cpshop License Agreement NOTE TO USER: THIS IS A CONTRACT. Read this agreement carefully before installing marty.net software. By installing the software, you accept the terms of this agreement. If you do not agree with the terms and conditions of this agreement, do not install the software. This License constitutes an agreement between 1001 Media Group (sometimes referred to as "1001" or "We ") and the person or legal entity who has legally acquired a license from 1001 Media Group to use the Software (referred to as "you" or "Licensee"). 1001 Media Group grants to you a non-exclusive, "single-user" license to use the cpshop server application (the "Software") and the related documentation (the "Documentation") according to the terms and conditions set forth in this agreement. Without limiting the generality of the foregoing, the term "Software" shall also include any demonstration versions, replacements, modified versions, additions, and copies of the Software licensed to you by 1001 Media Group. If and only if you agree to the following terms and conditions, 1001 Media Group grants the Licensee, a non-exclusive license to use the Software as described below: 1. Use of the Software: (a) Subject to section 1(b), you as the Licensee of the Software may: * use the Software on any websites that you own for the sole purpose of generating sales through your CafePress.com stores; * may make one backup copy of the Software, provided your copy is for backup purposes only, that you copy all proprietary notices and licenses contained therein, and such copy is used only if the original copy is defective. (b) You as the Licensee of the Software may NOT: * use or permit the use of the Software or the output generated by the Software, or any part thereof, in or in association with any website that you do not own; * use or permit the use of the Software or the output generated by the Software, or any part thereof, in or in association with any website that is not registered as a store owner in good standing with CafePress.com; * use or permit the use of the Software or the output generated by the Software, or any part thereof, in or in association with fraudulent, pornographic, defamatory, immoral, infringing or illegal material; * use or copy the Software, or any part thereof, and/or Documentation except as permitted by the terms of the License; * use or permit the use of the Software, or any part thereof, as a trademark or service mark, or claim any proprietary rights of any sort in the Software or the output generated by the Software, or any part thereof; * sell, sublicense, distribute or otherwise grant rights or make available for use by others all or a portion of the Software or the output generated by the Software * make some or all of the Software file(s) available on your web page as a separate or downloadable reusable file. 2. Representations and Acknowledgments (a) The Licensee represents: * that it is a store owner in good standing with CafePress.com. (b) The Licensee acknowledges that: * 1001 Media Group is not connected, associates, or associated with CafePress.com in anyway with respect to the Software; * CafePress.com, without notice, may alter the format of the CafePress.com website which may render the Software inoperable or unable to perform its function; * Product sales on the Internet is a competitive undertaking and involves many other store owners competing for the same business and/or offering the same or similar products for sale, and also involves other factors that are constantly changing and/or are difficult to determine; * use of the Software does not guarantee that any product sales will be generated for the Licensee; * the Software retrieves data from the CafePress.com website using the Licensee's server which results in additional data traffic at the Licensee's server where the Software is installed; * the Licensee shall be responsible for any cost of data traffic on the Licensee's server that results from the use of this Software that may be charged by the Licensee's Internet Service Provider. 3. Restrictions on Use In order to use the Software, you must be a store owner in good standing with the CafePress.com website. You may not alter, merge, modify, adapt, de- compile or reverse engineer the Software in any way, unless (i) any and all changes are documented and transmitted to 1001 Media Group, so they may be incorporated into future releases and (ii) you do not remove, obscure or alter any of 1001 Media Group's copyright or other proprietary rights notices and (iii) any and all modifications are intended solely for the purpose of improving the cohesion with the Licensee's web service and (iv) you acknowledge that modifications to the Software may render the Software unsupportable and (v) you accept and agree that 1001 Media Group is not responsible for repairs to modifications and (vi) you accept and agree that such modifications may render future upgrades to the Software incompatible and unusable. You may not loan, rent, lease, license or sub-license this Software or any copy. You may transfer the Software to another party provided (i) you transfer the Software and all documentation and media and (ii) you do not retain any copies and (iii) you notify 1001 Media Group by e-mail that you have done so and (iv) the other party agrees to accept the terms and conditions of this agreement. The License granted to you by this agreement is effective until terminated. You may terminate the License at any time by destroying all copies of the Software and Documentation. 1001 Media Group may terminate your License if you violate any part of this agreement or as otherwise provided in this agreement. This License shall automatically terminate if you are not or are no longer a storeowner of CafePress.com. In the event of termination, you must immediately destroy all copies of the Software and Documentation. 4. Limitation of Warranties & Liability (a) The Software is provided "As Is". 1001 Media Group makes no warranty or representation, promise or guarantee, express or implied with respect to this Software or Documentation including non-infringement of third party rights, quality, performance, merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, 1001 Media Group does not and cannot warrant the performance or results that you may obtain by using the Software or Documentation. (b) You assume the entire risk as to the quality and performance of the Software. In developing this Software, 1001 Media Group has attempted to ensure that the Software performs its function when it is used in accordance with the instructions provided in the Documentation. Nonetheless, errors can occur and/or CafePress.com may alter its CafePress.com website so as to render the Software unable to perform its function. In the event that the Software is not able to perform its function for whatever reason, 1001 Media Group may terminate this License without any further obligation to you. 1001 Media Group does not warrant that the Software is free from bugs, errors or other application limitations. (c) In no event shall 1001 Media Group be liable for any indirect, special, incidental, economic, or consequential damages arising out of the use of or inability to use the Software or Documentation, even if advised of the possibility of such damages. In the event any liability is imposed on 1001 Media Group, the liability of 1001 Media Group to you or any third party shall not exceed the purchase price you paid for the Software and Documentation. (d) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 4 SHALL (I) APPLY IRRESPECTIVE OF THE CAUSE OF ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF A FUNDAMENTAL CONDITION OR TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY; AND (II) SURVIVE A FUNDAMENTAL BREACH. (e) Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, and in such a case, those particular limitations may not apply to you. 5. Notice of Copyright, and Trademarks All trademarks and registered trademarks are the property of their respective owners. The Software is owned by 1001 Media Group, and its structure, organization and code are the valuable trade secrets of 1001 Media Group. The Software is also protected by Canadian Copyright law and International Treaty Provisions. All rights are reserved by 1001 Media Group. Copying, duplicating, selling or otherwise distributing any part of the Software without the prior written consent of 1001 Media Group is prohibited. 6. Governing Law and General Provisions This License will be governed by the provincial laws of the Province of Ontario and the federal laws of Canada excluding the application of its conflicts of law rules. This License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by Canada or any other export laws, restrictions or regulations. This License constitutes the entire agreement between you and 1001 Media Group. There are no warranties, representations or other agreements between you and Cusimano.Com Corporation in connection with the subject matter of this License, except as indicated herein. No representation or warranty not set forth herein has been made or relied upon by you as an inducement to the entering into this License. The headings used in these License are for convenience only and shall not affect the interpretation. The rights and remedies conferred upon 1001 Media Group under this License shall not be deemed exclusive but shall be cumulative and in addition to all other rights and remedies of 1001 Media Group existing at law or in equity. If any provision in this License is determined to be void, invalid, or unenforceable, in whole or in part, by a Court of competent jurisdiction for any reason, it shall not be deemed to affect or impair the validity or enforceability of any other provision of this License and such unenforceable provision or part thereof as the case may be shall be treated as severable from this License.