SOFTWARE APPLICATION SERVICE AGREEMENT

This Software Application Service Agreement (“Agreement”) is a legal document that binds registered users (“Users”) to certain obligations. You should read this agreement carefully before authenticating and accepting its terms. You understand and agree that the software application services (“Services” or “Software Application Services”) are provided to Users exclusively under this Agreement by ProjectEDGE.com, Inc. (“Vendor”). By authenticating with your username and password, you are stating that you are 18 years or older, that you have read and understand this Agreement, that you agree to be bound by the terms in effect and as updated by Vendor from time to time.

1. Right to Software Application Services

In consideration of User’s performance of the obligations under this Agreement, Vendor grants User a limited, non-transferable, non-exclusive, revocable right for the term of this Agreement to obtain Software Application Services to which User has subscribed under this Agreement, so long as User has met all payments and other obligations.

2. Availability of Software Application Services

Subject to the terms and conditions of this Agreement, Vendor shall use its commercially reasonable efforts to provide the Software Application Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. User agrees that from time to time Software Application Services may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades (“Scheduled Downtime”); Services malfunctions; and causes beyond the control of Vendor or which are not reasonably foreseeable by Vendor, including the interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). Vendor shall provide at least forty-eight (48) hours notice to User in the event of any Scheduled Downtime. Vendor shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Software application services in connection with Downtime, whether scheduled or not.

3. Service Level

In the event that Vendor discovers or is notified by User of the existence of non-Scheduled Downtime, Vendor will take all actions reasonably necessary to determine the source of the problem. If the source of the problem is outside of the control of Vendor, then Vendor will use commercially reasonable efforts to notify the party/parties responsible and cooperate with the party/parties to resolve such problem as soon as possible. If the source of the problem is within the control of Vendor, then Vendor will use best efforts to resolve the problem within two (2) hours of determining its source.

4. Storage and Security

Vendor shall operate and maintain the Service system as described below (“Service System”) in good working order with access restricted to qualified employees of Vendor. Vendor shall undertake and perform reasonable measures designed to ensure the security, confidentiality, and integrity of the User Contents and other proprietary information transmitted through or stored on the Service System, including firewall protection and maintenance of independent archival and backup copies of all proprietary software created or developed by you, and all text, multimedia, graphics, audio, video, data and other information provided by you (“User Content”).

5. Warranty and Liability Limitations

a. Warranty Limitations. THE SOFTWARE APPLICATION SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND USER’S USE OF THE SOFTWARE APPLICATION SERVICES ARE AT ITS OWN RISK. VENDOR WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE SOFTWARE APPLICATION SERVICES. HOWEVER, VENDOR PROVIDES NO WARRANTIES WHATSOEVER AND VENDOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. VENDOR DOES NOT WARRANT THAT THE SOFTWARE APPLICATION SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. VENDOR DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM VENDOR NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT USER'S AND/OR VENDOR CONNECTIONS TO THE INTERNET.

b. Liability Limitation. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, VENDOR’S SOLE AND EXCLUSIVE LIABILITY TO USER UNDER THIS AGREEMENT AND ANY AMENDMENT TO THIS AGREEMENT IS LIMITED TO THE SERVICE CREDITS DESCRIBED ABOVE.

c. Reliance on Limitations. THE PARTIES ACKNOWLEDGE THAT VENDOR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

6. Proprietary Rights

Exclusive of User Content, Vendor shall retain all right, title, and interest (including copyright and other proprietary or intellectual property rights) relating to the Software Application Services, all legally protectable elements, or derivative works thereto. User shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the User Content. Vendor may place copyright and/or proprietary notices, including hypertext links, within the Subscribed Applications. User may not alter or remove such notices without Vendor’s written permission. User Content shall not include anything that actually or potentially infringes or misappropriates the copyright, trademark or intellectual property right of any other person, or contains anything that is obscene, defamatory, harassing, offensive or malicious. User will not, directly or indirectly, reverse engineer, decompile, or otherwise attempt to derive source code or other trade secrets from Vendor.

7. Termination

a. Termination for Cause. Vendor may terminate this Agreement if User breaches a material term or condition and fails to cure such breach within thirty (30) days of written notice, except in the case of failure to pay fees, which must be cured within five (5) days. Either party may terminate this Agreement if the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition is not dismissed within sixty (60) days of filing.

b. Effect of Termination. Upon the effective date of termination of this Agreement or any subscription schedule, Vendor will cease providing the Software Application Services, User will cease using the Services, and all payment obligations of User provided through the effective date of termination will immediately become due. Within five (5) business days of the effective date of termination and full payment by User, Vendor will provide User with the User Content and data, if any, which resulted from the Software Application Services, in the format specified on the subscription schedule. Within thirty (30) days of such termination, each party will return or destroy the other party’s Confidential Information as defined below, and User will erase and remove all copies of any software which was provided by Vendor pursuant to this Agreement.

8. Confidential Information

Each party may provide to the other certain confidential, proprietary, and trade secret business or technical information of the other in connection with this Agreement (“Confidential Information”). Confidential Information shall be clearly marked and designated as “Confidential” except that the parties expressly agree that the Subscribed Applications, any accompanying technical documentation, and the terms of this Agreement shall be deemed to be Confidential Information at all times unless expressly agreed otherwise. Each party agrees to preserve the confidentiality of all Confidential Information that is provided as the result of this Agreement, and shall not, without the prior written consent of the other party, disclose or make available to any person, or use for its own or for any other person's benefit, other than as necessary in performance of its obligations under this Agreement, any Confidential Information. Each party shall use a commercially reasonable level of care to safeguard Confidential Information against improper disclosure or use. The foregoing notwithstanding, Vendor will have the right to identify that User is a customer of Vendor and may utilize Customer Content for statistical and comparative purposes provided it is not disclosed in any manner which could reasonably identify User.

9. Indemnification

Each party will indemnify, defend, and hold the other harmless from and against any and all costs, liabilities, losses and expenses, (including but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from any claim, suit, action or proceeding (each, an "Action") brought by any third party against the other alleging; (a) the infringement or misappropriation of any intellectual property right relating to the delivery, or use of the Services (but excluding any infringement contributorily caused by the other party); or (b) personal injury caused by the negligence or willful misconduct of the other party. Each party's indemnification obligations hereunder shall be subject to receiving prompt written notice of the existence of any Action; being able to, at its option, control the defense of such Action; permitting the indemnified party to participate in the defense of any Action at such party's own cost and expense; and receiving full cooperation of the indemnified party in the defense thereof.

10. General

a. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

b. Assignment. User may not assign any of its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed void and/or a material breach of this Agreement.

c. Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.

d. Mediation and Arbitration. If a dispute arises out of or relates to this contract, or the breach thereof, and the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

e. Severability. If any provision of this Agreement is determined to be invalid under any applicable statue or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

f. Applicable Law. This Agreement shall be governed in all respects by the laws of the state of New York except for its conflict of laws provisions.

g. Digital Signature Provisions. User represents and warrants that the individual electronically agreeing to the terms of this Agreement is empowered to agree to this Agreement on behalf of User. User further agrees that by authenticating to gain access to the application service’s constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act and that the Agreement is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by, User.

h. Entire Agreement. This Agreement, together with any Subscription Schedules which are incorporated by reference, constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior proposals, communications and understandings, oral or written.