Licensing Agreement

On-Line License Agreement
MYSTRATEGICPLAN.COM TERMS OF USE:
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, MYSTRATEGICPLAN.COM, INC. AND CUSTOMER AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF MYSTRATEGICPLAN.COM'S ON-LINE SERVICE. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO MYSTRATEGICPLAN.COM. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Welcome
As part of the Service, MyStrategicPlan.com will provide Customer with use of the Service, including a browser interface and data encryption, transmission, access and storage. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any materials available on the MyStrategicPlan.com website incorporated by reference herein, including but not limited to the Privacy and Security Statements. For reference, a Definitions section is included at the end of this Agreement.

Charges and Payment of Fees
Customer shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. MyStrategicPlan.com reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to Customer, which notice may be provided by e-mail.

Billing and Renewal
MyStrategicPlan.com charges and collects in advance for use of the Service. MyStrategicPlan.com will automatically renew and bill Customer's credit card or issue an invoice to Customer every month for the monthly subscription or every year for the annual subscription. The renewal charge will be equal to the then-subscription fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. MyStrategicPlan.com's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on MyStrategicPlan.com's income.

Customer agrees to provide MyStrategicPlan.com with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, MyStrategicPlan.com reserves the right to terminate Customer's access to the Service in addition to any other legal remedies.

For credit card payers, invoices will be generated at the start of a subscription or billing period and Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a subscription or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date.
Unless MyStrategicPlan.com in its discretion determines otherwise: (i) entities will be billed in U.S. dollars.

If Customer believes that the bill is incorrect, Customer must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Non-Payment and Suspension
In addition to any other rights granted to MyStrategicPlan.com herein, MyStrategicPlan.com reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes thirty (30) days or more delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or MyStrategicPlan.com initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that MyStrategicPlan.com may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees.

Money Back Guarantee
MyStrategicPlan online planning systems all include a 30-day money back guarantee. If you are dissatisfied with your service for any reason, you will receive a full refund (less bank processing fees) if you cancel your account within 30 days of the activation of your account.

Privacy & Security
MyStrategicPlan.com's privacy and security policies can be found in our licensing agreement. MyStrategicPlan.com reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.

License Grants
MyStrategicPlan.com grants Customer a non-exclusive, non-transferable worldwide right to use the Service, solely for Customer's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, Customer grants to MyStrategicPlan.com the non-exclusive, worldwide, right to use, copy, store, transmit and display Customer Data solely to the extent necessary to provide the Service as requested by Customer. Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the MyStrategicPlan.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. MyStrategicPlan.com shall not use the Customer Data for any purpose other than to provide the Service to Customer. All rights not expressly granted to Customer are reserved by MyStrategicPlan.com and its licensors.

Restrictions
You are permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. You agree not to reverse engineer the Service, or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service. You shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party. You shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device. You are advised to consult with your broker or other financial representative to verify pricing information prior to the execution of any security trade based upon the Content. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with Customer or otherwise changed job status or function and no longer require access to the Service.

Third-Party Interaction
Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content, (ii) modify or make derivative works based upon the MyStrategicPlan.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way, or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. MyStrategicPlan.com shall not use the Customer Data for any purpose other than to provide the Service to Customer.

Account Information and Data
All data submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not MyStrategicPlan.com's, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and MyStrategicPlan.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), MyStrategicPlan.com will make available to Customer a file of the Customer Data within 30 days of termination notice if Customer so requests. MyStrategicPlan.com reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's non-payment. Upon termination for cause, Customer's right to access or use Customer Data immediately ceases, and MyStrategicPlan.com shall have no obligation to maintain or forward any Customer Data.

Termination
This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one year, commencing on the date Customer agrees to pay for the Service by completing the online subscription form. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement effective upon the expiration of the then current term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. Customer agrees and acknowledges that MyStrategicPlan.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

MyStrategicPlan.com Ownership
MyStrategicPlan.com alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the MyStrategicPlan.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, MyStrategicPlan.com Technology or Intellectual Property owned by MyStrategicPlan.com to Customer. The MyStrategicPlan.com name, the MyStrategicPlan.com logo, and the product names associated with the Service are trademarks of MyStrategicPlan.com or third parties, and no right or license is granted to use them.

Representation & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. MyStrategicPlan.com represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online MyStrategicPlan.com help documentation under normal use and circumstances. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service and that Customer's billing information is correct.

Mutual Indemnification
Customer shall indemnify and hold MyStrategicPlan.com's, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties; or (iii) a claim arising from the breach by Customer or Users of this Agreement, provided in any such case that MyStrategicPlan.com (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases MyStrategicPlan.com of all liability and such settlement does not affect MyStrategicPlan.com's business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim.

MyStrategicPlan.com shall indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of MyStrategicPlan.com of the representations or warranties; or (iii) a claim arising from breach of this Agreement by MyStrategicPlan.com's; provided that Customer (i) promptly gives written notice of the claim to MyStrategicPlan.com's; (ii) gives MyStrategicPlan.com sole control of the defense and settlement of the claim (provided that MyStrategicPlan.com may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to MyStrategicPlan.com all available information and assistance; and (iv) has not compromised or settled such claim. MyStrategicPlan.com shall have no indemnification obligation, and Customer shall indemnify MyStrategicPlan.com pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer's products, service, hardware or business process(s).

Disclaimer of Warranties
MYSTRATEGICPLAN.COM AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; MYSTRATEGICPLAN.COM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;(III) THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND (IV) ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MYSTRATEGICPLAN.COM AND ITS LICENSORS.

Internet Delays
MYSTRATEGICPLAN.COM'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MYSTRATEGICPLAN.COM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.

General
With respect to all Customers, this Agreement shall be governed by Nevada law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Reno, Nevada. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and MyStrategicPlan.com as a result of this agreement or use of the Service. The failure of MyStrategicPlan.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by MyStrategicPlan.com in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Customer and MyStrategicPlan.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means this online services agreement, and any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the MyStrategicPlan.com website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by MyStrategicPlan.com from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service; "Customer, You or Customer's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to MyStrategicPlan.com via this web site; "Customer Data" means any data, information or material provided or submitted by Customer to MyStrategicPlan.com in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date Customer begins using the Service; "Initial Term" means the period during which Customer is obligated to pay for the Service equal to the billing frequency selected by Customer during the subscription process, i.e. if the billing frequency is quarterly, the Initial Term is one quarter; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature; "License Administrator(s)" means those Users designated by Customer who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms; "License Term(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the initial subscription for the Service and any subsequent order forms submitted online, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail; "MyStrategicPlan.com" means M3 Planning, Inc. a Nevada corporation, having its principal place of business at P.O. Box 8021, Reno, Nevada, 89507. "MyStrategicPlan.com Technology" means all of MyStrategicPlan.com's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by MyStrategicPlan.com in providing the Service; "Service(s)" means the specific edition of MyStrategicPlan.com's online strategic plan identified during the ordering process, developed, operated, and maintained by MyStrategicPlan.com accessible via http://www.MyStrategicPlan.com or another designated web site or IP address or ancillary services rendered to Customer by MyStrategicPlan.com's, to which Customer is being granted access under this Agreement, including the Saleforce.com Technology and the Content; "System Administrator(s)" means those Users designated by Customer who are authorized to create User accounts and otherwise administer Customer's use of the Service; "User(s)" means Customer's, employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by MyStrategicPlan.com at Customer's request).

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@mystratgegicplan.com
Copyright 2003, M3 Planning, Inc. All rights reserved