On Line Store License Agreement

of 2 Meridian Media Group, Inc. On-Line Store License Agreement September 18, 2009 The following terms and conditions are between Meridian Media Group, Inc. (Licensor) and their approved Licensee. Acceptance of these terms and condition is confirmed by Licensee’s signature of the On-line Store Licensee Application. Licensor has developed and owns the on-line store (as defined hereinafter) for use and access by the Licensee via the Internet; and Licensor provides and sells certain products through on-line store; and Licensee desires to promote on-line store for the sale of these certain products, and has full power and authority under all relevant laws and regulations to enter into this Agreement. The Licensee Web Site is a part of www.thecardzstore.com and subject to the Web Site Usage Agreement, which is fully incorporated into this Agreement by this reference. Web Site License: Licensor hereby grants Licensee a nonexclusive, nontransferable license during the Term for the sale of Products to Users during the Term, in a lawful and professional manner subject to the terms of this Agreement. Licensee may not copy the Templates or the Licensee Web Site or use either on any server other than a server controlled by Licensor. Licensee may not use any web pages, parts of web pages or any other Technology generated from the Templates or Licensee Web Page, other than content wholly originating from Licensee, on any other server than a server controlled by Licensor, without Licensor’s express written agreement. Licensor must approve all content and design on the web site. Hosting: Licensor shall provide Hosting Services to Licensee for the Licensee Web Site during the Term. Security: Licensee shall keep the Login confidential and shall allow no other person or entity to use the Login. Licensee shall notify Licensor promptly in writing if Licensee has any reason to believe that the security of the Login has been compromised. Prohibited Conduct: Licensee shall not use the Licensee Web Site for purposes considered harmful by Licensor , including without limitation: (a) defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others; (b) publishing, distributing or disseminating any profane, defamatory, libelous, infringing, tortuous, hateful, obscene, indecent or unlawful material or information; (c) publication of any material that contains viruses, trojan horses, worms, time bombs, cancel bots or any other harmful program; (d) publication of any material that contains software or other material protected by intellectual property laws, unless Licensee owns the rights thereto or has received all necessary permission and authorization to publish the material; (e) interfering in any way with another Licensee’s use and enjoyment of www.cardzforbiz.com; (f) performing activities in any way connected with the transmission of "junk mail", “spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices; and (g) violating any applicable local, state, national or international laws and regulations, including without limitation the sale of illegal goods or violation of export control or obscenity laws. Licensor Access: Licensor has no obligation to monitor the Licensee Web Site or Licensee’s use thereof; however, it retains the right and Licensee hereby authorizes Licensor at all times to monitor, review, retain, delete and/or disclose any information necessary, in the sole and exclusive discretion of Licensor , to manage or maintain www.cardzforbiz.com and Licensee Web Site, limit the storage space available to Licensees, enforce this Agreement or satisfy any applicable law, regulation, legal process or governmental request. Licensee hereby acknowledges and agrees that Licensor shall have the right, but no obligation, to remove or modify any component of the Licensee Web Site for any reason, including (without limitation) challenge or opposition by a third-party. Domain Name: Licensor shall be exclusively responsible for applying for registration of, registering and maintaining the registration of the domain name assigned to Licensee. Equipment: Licensee shall be exclusively responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for Licensee to access and use the Licensee Web Site. Licensee shall be responsible for all charges related thereto. Licensee Web Site: Title to the Templates and the Licensee Web Site, including all ownership rights to patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Licensor. Licensee hereby assigns, transfers and conveys to Licensor any and all rights, title and interests Licensee may have or accrue in the Templates and Licensee Web Site. Public Statements: Licensee acknowledges and agrees that all press releases or public announcements related to this Agreement, Licensee Web Site or www.cardzforbiz.com, including the method and timing of such announcements, must be approved in advance by Licensor in writing, which approval may be granted or denied in Licensor’s sole and exclusive discretion. Noncompetition: During the Term and for one (1) year thereafter, Licensee shall not (directly or indirectly), except through the Licensee Web Site, within the entirety of the world, promote, advertise, market, or provide any products competitive with Licensor or engage in any activity in competition with or adverse to www.cardzforbiz.com, or the business of Licensor. Order Approval: Licensee shall review and either approve or deny all Pending Orders within a reasonable period of time. All Pending Orders are subject to Licensor approval. Order Fulfillment and Payment of Profit: Upon approval of a pending Order by Licensor, Licensor shall ship the order and pay the

of 2 Licensee their profit. Sales Taxes: Required sales tax shall be added to each order and the responsibility of the Licensor. Licensee Profits: Licensee’s profit shall be $.75 per Reimbursement Cards only ordered through the License’s on-line store and subject to the Order approved by Licensor. Profit Payment: Licensor shall pay the Licensee their profit for each sale with in two banking days via PayPal. Chargebacks/Refunds: Licensor has the right to chargeback the Licensee any profit paid for orders that must be refunded or payment is uncollectible. Licensor Records: If a dispute occurs concerning the Licensee Account, Licensor books of account, records, data and correspondence concerning the Licensee Web Site and Licensee Account shall be conclusive evidence of any sums of money received by Licensor, any sums of money owed by Licensor to Licensee, and any sums of money owed by Licensee to Licensor. Termination: Either party may terminate this Agreement for convenience by providing thirty (30) days advance written notice of termination to the other party. Termination or cancellation of this Agreement shall not terminate or cancel any payment obligation of Licensee under this Agreement. Cancellation: Licensor may cancel this Agreement at any time with no notice if it believes, in its sole and absolute discretion, that Licensee through their licensed on-line store (a) offers for sale any products which are not the Licensor’s; (b) uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, unprofessional or otherwise inappropriate; (c) has received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (d) has become the subject of a government complaint or investigation; (e) has significantly modified the Licensee Web Site since approval by Licensor ; (f) has engaged in activities or sales which are illegal or damage the rights or reputation of Licensor or (g) has violated any provision of this Agreement. Web Site Access: Upon termination or cancellation of this Agreement, Licensee shall immediately cease and desist any and all use of, attempts to use, access to and attempts to access the Licensee Web Site. Representations: Licensee shall not misrepresent the Products. Licensee shall not misstate any fact in describing the capabilities of Products. Limitation of Liability: Licensor shall not be liable for any lost profits or consequential, exemplary, incidental or punitive damages, including, without limitation, in connection with (i) use, performance or operation of Licensee won-line store; (ii) use, performance or operation of the Internet or use of the Internet by Licensee; (iii) loss of data; and (iv) products and services offered through www.cardzforbiz.com or Licensee Web Site, regardless of the form of action, whether in contract or in tort, including negligence, and regardless of whether Licensor has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. Limitation of Damages: The sole remedy of Licensee for any reason and for any cause of action whatsoever in connection with this Agreement, the Licensee Web Site, www.cardzforbiz.com, and products and services offered through www.cardzforbiz.com, regardless of the form of action, whether in contract or in tort, including negligence, shall be modification of the Licensee Web Site, as determined by Licensor. Indemnification: Licensee shall release, defend, indemnify and hold harmless Licensor (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use by Licensee of the Internet, the Licensee Web Site, www.cardzforbiz.com or products or services offered through www.cardzforbiz.com (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the Licensee Web Site or www.cardzforbiz.com; (iii) Licensee’s negligence or any tortuous acts (or failures to act) of Licensee; (iv) products or services offered through the Licensee Web Site or www.cardzforbiz.com; (v) all materials used or displayed on the Licensee Web Site; (vi) any and all acts or omissions that occur in connection with the Licensee Web Site or Licensee’s Login; and (v) any breach by Licensee of the obligations of Licensee under this Agreement. Access: Licensee hereby acknowledges and agrees that access to the Licensee Web Site may be affected by telecommunication network activity, capacity, bandwidth, compatibility with third party communication equipment, and software. Licensor hereby disclaims and Licensee hereby waives any and all Licensor responsibility for any defects, failures, delays or service interruptions in connection with telecommunication network activity, capacity, bandwidth, and compatibility with third party communication equipment, and software.

On Line Store License Agreement

by heidifenskejohnson on Sep 30, 2009

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On Line Store License Agreement Document Transcript