IMIRUS SERVICES & SOFTWARE LICENSE AGREEMENT

This agreement updated on 12/1/08.

BY EXECUTING THE DIGITAL SERVICES WORK ORDER, YOU OR THE ENTITY THAT YOU REPRESENT ("LICENSEE OR PUBLISHER") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS IMIRUS SOFTWARE AND SERVICES LICENSE AGREEMENT ("AGREEMENT"). LICENSEE ACKNOWLEDGES AND AGREES THAT USE OF THE IMIRUS SERVICE OR IMIRUS SOFTWARE OR ACCESS TO IMIRUS SYSTEMS, AND ANY FILES PROVIDED TO US ("COMPANY OR IMIRUS") IS ALSO SUBJECT TO THESE TERMS.

IF LICENSEE ONLY DESIRES TO PARTICIPATE IN THE IMIRUS NEWSSTAND PROGRAM, SECTIONS 1, 2, 13 AND 14 ONLY APPLY TO THIS AGREEMENT. IF LICENSEE DESIRES TO PARTICIPATE IN ANY IMIRUS DIGITAL EDITION AND SERVICES PROGRAMS, ALL OTHER SECTIONS OF THIS AGREEMENT WILL BECOME IN AFFECT WITH THE EXECUTION OF THE DIGITAL SERVICES WORK ORDER BETWEEN THE PARTIES.

1.0 DEFINITIONS

2.0 NEWSSTAND-ONLY PARTICIPATION – SUBSCRIPTION AGENT AUTHORIZATION

Participation in the iMirus Newsstands is Free with no obligation to continue. IMIRUS and its affiliate Newsstand partners do not support adult-oriented or pornographic content, or political publications that support acts of terror of any kind. For publications that are placed on the Newsstands, IMIRUS reserves the right to discontinue subscription offers to its networks upon thirty (30) days written notice via email to the Publisher, unless Publisher and IMIRUS have entered into a separate agreement. Publisher may discontinue participation in any or all Newsstands at any time.

The Publisher Remit Rate for all print and digital magazines subscriptions, single-issue sales, or article sales is 30% of the gross sale from the Newsstand.

If Publisher utilizes a Fulfillment Company, all print subscription orders and Remits will be cleared through iMirus and sent directly to the Fulfillment Company in accordance with their policies and procedures. For digital orders, iMirus will act as the Fulfillment Company, and at the request of the Publisher, IMIRUS may integrate with Publisher’s Fulfillment Company in accordance with their application-programming interface (API) to manage digital fulfillment. Publisher acknowledges that a fee may apply to create and/or activate this service, and will be defined in the Digital Services Work Order.

If Publisher does not utilize a Fulfillment Company, Publisher agrees to fulfill all print subscription or single copy sales orders, in a timely fashion (at least within six weeks of order transaction date.) If in the event, Publisher does not fulfillment said subscription orders within six weeks of the Newsstand Transaction Date, then Publisher agrees to accept all liabilities with said orders.

IMIRUS or its Newsstand partners will provide refunds upon written cancellation notice from a user, and a refund will be provided to the user in direct proportion to any unserved issues. Digital single copy sales or digital article downloads will only be refunded if user does not receive or cannot view the digital issue or article.

IMIRUS and its affiliate or partner Newsstands agree that subscription pricing for products appearing in the IMIRUS or partner Newsstands will only be set and/or changed by the Publisher.

IMIRUS is a member of the Audit Bureau of Circulations, ABC Member# 1001990. The IMIRUS ABC Letter may be provided to Publishers upon request.


3.0 DIGITAL SERVICES-ONLY PARTICIPATION - IMIRUS SOFTWARE LICENSE

4.0. CONFIDENTIALITY

Licensee acknowledges that the Software and Services constitute and contain confidential, proprietary and copyrighted information and subject matter of IMIRUS and IMIRUS Parties ("Confidential Information"). Licensee agrees to not, directly or indirectly, without IMIRUS's prior written consent, use the Confidential Information for any purpose other than as expressly permitted under this Agreement; divulge, discuss, provide, transmit, copy, make available or otherwise communicate the Confidential Information to a third party; or permit any third party to use such Confidential Information. "Confidential Information" shall not include information that is shown by competent evidence: (a) is in or enters the public domain without breach of this Agreement; (b) was possessed by Licensee prior to first receiving it from IMIRUS or an IMIRUS Party; (c) was developed by Licensee independently and without use of or reference to the Confidential Information; or (d) was received by Licensee from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Notwithstanding the foregoing, each party shall be permitted to disclose Confidential Information of the other party if such disclosure is required by law, provided that the party required to disclose Confidential Information of the other party shall (a) give prompt notice of such requirement to the other Party so it will have the opportunity to seek a protective order or other appropriate remedy; and (b) cooperate in the other party’s attempts to obtain confidential treatment of such Confidential Information.

IMIRUS acknowledges that Data, reports, email addresses, customer contacts and other information derived from the Licensee’s use of the Software and Services will remain strictly confidential and IMIRUS agrees to not share, reproduce or make available the data, reports, email addresses, customer contact and other information to any 3rd party without the express written permission from Licensee or forced by an act of litigation or law.

5.0 USE OF TRADENAMES AND TRADEMARKS

This Agreement does not grant to any party a license to use any trademark, trade name, or logo of the other party, and each party recognizes that the trademarks, trade names, and logos of the other party represent valuable assets of that party and that substantial recognition and goodwill are associated with such trademarks, trade names, and logos. Each party hereby agrees that it shall not use or permit any third party to use, at any time, the other party’s trademarks, trade names, or logos.

6.0 COPYRIGHTS AND OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY

The copyrights and ownership to the iMirus Software and Intellectual Property including but not limited to the: design, functionality, documentation, reports, development tools and processes, source code, executable files, image maps, architecture, applications, interfaces, databases, and database schemes are the exclusive ownership of IMIRUS.

7.0 INJUNCTIVE RELIEF

Each party acknowledges that a violation of Sections 3, 4, 5 and 6 of this Agreement would cause irreparable harm to the other party for which no adequate remedy at law exists and each party therefore agrees that, in addition to any other remedies available, the aggrieved party shall be entitled to seek injunctive relief to enforce the terms of Sections 3, 4, 5 and/or 6. The prevailing party shall be entitled to recover all costs and expenses, including reasonable attorney’s fees incurred because of any such legal action.

8.0 HARDWARE AND SERVICE REQUIREMENTS

IMIRUS is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services that provide either public or secure access to the Software and Services as defined in the Digital Services Work Order. Licensee is solely responsible for acquiring, servicing, maintaining and updating its own or affiliates equipment, computers, software and communications services that host its own website or websites. Licensee agrees to access and use the Software and Services in accordance with any and all operating instructions or procedures that may be issued by IMIRUS, and amended by IMIRUS from time to time. IMIRUS and the IMIRUS Parties do not make any commitments with respect to use or performance of the Software and Services with browsers other than Safari, FireFox, Netscape, or Internet Explorer 7.0 or higher or Internet connection speeds less than standard DSL.

9.0 PERFORMANCE

Licensee understands and agrees that the operation and availability of the systems used for accessing and interacting with the Software and Services, including, computer networks and the Internet or to transmit information, whether or not supplied by Licensee or IMIRUS, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the Software and Services. IMIRUS and the IMIRUS Parties are not in any way responsible for any such interference with or prevention of Licensee's access and/or use of the Software and Services.

10.0 TRAINING AND SUPPORT

Unless Licensee and IMIRUS enter into a separate agreement, IMIRUS will not provide any training or on-site support to Licensee relating to the Software and Services, other than the pre-go live and post-go live implementation of Licensee’s first Digital Edition. IMIRUS will provide Licensee with (a) commercially reasonable telephone and email support for the Software and Services during normal business hours; and (b) updates and enhancements for the Software and Services, to the extent that IMIRUS generally makes such updates and enhancements available to Licensees without a separate charge.

11.0 INDEMNIFICATION

Licensee agrees to defend, indemnify and hold IMIRUS and each IMIRUS Party, as well as the directors, officers, agents, and employees of IMIRUS and each IMIRUS Party, harmless from any losses, liabilities, damages, actions, claims or expenses (including reasonably attorneys' fees and court costs) arising or resulting from Licensee's breach of any term of this Agreement or caused by acts or omissions performed by Licensee or under Licensee's Password or any password issued by Licensee to Administrative Users.

12. TERMINATION

Licensee's right to use the Software and Services shall be effective from the date Licensee executes this Agreement and signs the Digital Services Work Order, and shall terminate when Licensee ceases all access and use of the Software and Services and provides IMIRUS with notice of such termination or as otherwise provided in this Agreement. IMIRUS may terminate this Agreement immediately if Licensee breaches a material term of this Agreement and fails to remedy that breach within five (5) business days after notice from IMIRUS. If in the event License terminates this agreement without cause, other than for reasons mentioned in section 3.4 of this agreement, Licensee agrees to pay IMIRUS an early termination fee in accordance with the terms in the Digital Services Work Order. Upon termination of this Agreement, all rights, including the License granted to Licensee, under this Agreement will cease and Licensee's access to the Software and Services may be disabled. Upon termination of this Agreement, Sections 3.2 through 3.9, 4, 5, 6, 7, 11, 12 and 13A, 13C and 13D of the Agreement, along with all payment obligations under this Agreement, shall survive such termination.

13. MISCELLANEOUS

A. Modifications. This Agreement is the complete and exclusive statement of the agreement between Licensee and IMIRUS. This Agreement may not be modified by Licensee except upon mutual agreement by the parties in writing signed by an authorized officer of IMIRUS. IMIRUS reserves the right, at any time, to change the terms of this Agreement, including its privacy policy, by providing Licensee with notice of such changes. Any use of the Software and Services by Licensee after IMIRUS's publication or email of any such changes shall constitute Licensee's acceptance of the Agreement as modified. B. Force Majeure. IMIRUS will not be responsible for any failure to perform due to causes beyond its reasonable control, including, acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military authorities, national disasters, strikes and the like. C. Governing Law and General Provisions. This Agreement will be governed by the laws of the State of Oklahoma, excluding the application of its conflicts of law rules. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms. The words "and" as well as "or" shall be interchangeable to provide the broadest interpretation, and the word "including" shall mean "including without limitation" and "including but not limited to" to provide the broadest interpretation. The headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. IMIRUS's failure to exercise or enforce any right or power under this Agreement shall not constitute a waiver of such right or power. D. Nothing contained in this Agreement is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedy under or by reason of this Agreement, except with respect IMIRUS Parties who shall be deemed third party beneficiaries under this Agreement but solely with respect to those terms that specifically reference an IMIRUS Party or the IMIRUS Parties.

14. ACKNOWLEDGEMENT & ACCEPTANCE

By executing the Digital Services Work Order, you are acknowledging and accepting the terms and conditions of this IMIRUS SERVICES & SOFTWARE LICENSE AGREEMENT.