User Agreement

This is a legal Agreement registered users of the DIGITAL MAIL MAKER^sm service (“User”) and Digital Mail Maker (“DMM”). This Agreement sets forth the terms and conditions governing the delivery of services by DMM and the payment for and use of such services by User.

During the term of this Agreement, User shall pay DMM the charges described in the DMM written price quote for the DIGITAL MAIL MAKER^sm services selected by User and attached hereto (“Price Terms”). The DIGITAL MAIL MAKER^sm Terms and Conditions listed below are a part of this Agreement and are incorporated herein by reference. This Agreement has been reviewed by and approved by either User or an authorized representative of User and becomes effective on the date that User’s information and acceptance of this Agreement is transmitted to DMM in Carlsbad, California (the “Effective Date”).

DIGITAL MAIL MAKER^sm TERMS AND CONDITIONS

During the term of this Agreement, User may access DMM's browser-based, online electronic mail and document delivery service known as DIGITAL MAIL MAKER^sm (the “Network”) on the following terms and conditions:

1. ACCESS TO NETWORK.
(a) DMM grants to User a nontransferable, nonexclusive license to access the Network during its normal hours of operation solely for the purpose of sending electronic mail and documents in the regular course of User's business.
(b) DMM reserves the right at any time and without prior notice to User to change the Network's hours of operation or to limit User's access to the Network in order to perform repairs, make modifications or as a result of circumstances beyond DMM's reasonable control. DMM may add or withdraw products or services to or from the Network from time to time or change prices for transactions and will notify User of such changes.

2. WARRANTY OF USER.
User represents that it is not in the business of licensing, selling, or creating a computer-assisted, online electronic mail and/or document delivery service. User further represents that it is not engaged in a business that is in direct or indirect competition with DMM.

3. BILLING AND PAYMENT.
All charges for the DIGITAL MAIL MAKER^sm services purchased by the User will either be billed to User by DMM and will become due and payable within 15 days of the invoice date or will be immediately charged to a credit card authorized by User. All charges are exclusive of local sales, use, personal property and similar taxes, which will be paid by User.

4. INTELLECTUAL PROPERTY RIGHTS.
Any and all images, photographs, animations, audio, music, text and/or software incorporated in the Network is owned by DMM and/or its suppliers and is protected by United States copyright laws and international treaty provisions. User shall not translate, modify, disassemble or create derivative works of any part of the Network and may not use the Network, or any part thereof, in the development of a website. User may not transfer, lend, time-share, decompile or reverse engineer any part of the Network and shall not remove any copyright or trademark notices. DIGITAL MAIL MAKER^sm is a service mark of Binary Jungle, Inc. This Agreement does not limit any rights that DMM may have under trade secret, copyright, patent, trademark or other laws.

5. MODIFICATIONS.
DMM may modify the terms of this Agreement upon thirty (30) days prior notice. User may terminate this Agreement without charge within thirty (30) days after the announcement of any such modifications upon written notice to DMM.

6. USERNAMES AND PASSWORDS; ACCESS TO THE NETWORK.
User's personnel shall access the Network using a username and password selected by the User’s designated Account Administrator. The Account Administrator may add or subtract users as desired without notice to DMM. Each user present at any time for any length of time on the Network in a calendar month will be charged the monthly user fee specified in the Price Terms. Users deleted in a calendar month will not be charged in the following calendar month. Minimum use fees may apply as agreed to in the Price Terms.

7. UNAUTHORIZED USE.
User is responsible and will be billed for all use of the DIGITAL MAIL MAKER^sm services made by usernames associated with User regardless of whether access to the username account on the Network is via unauthorized use. The parties agree that User and/or its designated Account Administrator shall solely be responsible for the security of User’s account. If User learns or suspects that unauthorized use of its account is taking place, User’s Account Administrator shall immediately take action to change access to or delete the unauthorized username from the Network to avoid recurring monthly charges for the unauthorized use.

8. AVAILABILITY OF ADDITIONAL PRODUCTS.
DMM will from time to time make available to User other products and services made generally available by DMM to users of the Network, on such terms and conditions as DMM deems appropriate. This Agreement alone does not grant User access to or use of other DMM's products and services, other than DIGITAL MAIL MAKER^sm. User acknowledges that User may be required, as a condition precedent to the use of additional products, to enter into additional agreements with DMM or third parties with respect to those products.

9. OWNERSHIP.
User acknowledges that it obtains only license rights under this Agreement and acquires no ownership rights, title or interest, including without limitation copyrights, to the Network, its contents or programming or to the Additional Products. User acknowledges the validity of this Agreement, and DMM’s exclusive right, title and interest in and to the Network and the intellectual property contained therein under all applicable trademark, copyright, intellectual property and unfair competition laws. User shall not in any manner represent or claim that it has any ownership interest in the Network (or any component thereof) and shall not knowingly in any way do or cause to be done, or assist others in doing or causing to be done, any act or thing contesting or in any way impairing DMM’s right, title and interest in and to the Network and the intellectual property contained therein or the validity of this Agreement. User acknowledges that, except for the rights licensed by this Agreement, User has no interest in the Network or any components thereof.

10. EXPORT RESTRICTIONS.
User agrees that neither it nor its clients/customers intend to or will, directly or indirectly, export or transmit information to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export, Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

11. U.S. GOVERNMENT RESTRICTED RIGHTS.
Access to the Network is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Right in Technical Data and Computer Software clause at DFARS 252.227-701 3 or subparagraph (c)(1) and (2) of the Commercial Computer Software--Restricted Rights 48 CFR 52.227-19, as applicable. Manufacturer is Binary Jungle, Inc., 2131 Las Palmas Drive, Suite B, Carlsbad, CA 92009.

12. DISCLAIMER OF WARRANTIES.
EXCEPT AS PROVIDED ABOVE, THE NETWORK AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE NETWORK ARE PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DMM DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE NETWORK, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. DMM DOES NOT WARRANT THAT THE NETWORK OR ANY RELATED SERVICES OR CONTENT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES DMM WARRANT ACCESS TO THE INTERNET, THE NETWORK OR TO ANY OTHER SERVICE OR CONTENT. THIS WARRANTY GIVES THE USER SPECIFIC LEGAL RIGHTS, AND THE USER MAY HAVE OTHER RIGHTS AS WELL, WHICH VARY FROM STATE TO STATE. LIMITATION OF LIABILITY AND DAMAGES THE ENTIRE LIABILITY OF DMM FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE USER FOR ACCESS TO THE NETWORK AND RELATED SERVICES OR CONTENT PURCHASED FROM DMM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DMM AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF DMM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE USER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DMM AND THE USER. DMM WOULD NOT BE ABLE TO HAVE PROVIDED ACCESS TO THE NETWORK OR SERVICES WITHOUT SUCH LIMITATIONS.

13. USER'S REMEDIES AND DMM'S LIABILITY.
IN NO EVENT SHALL DMM OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES TO OTHER GOODS OR EQUIPMENT, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF CUSTOMERS OR CLIENTS OF USER FOR SUCH COSTS.

14. TERM OF AGREEMENT; EFFECTS OF TERMINATION.
(a) The term of this Agreement shall extend from the Effective Date and shall continue unless terminated by either party upon thirty (30) days prior notice, or as otherwise provided herein.
(b) In the event of any other default by either party, and a failure to cure such default within ten (10) days after receipt of notice thereof, the non-defaulting party may immediately terminate this Agreement.

15. GENERAL CONDUCT OF USER
User acknowledges and agrees that it (and not DMM) is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) posted or delivered via the Network via User’s account. User hereby guarantees the accuracy, integrity and quality of any Content posted or delivered via the Network through User’s account. User agrees not to post, upload or otherwise transmit:

(a) any Content related to inappropriate subject matters or Content which is misleading;
(b) any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(c) any Content that User does not have a right to post and transmit under any law or contractual or fiduciary relationships;
(d) any Content, such that such posting, uploading, or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(e) any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(f) any materials which imposes an unreasonable large load on DMM’s infrastructure;
(g) any Content that is harmful to minors;
(h) any Content that intentionally or unintentionally violates any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(i) Content that is misleading or impersonates any person or entity or falsely states or otherwise misrepresents User’s affiliation with a person or entity;
(j) Content with manipulated, forged or disguised identifiers;
(k) Content promoting harm or providing instructional information about illegal activities;
(l) Content that might be considered “spam.”

16. COMPLIANCE WITH LAWS.
User shall not use the Network in a manner contrary to or in violation of any applicable
federal, state, or local law, rule, or regulation, including without limitation the copyright laws and statutes regarding spam. User acknowledges that the sending of unsolicited e-mails, spam or offensive e-mails is strictly prohibited and that DMM, in its sole discretion, may immediately terminate User’s account based upon such conduct. User hereby agrees and acknowledges acceptance of DMM’s Privacy and Anti-Spam Policies available for review on the DIGITAL MAIL MAKER^sm website.

17. INDEMNIFICATION.
(a) User will indemnify, defend and hold harmless DMM, its officers, directors, employees and agents against any and all direct or indirect losses, claims, demands, expenses (including attorneys' fees) or liabilities of whatever nature or kind arising out of User's access to the Network, its use or distribution of any electronic mail and/or attachments or the Additional Products, except for claims expressly covered by the warranty provided in § 12 hereof. User agrees to indemnify, defend and hold harmless DMM, its officers, directors, employees and agents from any and all expenses, damages, fines and other liability it may be held responsible for as a result of User’s violation of DMM’s Privacy and Anti-Spam Policies. In the event User directly or indirectly causes a spam complaint, in addition to all other amounts DMM may be entitled to recover from User, User agrees to pay $100 for each spam complaint plus applicable state, county or federal fines if User does not have proof that the complaining recipient opted-in to your e-mail list. This paragraph shall survive termination of these Terms and Conditions and/or this Agreement.
(b) DMM will indemnify and hold User, its officers, directors, employees and agents, harmless against any claim that the Network infringes upon a United States copyright or patent; provided User immediately notifies DMM in writing of the existence of such claim, permits DMM to assume the defense of such claim, and cooperates with any reasonable requests of DMM in connection with such defense.


18. GENERAL.
(a) The validity and performance of this Agreement shall be governed by California law (without reference to choice of law principles), except as to copyright and trademark matters, which are covered by federal laws. This Agreement is deemed entered into at Carlsbad, California, and shall be construed as to its fair meaning and not strictly for or against either party.
(b) This Agreement may not be assigned by User in whole or in part without the prior written consent of DMM.
(c) DMM shall have the option to post on DIGITAL MAIL MAKER^sm site, all notices from DMM to User required or permitted under this Agreement
(d) Failure by either party to insist in any one or more cases upon the strict performance of any of the terms and conditions of this Agreement shall not be considered a waiver or
relinquishment for the future of any such term or condition or of any other term or condition.
(e) The terms and conditions set forth in this Agreement constitute the entire agreement of the parties on the subject matter hereof, and any additional or different terms or conditions set forth in any other document, including without limitation any User purchase order, shall be of no effect. The Representatives of DMM are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on DMM, other than in writing signed by an officer of DMM.
(f) If any provision of this Agreement is invalid or unenforceable under applicable law, then it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.
(g) This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one agreement binding on all parties. Each of the parties agree that by selecting the check box indicating acceptance of this Agreement is evidence of the user’s execution of this Agreement and shall be effective as an original signature and may be used in lieu of a written signature for any purpose.
(h) Should User have any questions concerning this Agreement, or if User desires to contact Binary Jungle, Inc. for any reason, please telephone, fax or write:

DIGITAL MAIL MAKER^sm - Customer Service
PO Box 770
Solana Beach, CA 92075
Phone: (866)-713-8227
Fax: (760) 929-2990