ActualScripts, Company.

TERMS AND CONDITIONS OF DISTRIBUTOR AGREEMENT

Distributor License Terms

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DISTRIBUTION OF SOFTWARE. DISTRIBUTION OF SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

1. License.

   In this license agreement ("License Agreement"), you, the holder of the license rights granted by this Agreement, are referred to as "Licensee" or "You". In accordance with the terms and conditions of this License Agreement, ActualScripts, Company ("Licensor" or "us" or "we") grants Licensee the non-exclusive license, to distribute the accompanying software ("Software") and documentation ("Documentation"), in return for a commission. In this License Agreement, the Software and Documentation and any copies or modifications are referred to as the "Licensed Product". All rights to and in the Licensed Product, all copies and derivative works, including, but not limited to, copyrights and trade secret rights, belong to Licensor and Licensor holds title to each copy of the Software. Licensee shall not to, directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, copy, or reproduce the Licensed Product except as provided for in this License Agreement.

2. Term and Termination.

   This License Agreement is effective until terminated. Licensor may terminate this License Agreement if Licensee breaches any of the terms and conditions contained herein. Upon termination of this License Agreement for any reason, all Proprietary Information of Licensor in the possession of Licensee or under its control, shall be immediately returned to Licensor. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor's proprietary rights shall survive termination. End user licenses properly granted pursuant to this License Agreement and prior to termination of this License Agreement shall not be diminished or abridged by the termination of this License Agreement.

3. License fees.

   This License Agreement shall have no force or effect unless and until Licensee shall have submitted to ActualScripts, Company all applicable license fees in full. All such fees are exclusive of any taxes, duties, licenses, fees, excises or tariffs now or hereafter imposed on Licensee's production, licensing, sale, transportation, import, export or use of the Software or Licensee Programs, all of which shall be the responsibility of Licensee, other than taxes attributable to ActualScripts, Company income.

4. Redistribution and Use.

   Redistributions of the Licensed Product must retain the copyright notices as they appear in each source code file, must reproduce the Copyright Notice, Logo or Trademark as they appear in user interface of the Licensed Product, the Software License Terms for end user. Licensee shall not send or cause to be sent any unsolicited email ("spam"), including newsgroup postings, regarding Licensed Product or services involving Licensed Product. Licensee agrees to indemnify, hold harmless, and defend Licensor from and against any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the Licensed Product.

5. Limited Warranty.

   Licensor does not warrant that the functions contained in the Licensed Product will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error-free.

   THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PRODUCT IS WITH LICENSEE.

6. Limitation Of Liability.

   LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE MEDIA. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS OR LOSS OF USE, ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION OR FOR ANY INSTALLATION SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

7. Technical Support.

   Once you have licensing as distributor of the Licensed Product, technical support is available via e-mail and help boards. Technical support for end user is provided directly or through Licensee and may be discontinued for older versions of our products at any time. In case of using a version for which support has been discontinued, it will need to upgrade to a newer version in order to receive further support.

   In order to receive technical support, it must be an unedited copy of the Software running on web server. The only sections of code that may be edited are those that are mentioned in the documentation for the Software. Any other editing of the Software will result in the loss of technical support. We do not provide technical support for modified Software.

   For technical support requests, please allow 12-18 hours for a response. We do not have a 24-hour staff to handle the requests we get, so please be patient when requesting assistance. We do not provide telephone tech support at this time. To date, we have been able to successfully resolve ALL tech support issues through e-mail and the help boards, so just because we don't offer phone support doesn't mean we can't help.

   The tech support staff will be able to assist you with problems you encounter with the Software itself (software generated error messages). It is assumed that your server meets the requirements of the software. The tech support staff cannot offer server administration services to get your server properly configured to run the software.

   If you alter or modify the Software which results in the Software ceasing to function or not to function properly, there will be an additional fee if you require us to correct the error.

8. Confidentiality.

   Your personal information will be kept confidential and will not be disclosed to a third party unless we are presented with a court order ordering us to do so. We reserve the right to use your web site URL as an example for other potential distributors to view. We reserve the right to link to your site while this License Agreement is effective.