VONDERLAND STUDIOS SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (this .Agreement.) is between Vonderland Studios, Inc, a California corporation with principal offices at 359 E Magnolia Suite G, Burbank, CA 91502 (.Vonderland .), and it.s Client(s), a .Party., and collectively, the .Parties.).

1. SOFTWARE LICENSE

Subject to the terms and conditions set forth herein, Vonderland hereby grants toa Client a limited, non-exclusive, non-transferable worldwide license to use only for Client.s own business purposes, the computer programs in object code form and any updates, enhancements, modifications, revisions, additions, replacements or conversions thereof provided by Vonderland (collectively, the .Programs.), and any related documentation (the .Documentation.), all as set forth or identified on Schedule 1 hereto (collectively, the .Vonderland Software.).

2. FINANCIAL TERMS

2.1 Compensation. The financial terms governing compensation under this Agreement are set forth in a Schedule 2 attached hereto.

2.2 Taxes. Each Party shall be responsible for its respective tax obligations in connection with all payments due under this Agreement.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership of Vonderland Software. Vonderland owns all rights and title in and to the Vonderland Software and any other deliverables hereunder. Client agrees that it shall not, without the express written consent of Vonderland, decompile, disassemble, or reverse engineer the Vonderland Software.

3.2 Ownership of Content. As between the Parties, Client and its licensors solely own all rights to the Client websites and the Client web properties.

3.3 Reservation of Rights. No rights or licenses under any Party.s Intellectual Property Rights are granted to any other Party hereunder except as expressly set forth herein.

4. LIMITATION OF LIABILITY

4.1 EXCEPT WITH RESPECT TO A BREACH OF SECTION CONFIDENTIALITY) OR ANY INDEMNITY OBLIGATION UNDER SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST OR INACCURATE DATA OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2 EXCEPT WITH RESPECT TO A BREACH OF SECTIONS SECTION) OR ANY INDEMNITY OBLIGATION UNDER SECTION 6, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT THAT EXCEEDS THE LICENSE FEES PAID OR PAYABLE TO VONDERLAND STUDIOS HEREUNDER.

5. WARRANTIES

5.1 Power and Authority. Each of the Parties represents and warrants to the other Party that it has full corporate power and authority to enter into, and to perform its obligations under, this Agreement.

5.2 No Conflict. Each of the Parties represents and warrants to the other Party that its entering into, and performance of, this Agreement, does not violate any agreement between such Party and any Third Party.

5.3 Vonderland Warranty. Vonderland represents and warrants that it owns all right, title, and interest in and to the Vonderland Software, and the Vonderland Software shall not knowingly infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party.

5.4 No Other Warranties. Except as expressly set forth in this Agreement, VONDERLAND MAKES NO OTHER WARRANTY OR CONDITION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE VONDERLAND SOFTWARE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. VONDERLAND DOES NOT WARRANT THAT THE VONDERLAND SOFTWARE WILL BE FREE OF ERRORS OR DEFECTS, OR OPERATE CONTINUOUSLY.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold the other harmless against any damages, claims, costs or expenses (including, without limitation, reasonable attorneys. fees) arising out such party.s breach of any its respective representations or warranties hereunder. The indemnifying party (.Indemnifying Party.) shall pay all damages or settlement amounts finally awarded against the indemnified party (.Indemnified Party.) to the extent based on such a claim (including payment of reasonable attorneys' fees, court costs and costs of other professionals), provided that (a) the Indemnified Party notifies the Indemnifying Party promptly in writing of the claim, (b) the Indemnifying Party has sole control of the defense and all related settlement negotiations, and (c) the Indemnified Party provides the Indemnifying Party with all commercially reasonable assistance, information and authority to perform the above at the Indemnifying Party.s expense. Any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party.s written consent.

7. TERM AND TERMINATION

7.1 Term. Unless terminated earlier in accordance with the provisions set forth below, this Agreement will become effective on the Effective Date and shall remain in force for an initial term of one (1) year after the Effective Date (the .Initial Term.). This Agreement shall automatically renew for additional consecutive one (1) year periods (each a .Renewal Term.) thereafter, unless (i) either Party provides advance written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or any then-current Renewal Term, or (ii) the Agreement is previously terminated pursuant to Section 7.2. The Initial Term and any Renewal Terms are together referred to herein as the .Term..

7.2 Termination for Breach. In the event any Party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days (including the failure to pay monies owed when due) after being notified in writing thereof, any non-breaching Party may terminate this Agreement immediately by notifying the other Parties in writing.

7.3 Effect of Termination. Upon expiration or termination of this Agreement, (i) each Party shall return or destroy the Confidential Information (as defined herein) of each of the other Parties, (ii) Client shall return to Vonderland all copies of the Vonderland Software, and all materials relating to the foregoing, and delete all copies of the same from its servers. Accrued rights to payments, any remedies for breach and Sections 3 (Intellectual Property Rights), 4 (Limitation of Liability), 6 (Indemnification), 7.3 (Effect of Termination), 8 (Confidentiality) and 9 (Miscellaneous) of this Agreement will survive termination or expiration of this Agreement for any reason.

8. CONFIDENTIALITY

8.1 Each party acknowledges that by reason of its relationship to the other party under this Agreement it may have access to non-public information and materials (.Confidential Information.), including without limitation the terms of this Agreement, advertising statistics and registration or demographic information of end users, each party.s business plans, customers, technology and products. Each party agrees to maintain in confidence, refrain from disclosing to third parties and use only as permitted in this Agreement all Confidential Information received from the other, both orally and in writing; provided that the parties' obligations of non-disclosure under this Agreement will not apply to Confidential Information which: (a) is or becomes a matter of public knowledge through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party; (c) subsequent to disclosure, is rightfully obtained by the receiving party from a third party in lawful possession of such Confidential Information; (d) is independently developed by the receiving party; or (e) is required to be disclosed by law. Notwithstanding the foregoing, in the event that the receiving party or any party to whom it transmits the Confidential Information in accordance with the terms and conditions of this Agreement becomes legally compelled to disclose any of the Confidential Information, the receiving party shall provide the transmitting party with prompt written notice, so that the transmitting party may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the receiving party shall furnish only that portion of the Confidential Information which it believes in good faith is legally required and the receiving party shall exercise its good faith efforts to obtain reasonable assurance that confidential treatment will be accorded the Confidential Information.

9. MISCELLANEOUS

9.1 Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of acts of a governmental authority, riot, revolution, fires, war or other cause beyond the reasonable control of the Parties hereto (.Force Majeure.), the Party so affected will be excused from such performance until such Force Majeure is removed, provided that the Party so affected will use commercially reasonable efforts to avoid or remove such causes of non-performance. In no event will this provision apply to excuse a Party from any payment obligations under this Agreement.

9.2 Choice of Law; Venue. This Agreement will be interpreted and governed by the laws of the State of California, and each party hereto hereby consents, and waives any objection, to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County.

9.3 Waiver. The failure of either Party at any time to require performance of the other Party of any provision of this Agreement shall in no way affect the waiving Party.s right thereafter to require performance of the other of such provision, nor shall such failure be held to be a waiver of any succeeding breach of such provision or a waiver of such provision itself.

9.4 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

9.5 Assignment. Neither Party may assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without the other Party.s prior written consent, and any attempt to do so without that consent will be void; provided, however, that a Party may assign, without such consent, any of its rights or obligations under this Agreement in connection with a sale of all or substantially all of its assets to which this Agreement relates, or a merger or other reorganization transaction. Notwithstanding the foregoing, Vonderland shall have the right to use subcontractors to perform its obligations hereunder, provided that Vonderland shall remain responsible for such performance. This Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.6 Independent Contractor. The Parties hereto expressly understand and agree that each of them is an independent contractor in the performance of each and every part of this Agreement and each is solely responsible for all of its respective employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents in the performance of this Agreement. Neither Party has any authority, right or ability to bind or commit the other Party in any way and neither Party will attempt to do so or imply that it may do so. Except as expressly provided herein, neither Party shall have the right to exercise any control whatsoever over the activities or operations of the other Party.

9.7 Other Products. Nothing in this Agreement shall be construed as limiting or in any way affecting either Party.s marketing or distribution activities with respect to any of its own or Third Party products or services.

9.8 Notices. Any notice required or permitted pursuant to this Agreement must be in writing delivered by hand, overnight courier, facsimile, email or certified or registered mail to the address listed below and will be effective upon receipt:

Notices to Vonderland:
      Vonderland Studios, Inc.
      359 E Magnolia Blvd. Suite G
      Burbank, CA 91502

9.9 Amendment; Waivers. This Agreement shall not be modified or amended except by a writing signed by both of the Parties. No waiver of any provision hereof shall be effective unless made in writing by the Party to be charged with such waiver. The failure of either Party at any time to require performance of the other Party of any provision of this Agreement shall in no way affect the waiving Party.s right thereafter to require performance of the other of such provision, nor shall such failure be held to be a waiver of any succeeding breach of such provision or a waiver of such provision itself.

9.10 Counterparts. This Agreement may be executed in one or more counterparts, including facsimiles, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.

9.11 Entire Agreement. The terms and conditions herein contained, including all exhibits and schedules hereto, constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof. Except as expressly referenced herein, here are no other agreements, understandings, representations, or promises between the Parties with respect to the subject matter of this Agreement.

9.12 Construction. This Agreement is the product of negotiation between the Parties and their respective counsel. This Agreement will be interpreted fairly in accordance with its terms and conditions and without any strict construction in favor of either Party.

9.13 Headings. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement.

SCHEDULE 1

Vonderland Studios SOFTWARE

Vonderland Studios Content Management System (CMS) enables Licensee to create and edit content within Licensee.s website such as text, images, video and audio files. CMS also allows users to scale and crop images, compose layout of certain elements as well as capture and manage user information when such data is gathered via .Join. or contest registrations.

SCHEDULE 2

FINANCIAL TERMS

(a) For the initial one-year term of this Agreement, Licensee will pay Licensor fees as agreed to in a Contract, Proposal or Estimate. Licensee shall pay Licensor according to the amount and schedule set forth in the contract, Proposal or Estimate.

(b) For each Renewal Term, Licensee shall pay to Licensor _ _[dollar amount]_ _ at least 30 days prior to the commencement of such renewal term (each such payment a .Renewal Fee,. and, together with the Initial Fee and any other Renewal Fees, collectively, the .License Fees.). The payment of the Renewal Fee is a condition precedent to the renewal of the Term hereof.

(c) Licensee may be required to pay additional fees for installation and configuration of the Licensed Software, if requested.

(d) All other services (.Additional Services.) shall be set forth in a separate work order which shall set forth the Additional Services to be provided along with the applicable fees, to be mutually agreed in writing before the commencement of such Additional Services.


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