MAXIMUS PLATFORM, (II) THAT THE USE OF THE MAXIMUS PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, (III) THAT THE MAXIMUS PLATFORM WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA (IV) THAT THE MAXIMUS PLATFORM WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF LICENSED USER, (V) THAT THE MAXIMUS PLATFORM IS ERROR FREE OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, (VI) OF TITLE AND NON-INFRINGEMENT OR (VII) THAT THE MAXIMUS PLATFORM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. No warranties, express or implied, including, without limitation, the warranties of merchantability or fitness for any particular purpose are made by Maximus Live with respect to the Maximus Platform, LICENSED USER’S USE THEREOF OR any OTHER service or product provided under this agreement.

    The maximum liability of Maximus Live to Licensed User or any third party for any legal or other claim relating to the Maximus Platform, Licensed User’s use thereof or any other service or product provided under this Agreement (whether such claim arises out of contract, negligence, strict liability, tort or otherwise) shall not exceed the amount, if any, paid to Maximus Live by the claimant during the month in which such claim arose. In no event shall Maximus Live have any other obligation or liability to Licensed User, or any third party, with respect to the Maximus Platform, Licensed User’s use thereof or any other service or product provided under this agreement. Without limiting the foregoing, Maximus Live shall not be liable for any property damage, personal injury or death to Licensed User, or any third party, with respect to the Maximus Platform, Licensed User’s use thereof or any other service or product provided under this agreement. In no event shall Maximus Live be liable to Licensed User or any third party for consequential, incidental, general, special or exemplary damages, including, without limitation, loss of profits, revenues or data, even if Maximus Live has been advised of the possibility of such damages. Without limiting the forgoing, Maximus Live shall not be liable for the loss of any image, data, or other information, or any loss of or damage to any property or equipment, as a result of Licensed User’s use of the Maximus Platform.

    BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, Maximus Live’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW.

  15. Attorney’s Fees. In the event of any breach of this Agreement or dispute with respect to matters arising under this Agreement, the substantially prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses incurred in connection with such breach or dispute, including, without limitation, reasonable attorney’s fees.

  16. Miscellaneous. This Agreement may not be amended or modified except with the written agreement of all parties hereto. Licensed User may not assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Maximus Live. Maximus Live shall have the right to assign this Agreement and all of its rights and obligations hereunder in connection with the sale or other transfer of all or substantially all of Maximus Live’s rights in and to the Maximus Platform. This Agreement supersedes all agreements, whether written or oral, previously made between the parties relating to the subject matter hereof. There are no other understandings or agreements between the parties hereto with respect of this subject matter hereof. All notices and other communications to the parties shall be sent to the parties at their addresses set forth herein. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one in the same agreement. Each provision of this Agreement is intended to be severable and the validity, legality or enforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of the remainder of this Agreement. Except as otherwise provided herein, the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and the respective successors and permitted assigns. Any failure of any party hereto to comply with any obligation, covenant, agreement or condition herein may be waived by the other party, but any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver or estoppel with respect to any subsequent or future failure. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware.