wiOps Software Licensing Agreement (WSLA)

Modified May 5, 2010

BY CLICKING THE "I AGREE" OPTION DISPLAYED AS PART OF THE LOGIN PROCESS, OR BY USING THE SOFTWARE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF wiOps BUSINESS OPERATIONS SOFTWARE (HEREINAFTER REFERRED TO AS "SOFTWARE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SELECT THE "I AGREE" OPTION, AND YOU MAY NOT USE THE SOFTWARE.

Privacy, Security and Disclosure. The data that you enter into your wiOps software account is owned by you, and may not be intentionally disclosed by wiOps at any time. wiOps shall take all reasonable steps to ensure the safety and security of your data, including but not limited to encryption, passwords, server security, network security and IP authentication. wiOps reserves the right to contact all users of the software if necessary, and will allow all users to opt out of regular marketing or training e-mail messages. Customer agrees that wiOps may disclose its existence as a paying customer, and which edition of the software that is used.

License. wiOps grants to you as an individual or single entity, a personal, nonexclusive license to use the software for the purposes it was designed and marketed for. Customer agrees that ownership and intellectual property rights to any and all source code or software is nontransferable under this agreement and remains with wiOps.

Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the software or the content in any way; (ii) modify or make derivative works based upon the software or the content; (iii) create Internet "links" to the software or "frame" or "mirror" any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the software, or (c) copy any ideas, features, functions or graphics of the software.

User licenses cannot be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer use the software.

You may use the software only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, including to opt-in bulk mailing lists not originally collected by Customer's organization; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the software or the data contained therein; or (v) attempt to gain unauthorized access to the software or its related systems or networks.

Customer Responsibilities. Customer is responsible for all activity occurring under its user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the software, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify wiOps immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to wiOps immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another wiOps user or provide false identity information to gain access to or use the Software.

Payment Terms. All fees for the use of the Software are due when billed, and some base fees for the Software are due in advance. If Customer fails to upload finalized commission data to allow wiOps to recalculate billing amounts, wiOps will bill a $50 late upload service charge, plus the last available month's activity. The late upload service charge is nonrefundable, and activity fees will be adjusted on a future bill.

Billing Terms. All fees are paid electronically when the invoice is issued, unless Customer has made other arrangements in writing with wiOps. If Customer's credit card or electronic payment declines, or if any invoices are unpaid 15 days after the due date, wiOps reserves the right, at its sole discretion, to charge late fees, charge reactivation fees and/or suspend or terminate access to the Software until payment is made.

Termination. Customer may terminate this agreement in writing at any time. To avoid charges for partially unused Service Periods, provide written notice of termination by 5:00PM Pacific Time three days prior to the beginning of the next Service Period. wiOps may terminate this agreement in writing at any time with thirty (30) days notice, or may terminate at any time with fifteen (15) days notice for non-payment. Software fees are not refundable, even in case of termination.

In the event of termination, wiOps will make available to you a file of your data within five (5) business days of your request. Such requests must be made within fifteen (15) days of termination. wiOps reserves the right to withhold, remove and/or discard customer data without notice for any breach, including, without limitation, your non-payment. Forty five (45) days after termination, your right to access or use the data immediately ceases, and wiOps shall have no obligation to maintain or forward any data.

Support. wiOps agrees to provide free standard technical support via e-mail during normal business hours for configuration or troubleshooting issues, limited to two separate support incidents per calendar month. wiOps guarantees a response time of two days for basic support calls. Additional support options are available; please ask your wiOps account manager for details.

Customizations. Customer agrees that any requested customization or alteration of the Software by wiOps constitutes consulting services that will fall under the Terms and Conditions of a written proposal for consulting services.

Service Periods. The software is provided on a monthly basis, at the option of the Customer. For the purposes of this contract, a monthly "Service Period" is counted from the first day of the customer's individual billing cycle through the previous day of the next calendar month; or the first day of the month through the last day of the month, at wiOps sole discretion.

Limited Warranty. As with most software products, the Software is not covered by any warranty or condition, express or implied. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.

Remedies. To the maximum extent permitted by applicable law, in no event shall wiOps or its employees, agents, contractors, suppliers, directors or officers be liable for any special, incidental, punitive, indirect or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, the provision of or failure to provide support or other services, information, software and related content through the Software or otherwise arising out of the use of the Software, or otherwise under or in connection with any provision of this agreement.

Complete Agreement. This agreement contains the complete agreement of the parties and supersedes any other agreements, written or oral, between the parties. No agreement or understanding, oral or written, in any way modifies the terms and conditions set forth herein, unless submitted to wiOps in writing and signed by an officer of wiOps LLC. If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. This agreement is subject to change upon e-mail notice to customers.

Applicable Law and Venue. This agreement shall be governed by the laws of the State of California and if suit is necessary, it is agreed that venue shall be with the Superior Court of Placer County, State of California, located at Auburn, California. If suit is necessary to collect under the contract, both parties agree to pay the prevailing party any reasonable court costs, expenses and/or attorney's fees.

Binding Guarantee. This Agreement shall be binding upon, and inure to the benefit of, the parties. By accepting the services under this contract, Customer and its Representative hereby agrees to the terms and conditions set forth above and guarantees payment for all services rendered.