DynAds(tm) SOFTWARE LICENSE AGREEMENT DynAds Copyright (c) 2001-2002 by Dr.Mehmet Oner DynAds is a trademark, all rights reserved. END USER LICENSE AGREEMENT (EULA) 1.INTRODUCTION This is an Agreement between the Licensor, Dr.Mehmet Oner, publisher of certain computer software, and the purchaser (Licensee), for the purpose of specifying the conditions under which Licensee will use the software, and related user documentations. 2.DEFINITIONS "Software" shall mean the proprietary computer software program, modules and documentation of DynAds software supplied to the Licensee by the Licensor. "Licensee" shall mean an individual or company and includes Licensee's divisions and departments within Licensee's organization at the Licensed websites, if any, but shall not include wholly or partially owned subsidiaries, affiliates, or independent third parties. "Licensed website" shall mean one website within the scope of one (1) domain, or a subhosted domain if Licensee's website is hosted under another's domain. 3.LICENSE GRANT Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms and conditions set forth in this Agreement, a non-exclusive and non-transferable license to use Software as set forth in this Agreement. This license grants the Licensee the right to: i. use the Software for internal operations on processing units located only at the Licensed website ii. use and copy Software for Licensee's internal operations at the licensed website iii. make backup copies of Software. iv. modify the Software for Licencee's own use. Such modifications do not give any additional rights to Licensee other than the ones granted in this license Agreement. In accepting the license granted by Licensor, Licensee agrees that it shall not: i. sell, transfer license or allow the transfer of copies of Software ii. use Software on CPUs at websites other than the licensed website iii. make copies or make use of Software except as expressly set forth in this Agreement iv. sell, lend or transfer the use and/or the services of Software to third parties v. attempt to reverse engineer Software. Any rights not expressly granted to Licensee are retained by Licensor. 4.ITEMS PROVIDED BY LICENSOR Upon receipt of payment which shall execute this license, Licensor shall provide unlimited access to online Software download section of the Licensor's website for Licensee to produce as many copies of Software subject to the restrictions of this Agreement provided that Licensee supplies Licensor with the proper identifying information requested (receipt number, website address, e-mail address...) to grant access. 5.PAYMENT BY LICENSEE In consideration for the license granted by Licensor for the use of Software as set forth herein, Licensee agrees to pay a license fee stated at the Licensor's website at the time of payment. The license fee payable by Licensee under this Agreement are net of applicable taxes. Licensee is solely responsible for any taxes or assessed fees which are or may become due by reason of this Agreement. 6.ENHANCEMENTS AND SUPPORT Licensor shall make available to Licensee all updates and enhancements to Software. Licensee may accept any update or enhancement at the time it is offered to Licensee by paying the applicable update charge or fee, if any. Licensor shall have the sole discretion to determine the update fee or charge. Use of all such updates and enhancements by Licensee shall be subject to the terms and conditions of this Agreement. 7.TERM OF LICENSE The term of this Agreement shall commence upon receipt of License Fee payment by the Licensor or the Licensor's agent or representative and shall continue for the life of the Software version licensed. The Agreement shall continue in effect unless earlier terminated as provided below. 8.TERMINATION OF AGREEMENT In the event of a material default by Licensee or Licensee' agent or representative, of any provision of this Agreement, the Licensor may terminate this Agreement immediately. The Licensee is required to destroy all copies of Software, and all backups, immediately upon receipt of written notice by email or postal mail of such a termination. This obligation shall survive the termination of this Agreement. 9.COPYRIGHT AND PROPRIETARY INFORMATION Licensee acknowledges that Software and all user's documentation and other supporting material constitute valuable property of Licensor and that all title and ownership rights in Software and related materials remain exclusively with Licensor. Licensor reserves all rights with respect to Software and user's documentation under all applicable laws for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks and patents. Except as otherwise provided in this Agreement, Licensee shall not cause or permit unauthorized copying, reproduction of disclosure of any portion of the Software, or any instructions, manuals, or other documentation, or the delivery or distribution of any part thereof to any third person or entity, for any purpose whatsoever, without the prior written permission of Licensor. This restriction shall continue to bind Licensee and its agents and representatives beyond the termination of this Agreement. 10.CONFIDENTIALITY. The parties to this Agreement will take all reasonable steps to ensure that any material or information identified by either party to be confidential ("Confidential Information"), which the other party has possession or knowledge of in connection with this Agreement, will not be disclosed to others, in whole or in part, without the prior written permission of the other party. Neither party will have the obligation to maintain the confidentiality of any data or information which (i) was in the receiving party's lawful possession prior to receipt from the other party, (ii) is later lawfully obtained by the receiving party from a third party having no obligation of secrecy to the other party, (iii) is available to the public through no act or failure of the receiving party, (iv) is readily available in the public domain, or (v) is independently developed by the receiving party. The receiving party will immediately return or destroy any or all Confidential Information that has been provided to it by the other party, upon the other party's request. 11.SOFTWARE WARRANTY Licensor warrants the Software to conform to the description of its function and performance. In the event that the Software does not perform in accordance with this warranty, Licensor agrees to repair or fix any non-conformity free of charge, or to refund any amount paid by Licensee for the Software. Software that does not perform in accordance with its description due to the reason that the code or related files are changed by anyone other than Licensor, will not be covered by this warranty. 12.REFUNDS In the event that Licensor refunds any amounts paid by Licensee for the Software, pursuant to Paragraph 11 above, Licensee understands and agrees that this Agreement and the Software license are terminated, and Licensor will withdraw all Software, code and related documentation provided under this Agreement. Upon receipt of such refund, Licensee agrees that it will no longer use, display or otherwise control the Software, code or related documentation for which the refund was issued. 13.LIMITATION OF WARRANTIES LICENSEE ACCEPTS SOFTWARE "AS IS", "WITH ALL FAULTS", AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR ACCEPTS NO RESPONSIBILITY FOR THE OPERATION OR PERFORMANCE OF SOFTWARE. THE ENTIRE RISK OF USE AND CONSEQUENCES OF USE OF SOFTWARE FALLS COMPLETELY ON THE LICENSEE AND LICENSOR SHALL NOT BE LIABLE IN ANY RESPECT FOR ANY CLAIMS, LOSS OR INJURY ALLEGED TO HAVE RESULTED FROM USE OF OR IN RELIANCE ON SOFTWARE. IN THIS RESPECT, LICENSEE SHALL COMPLETELY INDEMNIFY AND DEFEND FOR ANY SUCH CLAIM, LOSS OR INJURY AS PROVIDED BELOW. LICENSEE ACKNOWLEDGES THAT IT HAS READ THE FOREGOING DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY AND UNDERSTANDS THAT LICENSEE ASSUMES THE ENTIRE RISK OF USE OF THE SOFTWARE. 14.INDEMNIFICATION LICENSEE SHALL INDEMNIFY AND DEFEND AGAINST ANY AND ALL CLAIMS, INCLUDING CLAIMS BY THIRD PARTIES OR EMPLOYEES OF LICENSEE, WHICH ARISE DIRECTLY OR INDIRECTLY OUT OF LICENSEE'S USE OR OPERATION OF SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY LICENSEE THROUGH THE USE OF SOFTWARE, WHETHER OR NOT SUCH DAMAGES WERE DISCLOSED TO, OR REASONABLY FORESEEN. 15.LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE USE OF THE SOFTWARE BY ANY PERSON, REGARDLESS OF WHETHER LICENSOR IS INFORMED OF THE POSSIBILITY OF DAMAGES IN ADVANCE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, LICENSOR'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. LICENSEE HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF ITS TERMS AND CONDITIONS.