Date of Issuance: November 1st, 2017

1.0 Parties to the Agreement

1.1 PARTIES

Mage Plugins, Inc. located at 418 E Lakeside Ave #100, Coeur d'Alene, Idaho 83814, herein referred to as “Company”; and Client in use of Company’s products or Services, herein referred to as “Client”, collectively referred to as “Parties”.

Client wishes to be provided with and use the products and Services, defined herein, by Company and Company agrees to provide the products and Services to the Client in accordance with this agreement.

1.2 RELATIONSHIP

The relationship of the Parties established by this Agreement is that of vendor and vendee, and all Services by the Company as contemplated by this Agreement shall be performed by it as an independent contractor. The full cost and responsibility for hiring, firing and compensating employees of the Company shall be borne by the Company.

Company reserves the right to assign subcontractors to the services to ensure quality and on-time completion.

2.0 Services Performed

2.1 DEFINITION

Any duty, labor or thing produced by labor or effort performed by Company on behalf of Client, is herein referred to as “Services”.

3.0 Consideration for Services

3.1 GENERAL HOURLY RATE

The compensation for Services under this agreement will be based upon the hourly rate of ninety-five dollars per man hour, any costs to Company associated with providing Services on behalf of Client shall be billed to Client, unless otherwise expressly agreed in writing.

3.2 BILLING

Company will issue invoice immediately upon Client’s order for Services and every two weeks thereafter if there are outstanding charges against the Client. Client agrees to pay for Services, including costs associated with providing said Services, upon receipt of invoice, using the payment options offered by Company.

Any charges payable under this agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Company to the Client under this agreement and such shall be payable by the Client to the Company in addition to all other charges payable hereunder.

3.3 LATE FEES

A late fee of up to one hundred dollars or twenty percent, whichever is greater, for each late invoice shall be assessed, after ten days of Client’s receipt of invoice. When any part of the Services or other charges due from a Client remains unpaid for no less than fourteen consecutive days, Company may suspend, terminate and/or repossess Services at Company’s discretion.

When any part of the Services or other charges due from a Client remains unpaid for no less than thirty consecutive days, Company may solicit the Services of a collection agency, at Company’s discretion, to collect the remaining unpaid balance.

4.0 Confidentiality

Parties may disclose confidential information one to the other to facilitate work under this Agreement . Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:

  1. is already known to the party to which it is disclosed;
  2. is or becomes part of the public domain without breach of this Agreement;
  3. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement;
  4. is critical to the performance of third party contractors in ordinary course of providing Services to the client.

5.0 Publication

The Client may publish or disclose information regarding the Services and shall acknowledge the support of Company in all such publications. The Client will not use the name of Company, in any advertising or publicity without the prior written approval from the Company.

The Company will not use the name of Client, in any advertising or publicity without the prior written approval from the Client, excluding the publication of Client’s name and/or web address on the Company’s website.

6.0 Licensing

6.1 INTELLECTUAL PROPERTY AND LICENSING

The license terms of this agreement form a binding agreement between Parties, which apply to the Services, which includes the media on which it was received, if any. These terms also apply to any Company updates, supplements, Internet-based Services, and support for Services, unless other terms accompany those items. If so, those terms apply.

By accepting Services provided by Company, Client accepts this agreement. If Client does not accept this agreement, they have the right to refuse Services. Accepting Services by Company also operates as consent to the transmission of certain information during acceptance, activation and/or validation of Services.

All Services provided by Company are licensed on a per copy, per device basis. A hardware partition or blade, or mirrored instance are considered to be separate devices.

The components of the Services are licensed as a single unit. Client may not separate components and install them on different devices.

Company’s Services are licensed, not sold. This agreement only grants privileges to use Services and components included with Services. Company reserves all other rights. Unless applicable law gives Client more rights despite this limitation, Client may use the Services only as expressly permitted in this agreement. In doing so, Client must comply with any technical limitations with the Service that only allows Client to use said Service in certain ways. Client is not permitted to:

  1. work around any limitations in the Service;
  2. reverse engineer, decompile or disassemble the Service, except and only to the extent that the applicable law expressly permits, despite this limitation;
  3. make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
  4. publish Service for others to copy;
  5. use the Service in any way that is against the law;
  6. rent, lease or lend the Service; or
  7. use the Service for commercial hosting services.

6.2 AGENCY

Client may have access to fonts, images, clip art, animations, sounds, music, video clips, templates and other forms of content, known as “media”, provided with the Services or as part of a component offered with a Service. Client may copy for backup purposes, projects and documents. Client may not:

  1. sell, license or distribute copies of the media by themselves or as a product if the primary value of the product is the media;
  2. grant Client’s customers rights to further license or distribute the media;
  3. license or distribute for commercial purposes media that include the representation of identifiable individuals, governments, logos, trademarks, or emblems or use these types of images in ways that could imply an endorsement or association with Company’s Services, entity or activity; or
  4. create obscene or scandalous works using the media.

6.3 TRIAL SERVICES

Some or all of the Services may be licensed on a trial basis. Client’s rights to use trial services are limited to the trial period. The trial services and length of the trial period are set forth during the application, activation or registration process.

Client may have the option to convert trial rights to subscription or perpetual rights. Conversion options will be presented to Client at the expiration of the trial period. After the expiration of the trial period without conversion, Company may suspend, terminate or repossess part or all of the Services offered during the trial period.

6.4 SUBSCRIPTIONS

If Client has licensed Services on a subscription basis, Client’s rights to use the Services are limited to the subscription period. Client may have the option to extend the subscription or convert to a perpetual license. If Client extends the subscription, Client may continue using the Service until the end of the extended subscription period.

After the expiration of subscription Services, Company may suspend, terminate or repossess part or all of the services offered during the subscription period.

6.5 IMPROPERLY LICENSED

If Services are found to be counterfeit, improperly licensed, or a non-genuine Service, then the functionality or experience of using the Service may be affected. Company may, at its own discretion:

  1. provide notice that the Service is improperly licensed or a non-genuine Service; Client may
  2. receive reminders to obtain a properly licensed copy of the Service; or
  3. need to follow Company’s instructions to be licensed to use the Service; Client may not be able to
  4. use or continue to use the Service or some of the features of the Service; or
  5. obtain certain Services from Company.

6.6 INTERNET-BASED SERVICES

Company provides Internet-based Services associated with Services. Such Internet-based Services may change or cancel at any time, without notice.

6.7 PROOF OF LICENSE

Client’s proof of license is the original receipt of purchase. Proof of purchase may be subject to verification by Client’s merchant records.

6.8 TRANSFER OF LICENSE

Client may sell or transfer a perpetual license of the Service and this agreement, by transferring the genuine proof of license directly to a third party. The Client must remove the software before transferring it separately from the licensed device. The selling party may not retain any copies of the software. Before any permitted transfer, the other party must agree that this agreement applies to the transfer and use of the Service. If the Service is an upgrade, any transfer must also include all prior versions of the software.

7.0 General Provisions

7.1 GOVERNING LAW

If Client acquired the Service in the United States, Delaware state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where Client lives governs all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.

7.2 LIMITATION ON AND EXCLUSION OF DAMAGES

Client may recover from Company and it’s suppliers only direct damages up to the amount Client paid Company for the Service. If the license has been transferred, the receiving party forfeits all rights to collect damages from Company. Client cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.

This limitation applies to:

  1. anything related to the Service, content (including code) on third party Internet sites, or third party services; and
  2. claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if:

  1. repair, replacement or a refund for the Service does not fully compensate Client for any losses; or
  2. Company knew or should have known about the possibility of the damages.

Any conflict between law and this agreement that may render any part of this agreement void shall not render any other condition or the entire agreement void, but shall apply only to the affected conflicts.

7.3 COLLECTION COSTS

In the event that Company incurs legal fees, costs and disbursements in an effort to collect invoices, in addition to interest on the unpaid balance, Client agrees to reimburse Company for these expenses.

7.4 LIABILITY

The Client agrees to indemnify and hold harmless Company against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Services at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

7.5 LIMITED WARRANTY

If Client follows the instructions, the Service will perform substantially as described in the Company materials that Client received in or with the Service.

The limited warranty covers the software for one year after acquired by the first Client. If Client received supplements, updates, or replacement Services during that year, they will be covered for the remainder of the warranty or thirty days, whichever is longer. If the first Client transfers the Service, the remainder of the warranty will apply to the recipient.

To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited warranty. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee or condition lasts.

This warranty does not cover problems caused by Client’s acts (or failures to act), the acts of others, or events beyond Company’s reasonable control. Warranty is immediately void if the Service is modified by any person other than Company, in any way after its receipt.

7.6 TERMINATION FOR CAUSE

Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.

In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the Client, if the Client materially breaches its obligations to make payment pursuant to this Agreement.

7.7 REMEDY FOR BREACH OF WARRANTY

Company will repair or replace the Service at no charge. If Company cannot repair or replace the Service, Company will refund, at their sole discretion, up to the amount shown on the proof of license. Company will also repair or replace supplements, updates or replacement Services at no charge.

Client must disable and remove all copies of the Service and return any media and other associated materials to Company with proof of license to obtain a refund. These are Clients only remedies for breach of the limited warranty.

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