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Mailout Interactive ASP Services Agreement

This ASP Services Agreement (this " Agreement ") dated as of March 2, 2005 (" Effective Date ") is entered into by and between Mailout Interactive Inc. operating as Industry Mailout, an Alberta Corporation, located at Suite 221, 10113-104 Street, Edmonton, Alberta T5J 1A1 (" ASP ") and you (Customer).

WHEREAS, ASP is in the business of providing software products that it makes available to its customers, in connection with other services, over the Internet; and

WHEREAS, Customer desires to access and use certain ASP products and services.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the parties hereto agree as follows:

Services.

Service Orders . Subject to the terms and conditions of this Agreement, ASP shall provide to Customer the services described in one or more " Service Orders " in substantially the form attached hereto as Schedule A (the " ASP Services "). From time to time, the parties may add new Service Orders, which, upon execution by both parties, will the subject to the terms and conditions of this Agreement. ASP Services to be provided under Service Orders may consist of any or all of the following:

Access, Support and Training Services . If so indicated on the applicable Service Order, ASP shall provide Customer with remote access to certain ASP software products (" Software "), to be hosted and operated on ASP's computer servers, as specified in the applicable Service Order (" Access Services "), according to the service levels indicated in Schedule B . ASP shall provide Customer with the maintenance and technical support for use of the Software as specified in Schedule C (" Support Services "). Customer will have the option to expand the scope of the ASP Services to increase the licensed number of User IDs, or otherwise change the scope of the Access Services, upon payment of additional license fees for such expanded scope as set forth in ASP's then-current price list (or as otherwise set forth in the Service Order). ASP shall provide Customer with the training for use of the Software as indicated in Schedule A .

Consulting Services . If so indicated on the applicable Service Order, ASP shall provide Customer with consulting or other professional services as specified in Schedule D (" Consulting Services ").

No License, Reservation of Rights . ASP hereby reserves all rights in the Software and ASP Services. Nothing on this Agreement will be deemed to grant any license therein. Customer shall not reverse engineer or otherwise attempt to derive source code from the Software.

Customer Work Product . Subject to ASP's rights in the Software and all materials provided by ASP, Customer will retain all rights in any reports, databases, or other materials created by Customer using the Software.

Named Users . All Access Services will be subject to the restrictions in this Section 2 unless otherwise indicated in the Service Order. The Software allows Customer to set up user accounts and related user identification numbers (" User IDs ") and passwords. Customer may allow any person designated by Customer to use the Access Services (each, an " End User "), however, in the event Customer designates End Users other than employees of Customer, the use of Access Services by such non-employee End Users will be subject to such End User agreeing to (by "clicking through" on-line or other suitable means determined by ASP) an end user agreement in a form reasonably designated by ASP. Customer may have only as many User IDs activated at any one time for Access Services as the number of End Users specified in the applicable Service Order. A User ID will be deemed activated when the end users logs in to ASP Services .

Updates, Upgrades, and New Products. ASP may update the Access Services and the hardware and Software used to provide them from time to time. ASP shall include in the Access Services provided hereunder any such updates that ASP generally provides to its customers free of charge; however, nothing in this Agreement will obligate ASP to provide Access Services that include any upgrade (i.e. revisions to the Access Services that include new features or substantial increases in functionality), unless such upgrade is described in a Service Order.

Fees and Billing.

Fees . Customer shall pay all fees due according to the Service Order.

Billing and Payment Terms. Unless otherwise indicated in the applicable Service Order, ASP shall invoice Customer monthly in advance for fees for all ASP Services, and payment of fees will be due within 30 days after the receipt of invoice. All payments must be made in U.S. dollars unless otherwise stated in the invoice. Late payments hereunder will accrue interest at a rate of 1 ½% per month, or the highest rate allowed by applicable law, whichever is lower.

Taxes . All payments required by this Agreement exclude all sales, value-added, use, on other taxes and obligations, all of which Customer shall pay in full, except for taxes based on ASP's net income.

Customer's Obligations.

No Resale . The Access Services are for use by Customer and its End Users only, and only for Customer's internal business purposes, and not for resale to any third party.

Support Responsibilities of Customer . ASP's obligations to provide Support Services are subject to the following:

Customer shall provide ASP with access to End Users to duplicate and resolve errors.

Customer shall provide super­vision, control and management of the use of the Access Services.

Customer shall document and promptly report all errors or malfunctions in the Access Services to ASP. Customer shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such proce­dures have been received from ASP.

[Customer shall maintain a current backup copy of all data used by the Software.]

Confidential Information.

Confidential Information . Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, including the terms and conditions of this Agreement (" Confidential Information "). Each party shall not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and shall take reasonable precautions to protect the confidentiality of such information.

Exceptions . Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.

Representations and Warranties.

Warranties by Customer.

Customer Materials . Customer represents and warrants that Customer's services, products, materials, data, and information used by Customer in connection with this Agreement as well as Customer's and End Users' use of ASP Services does not and will not during the term of this Agreement operate in any manner that would violate any applicable law or regulation. Customer hereby represents and warrants that any data, content, or materials used, stored or created by Customer in the course of using the Access Services will comply with all applicable laws, and will not infringe the copyright, trade secret, privacy, publicity, or other rights of any third party.

Breach of Warranties. In the event of any breach, or reasonably anticipated breach, of any of Customer's warranties herein, in addition to any other remedies available at law or in equity, ASP will have the right to immediately, in ASP's sole discretion, suspend any related Access Services if deemed reasonably necessary by ASP to prevent any liability for ASP.

Warranties and Disclaimers by ASP. THE ASP SERVICES ARE PROVIDED "AS IS," AND CUSTOMER'S USE OF THE ASP SERVICES IS AT ITS OWN RISK. ASP DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ASP DOES NOT WARRANT THAT THE ASP SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Limitations of Liability.

Exclusions . ASP WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, EVEN IF ASP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

Maximum Liability . ASP'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY CUSTOMER TO ASP HEREUNDER FOR THE PRIOR TWELVE (12) MONTH PERIOD.

Basis of the Bargain; Failure of Essential Purpose . Customer acknowledges that ASP has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

Indemnification.

ASP's Indemnification of Customer . ASP shall, at its own expense, defend or at its option settle any claim brought against Customer to the extent it alleges infringement of any copyright, trade secret, patent or trademark of any third party by the provision of the ASP Services hereunder, provided that Customer provides ASP with (i) prompt written notice of such claim; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. The foregoing provisions of this Section 9.1 state the entire liability of ASP, and the sole remedy of Customer, with respect to any actual or alleged claim of infringement or misappropriation of intellectual property rights, or any intellectual property non-infringement warranty.

Term and Termination.

Term . This Agreement will be effective commencing on the Effective Date, and continuing indefinitely thereafter unless and until terminated according to the provisions of this Section 10.

Termination.

For Convenience. Either party may terminate this Agreement for convenience upon written notice at any time during which no Service Order is in effect.

For Cause. Either party will have the right to terminate this Agreement, or the applicable Service Order, if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of Customer's failure to pay fees, which must be cured within five days after receipt of written notice from ASP. Either party may terminate this Agreement if: (i) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (ii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.

Effect of Termination . Upon the effective date of expiration or termination of this Agreement: (a) ASP may immediately cease providing ASP Services, however, ASP shall use reasonable efforts to assist Customer in transferring Customer's data to Customer or another service provide (such services to be deemed Consulting Services hereunder, and subject to ASP's customary fees on a time and materials basis unless otherwise set forth in a Service Order); (b) any and all payment obligations of Customer under this Agreement will become due immediately; (c) within 30 days after such expiration or termination, each party shall return all Confidential Information of the other party in its possession at the time of expiration or termination and shall not make or retain any copies of such Confidential Information except as required to comply with any applicable legal or accounting record keeping requirement.

Survival . The following provisions will survive any expiration or termination of the Agreement: Sections 1.2, 1.3, 4, 6, 7, 8, 9, 10.3 and 11.

Miscellaneous Provisions.

Force Majeure . Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war or terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses commercially reasonable efforts to correct promptly such failure or delay in performance.

Government Regulations . Customer shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside Canada in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the Canadian Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

Non-Solicitation. Customer acknowledges that the employees and consultants of ASP who perform ASP Services are a valuable asset to ASP and are difficult to replace. Accordingly, Customer shall not, for the term of this Agreement and for a period of twelve (12) months thereafter, solicit for employment any employee, independent con­trac­tor, or ASP performing Consulting Services hereunder. In the event Customer breaches the provisions of this Section 11.4, the parties agree that it would be difficult to determine the amount of actual damages to ASP that would result from such breach. The parties further agree that in the event Customer breaches the provisions of this Section 11.4, Customer shall pay ASP liquidated damages of $25,000 for each such breach, which is the parties' good faith estimate of the amount of damages to ASP from such breach.

Governing Law; Severability; Waiver. This Agreement is made under and will be governed by and construed in accordance with the laws of the Province of Alberta without regard to the principles of conflicts of laws. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of ASP. Any attempted assignment or delegation without such consent will be void. ASP may assign this Agreement in whole or part. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid to the address for the applicable party first written above, or at such other address as may hereafter be furnished in writing by either party hereto to the other. Such notice will be deemed to have been given as of the date it is delivered, mailed or sent, whichever is earlier.

Relationship of Parties. ASP and Customer are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between ASP and Customer. Neither ASP nor Customer will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein .

9.9 Entire Agreement; Counterparts. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

Customer's and ASP's authorized representatives have executed this Agreement to indicate their assent to its terms.