APPLICATION SERVICES AGREEMENT


THIS AGREEMENT ("Agreement") between:

LICENSOR: ControlBox Corp. 7801 NW 37th Street Suite LP201 Miami, FL 33166 USA
And LICENSEE

RECITALS
 
WHEREAS, Licensor is engaged in the business of licensing Software and leasing time/access to certain remote application Servers;
WHEREAS, Licensee desires to retain Licensor to license software and to provide corresponding services relating thereto;
NOW, THEREFORE, Licensor and Licensee agree as follows:

1. Grant of License

Subject to the terms and conditions herein, Licensor hereby grants Licensee a nonexclusive license to (i) access and execute ControlMoney (the "Software") on Licensor's application server over the Internet, and (ii) transmit data related to Licensee's use of the Software over the Internet for legitimate and lawful purposes.

2. Use and Access
        A. Subject to the restrictions on use as set forth herein, Licensee will have access to the Software and Licensor's application server for the purpose of using the software for its intended purpose and in accordance with the specifications set forth in any documentation relating to the Software provided by Licensor (which will be attached hereto or otherwise deemed not applicable). Such use and access will be on a continuous twenty four (24) hour per day basis except for interruptions by reason of maintenance or downtime beyond Licensor's reasonable control.
        B. Licensee will only use the Software for its internal business operations and will not permit the Software to be used by or for the benefit of anyone other than Licensee. Licensee will not use the Software or related applications/services for any unlawful purpose whatsoever. Licensee will not have the right to re-license or sell rights to access and/or use the Licensed Software or to transfer or assign rights to access or use the Software, except as expressly provided herein. Licensee may not modify, translate, reverse engineer, decompile or create derivative works based upon the Software. Licensee agrees to use the Software in a manner that complies with all applicable laws including but not limited to intellectual property and copyright laws. Licensor expressly reserves all rights not expressly granted to Licensee herein.
        C. Licensee will not: (i) transmit or share identification or password codes to persons other than authorized users permitted hereunder (ii) permit the identification or password codes to be cached in proxy servers and accessed by individuals who are not authorized users permitted hereunder, or (iii) permit access to the software through a single identification or password code being made available to multiple users on a network.
        D. The Licensor shall not be liable for any illegal Licensee activity that may or may not relate to the use of Licensor’s software or servers. Furthermore, the Licensee agrees to pay all reasonable legal fees, accounting expenses, costs, etc. that Licensor may incur as a direct result of any investigation that has begun as a result of Licensee’s work or conduct. The Licensee agrees to have sufficient controls and protocols in place so as to insure that Licensee complies with the laws that regulate their industry and business. The Licensee hereby agrees to reimburse all expenses that Licensor may have to incur as a result of any investigation derivate from the Licensee work of conduct. Furthermore, Licensee agrees that Licensor may file liens against Licensee for the expenses incurred by Licensor due to the investigations, terminate all services, etc. when Licensor is made aware of any investigation whatsoever. Licensee hereby agrees and understands that NO fees will be refunded if Licensor has to terminate services for any such cause.
        E. All modifications requested by the Licensee can be used in futures releases of the Software.
        F. Licensee shall provide access to their agent network, all agencies accessing the software must have a signed “Agent Agreement” between Licensee and agent.

3. Pricing and Fees

Subject to prices and fees shown on www.controlbox.net

4. Technical Support

Licensor will provide hosting maintenance and database daily backup with a secondary site for replication. Licensor will supply telephone support regarding the Software to Licensee on a reasonable and necessary basis during normal weekday business hours from Monday to Saturday 8am to 6pm. Eastern Standard Time, excluding legal holidays. Additionally, Licensor will, if necessary, provide reasonable support to Licensee through electronic and/or written correspondence.

5. ASP – Application service provider

Licensor will provide servers and physical location to host the software assuring:
    • Up time 24/7/365 • Excellent response time for USA, Europe and Latin America
    • State-of-the-art facilities located in a AAA-rated building
    • Fully redundant core switches, routers, and load balancers
    • 24 x 7 environment and network monitoring and response
    • SSL / HTTPS access to the software
    • CA validation if requested

6. Term and Termination

        A. The initial term of this Agreement will commence the day the web site interface for the Software is accessible via the Internet, (within a commercially reasonable time after payment is received) and will continue for a period of six (6) months. Thereafter this Agreement will automatically renew for successive six (6) months periods unless either party may gives the other party not fewer than thirty (30) days written notice of its intent not to renew, or unless terminated earlier under the terms contained within this Agreement.
        B. Either party may terminate this agreement for material breach, provided, however, that the terminating party has given the other party at least twenty-one (21) days written notice of and the opportunity to cure the breach. Termination for breach will not preclude the terminating party from exercising any other remedies for breach. Licensor may unilaterally terminate this contract without notice if in fact Licensor is made aware of any investigation relating to Licensee.
        C. Licensee may terminate this agreement with twenty-one (21) days written notice after one (1) month of service.

7. Ownership of Intellectual Property

Title to any proprietary rights in the Software or Licensor's web site will remain in and be the sole and exclusive property of Licensor. Licensee will be the owner of all content created and posted by Licensee.

8. Confidentiality

        A. Licensee acknowledges that the Software and other data on Licensor's application server embodies logic, design and coding methodology that constitute valuable confidential information that is proprietary to Licensor. Licensee will safeguard the right to access the Software and other software installed on Licensor's application server using the same standard of care that Licensee uses for its own confidential materials.
        B. All data pertaining to Licensee disclosed to Licensor in connection with the performance of this Agreement and residing on Licensor's application server will be held as confidential by Licensor and will not, without the prior written consent of Licensee, be disclosed or be used for any purposes other than the performance of this Agreement. Licensor will safeguard the confidentiality of such data using the same standard of care that Licensor uses for its own confidential materials. This obligation does not apply to data that: (i) is or becomes, through no act or failure to act on the part of Licensor, generally known or available; (ii) is known by Licensor at the time of receiving such information as evidenced by its written records; (iii) is hereafter furnished to Licensor by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by Licensor as evidenced by its written and dated records and without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by Licensee. Further notwithstanding the forgoing, disclosure of data will not be precluded if such disclosure: (i) is in response to a valid order of a court or other governmental body of the United States or foreign country; (ii) is otherwise required by law; or (iii) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.

9. Warranty and Disclaimer

Licensor warrants the Software is developed and will be provided in conformity with generally prevailing industry standards. Licensee must report any material deficiencies in the Software to Licensor in writing within thirty (30) days of Licensee's discovery of the defect. Licensor's exclusive remedy for the breach of the above warranty will be for Licensor to provide access to replacement Software within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.

10. Limitation of Liability, Indemnification

Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Licensee will indemnify and hold Licensor harmless against any claims incurred by Licensor arising out of or in conjunction with Licensee's breach of this Agreement, investigations that are a result of Licensee’s behavior or lack thereof as well as all reasonable costs, expenses and attorneys' fees incurred therein. Licensor's total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee to Licensor during the twelve-month period immediately preceding the occurrence or act or omission-giving rise to the claim.

11. Relation of Parties

Nothing in this Agreement will create or imply an agency relationship between the parties, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.

12. Non-assignment

Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party, and such consent will not be unreasonably withheld. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.

13. Arbitration

Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Florida.. The arbitration will be held in Florida. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

14. Attorneys' Fees

If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.

15. Severability

If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

16. Force Majeure

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

17. Waiver and Modification

The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.