ROCKETSEED (PTY) LTD. SOFTWARE

END USER LICENSE
TERMS AND CONDITIONS

PLEASE READ THIS CAREFULLY BEFORE USING THIS SOFTWARE.
THIS AGREEMENT STATES THE TERMS AND CONDITIONS UPON WHICH ROCKETSEED (PTY) LTD. (“ROCKETSEED”) OFFERS TO LICENSE TO YOU (“YOU”) THE RIGHT TO USE A LIMITED NUMBER OF COPIES OF ITS ROCKETSEED PATENT PENDING SOFTWARE. AMONG OTHER THINGS, THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS. BY USING THIS SOFTWARE YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE, PROMPTLY RETURN THE UNUSED PRODUCT TO THE PLACE WHERE YOU OBTAINED IT.
THIS AGREEMENT APPLIES TO ALL SOFTWARE PROVIDED BY ROCKETSEED, ITS NORTH AMERICAN MASTER LICENSEE MONDIAL TEKNOLOGY INC. (“MONDIAL”). NO LICENSE IS GRANTED TO ANY OTHER ROCKETSEED SOFTWARE UNDER THIS AGREEMENT.

Section 1. Definitions.
1.1 “Software” means Java based applications for enriching everyday email and broadcast mail.
1.2 “Licensed Materials” means, collectively, the ROCKETSEED Java based software provided under the trademark Rocketseed and any related software provided by ROCKETSEED or its licensee.

Section 2. License Grants.
2.1 Scope of Licenses.
(a) Software. ROCKETSEED and its licensees hereby grants You a non-exclusive, non-transferable license to install and use the Software on [one (1) or more servers] operated by or for You for the sole purpose of enriching and branding everyday email, and broadcasting commercial email on Your own behalf, and for internal use only, content that You own or are entitled to use.
(b) Sublicenses/Resale Prohibited. The licenses granted to You in this License Agreement do not include the right to sublicense or re-sell the Licensed Materials in any manner. Any such sublicense or re-sale is strictly prohibited.
2.2 Limitations on Licenses.
(a) No Third Party Services/Authorized Content Only; Internal Use Only. YOU ARE NOT AUTHORIZED TO USE THE LICENSED MATERIALS FOR THE PURPOSE (i) OF PUBLISHING CONTENT OR PROVIDING OTHER SERVICES ON BEHALF OF THIRD PARTIES; OR (ii) OF PUBLISHING CONTENT WHICH YOU DO NOT OWN OR HAVE THE LEGAL RIGHT TO PUBLISH. THIS LICENSE IS FOR INTERNAL USE ONLY.
(b) Prohibited Activities. You shall not (i) assign, transfer, lease, rent or distribute the Licensed Materials; (ii) modify or create any derivative work of the Licensed Materials; (iii) reverse assemble, decompile, reverse engineer or attempt to derive source code, the underlying ideas, algorithms, structure or organization of the Licensed Materials; (iv) copy the Software (except the single permitted back-up copy); (v) re-sell or provide the Software to a third party; (vi) use the Software to provide publishing services to third parties.
2.3 Ownership. Your rights in and to the Licensed Materials are solely as set forth in Section 2.1 and do not include any rights of ownership. You agree that, as between ROCKETSEED and You, ROCKETSEED owns all right, title and interest (including without limitation all copyright, patent, trade secret and other intellectual property rights) to the Licensed Materials.
2.4 Back-Up Copy. You are permitted to make one (1) back-up or archival copy of the Software (excluding documentation) in machine readable (object code) form to support Your authorized use under this Agreement. Such copy shall be labeled “Copy for Back-Up Use Only and Not for Resale.” Documentation may not be copied. All copies are the property of ROCKETSEED and MONDIAL.
2.5 Export Restrictions. You shall comply with all export and re-export restrictions and regulations of the U.S. Commerce Department and other U.S. agencies and authorities.
2.6 Government. The Licensed Materials are a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire only those rights in the Licensed Materials and the documentation that are provided by this Agreement.

Section 3. Audit Permitted.
ROCKETSEED or MONDIAL shall have the right, upon reasonable prior notice to You and during Your normal business hours, to audit Your use of the Licensed Materials and to inspect Your records related to any copies of the Software, or portions thereof, made by You.

Section 4. Technical Support and Maintenance.
Except as may be provided in a separate agreement between ROCKETSEED and MONDIAL and You, if any, ROCKETSEED and MONDIAL is under no obligation to maintain or support the Software and ROCKETSEED and MONDIAL have no obligation to furnish you with any further assistance, documentation, software, update, upgrades, or information of any nature or kind.

Section 5. Confidentiality.
5.1 Confidentiality. ROCKETSEED considers the Licensed Materials to contain valuable trade secrets of ROCKETSEED. Except as expressly set forth above, You agree to use reasonable efforts not to disclose or otherwise make available the Licensed Materials to any third parties and not to use the Licensed Materials other than for the purposed authorized by this Agreement. This obligation shall continue after any termination of this Agreement. You shall return all Licensed Materials promptly upon the request of ROCKETSEED or its Licensee or upon any termination of this Agreement.
5.2 Equitable Remedy. You acknowledge that due to the unique nature of ROCKETSEED’s Confidential Information, ROCKETSEED will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of ROCKETSEED’s Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, ROCKETSEED shall be entitled to obtain any injunctive relief that may be appropriate to prevent such unauthorized use or disclosure.
5.3 Term of Nondisclosure Obligations. Your obligations set forth in this Section 5 will survive for a period of five (5) years after the termination of this Agreement, and will bind Your representatives, successors and assigns, if any; provided, however, that such obligations will terminate with respect to any Confidential Information which becomes available for unrestricted public use through no fault of You.

Section 6. Limited Warranties.
6.1 Limited Warranty. ROCKETSEED and its licensees represents and warrants that for a period of ninety (90) days following delivery to You of the Licensed Materials, the Licensed Materials will perform substantially in accordance with the published specifications for the version of the Licensed Materials provided to you. Notwithstanding the foregoing, ROCKETSEED and its licensees do not warrant that the Licensed Materials will be error-free or operate without interruption. ROCKETSEED’s and its licensees sole liability under this section shall be to use reasonable commercial efforts to bring the Licensed Materials’ performance into substantial conformance with such specifications.
6.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE LICENSED MATERIALS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE THAT USE OF THE LICENSED MATERIALS WILL BE ERROR FREE OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE LICENSED MATERIALS WILL BE CORRECTED (EXCEPT AS PROVIDED IN SECTION 6.1), OR THAT THE LICENSED MATERIALS’ FUNCTIONALITY WILL MEET YOUR REQUIREMENTS.

Section 7. Indemnification.
Each party agrees to indemnify, hold harmless, and defend the other party, and any employee or agent thereof (each of the foregoing being hereinafter referred to individually as the "Indemnified Party") against all liability, including reasonable attorneys' fees and costs, to third parties arising from the acts or omissions of the Indemnifying Party or its agents in the performance of its obligations hereunder, or its breach hereof. Vendor further agrees to indemnify, hold harmless, and defend Wachovia, and any employee or agent thereof against all claims of intellectual property infringement arising from the products or services provided hereunder. Each party's obligation to indemnify shall survive the expiration or termination of this Agreement by either party for any reason. The Indemnifying Party shall conduct the defense in any such third party action arising as described herein with counsel reasonably acceptable to the Indemnified Party, who shall cooperate with such defense.

Section 8. Limitation of Liability.
ROCKETSEED’S and MONDIAL’S TOTAL LIABILITY UNDER THIS AGREEMENT OR FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID BY YOU DURING THE PREVIOUS TWELVE (12) MONTHS, IF ANY. IN NO EVENT SHALL ROCKETSEED OR ANY LICENSOR OF ROCKETSEED BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, LOSS OF PROFITS, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OF CONTRACT, REPUDIATION OF CONTRACT, NEGLIGENCE OR OTHERWISE.

Section 9. Term and Termination.
This Agreement is effective until terminated. Except for Sections 1, 2.2, 2.3, 3 and 5 through 10, as well as any payment obligations, which shall survive any termination of this Agreement, this Agreement shall continue until Your breach of this Agreement. Upon termination, all licenses granted in this Agreement shall terminate and You agree not to use the Licensed Materials for any purpose whatsoever and to return to ROCKETSEED and its licensees or destroy any copy of the Licensed Materials within its possession, as instructed by ROCKETSEED and its licensees. This remedy shall be in addition to any other remedies available to ROCKETSEED and its licensees.

Section 10. General Provisions.
10.1 Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between ROCKETSEED or its licensee and You.
10.2 Entire Agreement. This Agreement, represents the entire agreement between ROCKETSEED its licensees and You with respect to the subject matter hereof and shall supersede all prior agreements and communications of the parties, oral or written.
10.3 Amendment and Waiver. No amendment to, or waiver of, any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by any party of any breach or default shall not constitute a waiver of any different or subsequent breach or default.
10.4 Governing Law, Arbitration and Jurisdiction. Any dispute or claim arising out of or in connection with this Agreement, except for a dispute or claim arising from the provisions of Section 2.3 (Ownership) or 5 (Confidentiality) above, will be finally settled by binding arbitration at the offices of the Licensee in Montgomery County, Maryland in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with such rules. The arbitrator shall apply Maryland law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement.
10.5 Prevailing Party. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court and arbitration costs, as well as reasonable attorneys' fees.
10.6 Successors and Assigns. This Agreement and the licenses granted hereunder may not be assigned by You, by operation of law or otherwise, without the prior written consent of ROCKETSEED and its licensees, which consent shall not be unreasonably withheld, except that You may assign this Agreement without ROCKETSEED’S and its licensees prior written consent and with 30 days written notification to ROCKETSEED and its licensees, in the event You are acquired pursuant to an acquisition, merger or sale of all or substantially all of Your assets. You agree the number of Licensed Product senders shall remain the same pursuant to the acquisition, merger or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the permitted successors and assigns of each party.
10.7 Notices. All notices, requests, consents and other communications which are required or permitted hereunder shall be in writing, and shall be delivered by registered U.S. mail, postage prepaid (effective three (3) days after mailing) or sent by facsimile or electronic mail, with a confirmation copy simultaneously sent by U.S. mail, postage prepaid (effective upon transmission), at the addresses provided by the other party in writing. If such notice is to ROCKETSEED and its licensees, it shall be addressed to: Cameron Huelett, Chief Executive Officer/President, care of Mondial Teknology Inc. at 15400 Calhoun Drive, Suite 125, Rockville, Maryland 20855; Facsimile (301) 424-7025. Notice of change of address shall be given in the same manner as other communications.
10.8 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.