PUBLISHER AGREEMENT PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS PUBLISHER AGREEMENT ("AGREEMENT") BEFORE CREATING A WHITELABELMESSENGER USING THE ENVIRONMENT. BY APPROVING THIS AGREEMENT, YOU (A) ACKNOWLEDE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS OF THIS AGREEMENT; AND (B) YOU AGREE TO BE BOUND BY THE WHITELABELMESSENGER PUBLISHER AGREEMENT AVAILABLE AT http://www.WhiteLabelMessenger.com.

I DEFINITIONS . "WhitelabelMessenger" means all of the technology offered by Adoptim to Publisher and/or third parties, including, but not limited to: the Environment; WhiteLabelmessenger creation and configuration tools; WhitelabelMessenger Components (that are owned by WhiteLabelMessenger); Hosted whitellabelMessenger Pages; promotional banners; reports and analytics; and other tools and/or products and/or features offered by WhiteLabelMessenger. "End User" means an individual, human user who installs and/or uses a WhitelabelMessenger apps that was created using the Environment. "Environment" means WhitelabelMessenger online platform or website through which Publisher can create, maintain and customize WhitelabelMessenger apps, WhitelabelMessenger apps Components and other components offered by WhiteLabelMessenger. "EULA" means the End-User License Agreement provided exclusively by WhiteLabelMessenger, which End Users must approve upon installation of any WhitelabelMessenger apps that was created using the Environment. "Hosted WhitelabelMessenger apps Pages" means web pages with basic predefined content provided by WhiteLabelMessenger, which are automatically generated in the Environment for each WhitelabelMessenger apps, including but not limited to: personal start page, support and WhitelabelMessenger apps-related information pages, gadget and add-on pages, and WhitelabelMessenger apps download page. The Hosted WhitelabelMessenger apps Pages may also contain content which is added by the Publisher and content which may be added by End Users. Publisher may opt not to use the Hosted WhitelabelMessenger apps Pages by default. "Intellectual Property Right(s)" means: (i) all patentable inventions, all improvements thereto and all patents, patent applications and patent disclosures; (ii) all registered and unregistered trademarks, service marks, trade names, trade dress, logos and registrations and applications for registration thereof; (iii) all copyrights in copyrightable works, and all other rights of authorship, and all applications and registrations in connection therewith; (iv) all trade secrets and confidential business and technical information (including research and development, know-how, proprietary knowledge, formulas, technology, engineering, production and other designs, drawings, engineering notebooks, industrial models, software and specifications); and (v) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media). "Publisher" means an individual or entity that creates a WhitelabelMessenger apps using the Environment and/or distributes such WhitelabelMessenger apps to End Users. Publisher's identifying details are those provided by Publisher during the registration process upon creating a WhitelabelMessenger apps or as provided otherwise upon WhiteLabelMessenger’s prior written approval. "Publisher Materials" means logos, marks, links, images, texts, applications, gadgets, web pages, technology and any other content which is added by Publisher to the WhitelabelMessenger apps and/or the Hosted WhitelabelMessenger apps Pages and/or the content on Publisher Website or on Publisher marketing materials (other than WhiteLabelMessenger’s Intellectual Property Rights and images, components or content that is owned or licensed by WhiteLabelMessenger). "Publisher Website" means any web domain and/or website owned and/or operated by Publisher or by a third party licensed by Publisher. "WhitelabelMessenger apps" means the WhitelabelMessenger apps created and/or customized by Publisher using the Environment, which when installed as an add-on to a web browser by End Users, provides such End Users with various features, components and content that are owned by WhiteLabelMessenger, Publisher and/or any third party. "WhitelabelMessenger apps Components" means features within the WhitelabelMessenger apps or directly related to the WhitelabelMessenger apps that are available for the use of End Users (such features may include but are not limited to: WhitelabelMessenger apps Search Box, buttons, RSS feeds, web gadgets, alert boxes, links, security components and others). "WhitelabelMessenger apps Default Web-Search Engine" means the primary web-search engine available within the search-box component of a WhitelabelMessenger apps. "WhitelabelMessenger apps Privacy Policy" means a privacy policy created by WhiteLabelMessenger regarding the use of the WhitelabelMessenger apps by Publisher which is available at http://www.WhiteLabelMessenger.com, as updated by WhiteLabelMessenger from time to time. "WhitelabelMessenger apps Search Box" means a search-box component located on the WhitelabelMessenger apps into which End Users may enter search queries. "Web-Search Results Page" means a web page that is generated for each referral of search query to the WhitelabelMessenger apps Default Web-Search Engine. The Web-Search Results Page includes the results of the search query and a search box for continuous searches of the same web-search engine.

II. APPROVAL Publisher may approve the terms and conditions of this Agreement by either signing this Agreement offline and sending the signed copy to WhiteLabelMessenger or by selecting the check box next to the sentence that says, "I AGREE TO THE TERMS AND CONDITIONS OF THE PUBLISHER AGREEMENT" (or similar language that indicates the Publisher's consent) upon creating a new WhitelabelMessenger apps using the Environment (the “Consent Check Box”). WhiteLabelMessenger shall have the right, in its sole discretion, to accept or decline Publisher’s entry into this Agreement. Do not select the Consent Check Box or use the Environment unless you have carefully read, understood, and agreed to the terms and conditions of this Agreement. Publisher hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. Unless WhiteLabelMessenger declines its engagement with Publisher hereunder, this Agreement is entered into as of the date the Publisher accepts the terms and conditions of this Agreement. Each individual or entity that uses the Environment to create or maintain a WhitelabelMessenger apps will be deemed to have consented to be bound by the terms and conditions of this Agreement and the WhitelabelMessenger apps Privacy Policy, as shall be updated from time to time.

III. WHITELABELMESSENGER CUSTOMIZATION WhiteLabelMessenger shall provide Publisher with online access to the Environment based on the WhitelabelMessenger apps name and password chosen by Publisher when registering. Publisher agrees to notify WhiteLabelMessenger in writing of any unauthorized and/or fraudulent use of the WhitelabelMessenger apps name and the password. WhiteLabelMessenger may offer various WhitelabelMessenger apps Components, Hosted WhitelabelMessenger apps Pages, and other tools available for Publisher to implement in its WhitelabelMessenger apps using the Environment. WhiteLabelMessenger retains the exclusive right: (i) to determine which WhitelabelMessenger apps Components, Hosted WhitelabelMessenger apps Pages or tools will be available for the use of Publisher in the Environment; (ii) to add or remove the WhitelabelMessenger apps Components or other tools from the Environment or change the settings and/or appearance of the Environment at any given time, without prior notice to Publisher; and (iii) dynamically update the Environment and/or WhitelabelMessenger apps Components and/or WhitelabelMessenger apps software versions, without prior notice to Publisher. Publisher acknowledges and agrees that: (i) at any time during the Term hereof, WhiteLabelMessenger has the right to dynamically add or remove buttons from the Publisher WhitelabelMessenger apps; and (ii) WhiteLabelMessenger may remove from the WhitelabelMessenger apps or the Environment WhitelabelMessenger apps Components that are provided by third parties, in the event that WhiteLabelMessenger shall no longer be able to offer such WhitelabelMessenger apps Components as a result of legal, business or technical issues. WhiteLabelMessenger shall provide Publisher with a notice upon the occurrence of such an event. WhiteLabelMessenger retains the exclusive right to determine the definitions of the WhitelabelMessenger apps Default Web-Search Engine and/or change these definitions from time to time. Publisher shall not modify the WhitelabelMessenger apps settings so that the WhitelabelMessenger apps Components or the WhitelabelMessenger apps Search Box may link or refer to WhitelabelMessenger apps Default Web-Search Engines competing with or similar to the WhitelabelMessenger apps Default Web-Search Engine selected by WhiteLabelMessenger. Publisher shall not refer search queries to the Web-Search Results Page using a search box or a search referral other than the search-box component provided by WhiteLabelMessenger as part of the Environment. Publisher may promote the WhitelabelMessenger apps from the Publisher Website and other online or offline properties (“WhitelabelMessenger apps Promotion”). Publisher shall add a visible notice next to the WhitelabelMessenger apps Promotion that the “WhitelabelMessenger apps Powered by WhiteLabelMessenger” (the word WhitelabelMessenger apps should link to: http://www.WhiteLabelMessenger.com).

IV. GRANT OF LICENSE Subject to the terms and conditions of this Agreement, WhiteLabelMessenger grants to Publisher a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable royalty-free license during the term of this Agreement to create and/or maintain a WhitelabelMessenger apps using the Environment, and promote and distribute such WhitelabelMessenger apps, and all solely in connection with the exercise of Publisher’s rights under this Agreement to the extent expressly permitted hereunder (the "License"). All rights which are not expressly granted herein are reserved by WhiteLabelMessenger. Publisher may not make any use of the WhiteLabelMessenger Technology or WhiteLabelMessenger’s third-party licensors' technology and content in whole or in part that is not expressly permitted by this Agreement. Publisher shall not (i) sell, assign, rent, lease, distribute, market, export, import, act as an intermediary or provider or otherwise grant rights to third parties in respect of the WhitelabelMessenger apps and/or Environment or any part thereof, or (ii) undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the WhitelabelMessenger apps and/or Environment or any part thereof. Publisher acknowledges that all right, title and interest in the WhiteLabelMessenger Technology and WhiteLabelMessenger’s Intellectual Property Rights are exclusively owned by WhiteLabelMessenger and all right, title and interest in the technology and content of its authorized third-party licensors are exclusively owned by such licensors, and that no right, title or interest (including without limitation, any implied license), in or to any WhiteLabelMessenger Intellectual Property Rights or in or to any of its third-party licensors Intellectual Property Rights, other than the limited License granted herein, is provided to Publisher. Publisher shall not assert any Intellectual Property Right to the WhitelabelMessenger apps, WhiteLabelMessenger Technology, and the technology or content of WhiteLabelMessenger third-party licensors or to any element, derivation, adaptation, variation or name thereof. Except as set forth in Section III above, the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages shall not include and/or be promoted using any Intellectual Property Right of WhiteLabelMessenger, unless and to the extent that WhiteLabelMessenger adds its own button, logo or any other branded component to the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages or unless otherwise provided in this Agreement. Publisher shall not adopt, use, or register or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any WhiteLabelMessenger trademarks, service marks or trade names, or any word or mark confusingly similar to them in any jurisdiction. Publisher may not issue any press release or other public statements regarding this Agreement without WhiteLabelMessenger’s prior written approval. Publisher acknowledges that WhiteLabelMessenger may feature the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages in different marketing outlets and/or collateral, including but not limited to: newsletter, case studies, email or ad campaigns, web pages and more (the “Promotion”). Publisher grants WhiteLabelMessenger a limited, worldwide, non-exclusive, non-assignable, non-transferable, royalty-free, non-sub-licensable right to use Publisher’s marks and WhitelabelMessenger apps details as part of the Promotion. In the event that Publisher wishes to be excluded from the Promotion, Publisher shall notify WhiteLabelMessenger in writing. Unless otherwise agreed by parties, Publisher shall not be entitled to any compensation as part of the Promotion.

V. ABUSE Publisher represents and warrants that the Publisher Materials do not contain Abusive Content or constitute as Abusive Content. In addition, Publisher shall not create, distribute, promote or use the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages by any means that qualify as Abusive Activity or add to the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages any Abusive Content and shall not use any content generated by any third party which is engaged in any Abusive Activity or distributes any Abusive Content. The term “Abusive Activity” means: (i) activity which violates local, state, federal or international law; (ii) activity which affects the security or privacy of End Users; (iii) the use of Abusive Content; (iv) inappropriate use of public or private infrastructure; (v) violation or breach of any duty toward, or rights of any person or entity, including without limitation rights of privacy and publicity; (vi) unauthorized use of content which is protected by Intellectual Property Rights; or (vii) results in any consumer fraud. The term “Abusive Content” means: (i) content which violates local, state, federal or international law; (ii) content which is inappropriate, offensive or constitutes defamation, hate or discrimination; or (iii) content which is related to pornography, obscene content, explicit nudity or harassment of individuals or groups. WhiteLabelMessenger has the right, at its sole discretion, to dynamically remove Abusive Content from the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages at any time and without notice to Publisher, and/or take any measures needed to prevent or correct Abusive Activity at any time and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content) or for no reason at all. WhiteLabelMessenger retains the exclusive right to limit, edit or block excessive or inappropriate advertisements appearing on the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages. Publisher shall make sure that the Publisher Materials and content added by Publisher to the WhitelabelMessenger apps or the Hosted WhitelabelMessenger apps Pages does not contain advertisements which appear in an unreasonable manner or exceed a reasonable number. Unless Publisher receives WhiteLabelMessenger’s prior written approval, Publisher shall not distribute or promote the WhitelabelMessenger apps by bundling the WhitelabelMessenger apps installation file with any other application or software or as a part of a package of software or any other application. Publisher shall not: (a) modify or change any of the terms provided in the EULA; (b) distribute the WhitelabelMessenger apps to End Users without the EULA; or (c) circumvent the requirement that the End Users accept the EULA as part of the WhitelabelMessenger apps installation process. The aforesaid are material obligations of Publisher hereunder. Publisher will use its best commercial efforts to ensure that the End Users comply with the terms of the EULA and will inform WhiteLabelMessenger promptly of any known violation, infringement or breach thereof. Publisher shall not engage with and shall not encourage End Users or any other third party to engage in Fraudulent Activity in relation to the WhitelabelMessenger apps. The term “Fraudulent Activity” means: automated, fraudulent, forced or otherwise invalid usage or promotion of the WhitelabelMessenger apps or search-related activities, including but not limited to: (i) clicks on WhitelabelMessenger apps Components or other components; (ii) clicks on ads or sponsored links in the Web-Search Result Pages; (iii) searches in the WhitelabelMessenger apps Search Box or other searches using the WhiteLabelMessenger Technology or the technology and content of its third-party licensors; or (iv) installations of the WhitelabelMessenger apps that are generated without the End User’s informed consent or without applicable disclosure about the download or install process or content of the WhitelabelMessenger apps, or any other similar activities whether generated directly or indirectly by Publisher, any third party on Publisher’s behalf or any other third party including but not limited to the WhitelabelMessenger apps’s End Users. In the event that Publisher or an End User or any other third party engages in any Fraudulent Activity, WhiteLabelMessenger shall have the sole and exclusive right to disable the WhitelabelMessenger apps.
VI.CONFIDENTIALITY During the Term of this Agreement, Publisher may have access to certain non-public information of WhiteLabelMessenger, meaning information which a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by WhiteLabelMessenger (together, the "Confidential Information"). Publisher agrees: (i) not to disclose any Confidential Information to any third parties; (ii) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; and (iii) to keep the Confidential Information confidential using the same degree of care Publisher uses to protect its own confidential information, which shall in any event be at least a reasonable degree of care. At any time upon the written request of WhiteLabelMessenger, Publisher shall return to WhiteLabelMessenger, or destroy, subject to WhiteLabelMessenger’s written instructions, all the Confidential Information in tangible form in its possession, and shall provide WhiteLabelMessenger with a written certificate evidencing the complete and full execution of the provisions of this Section. Unauthorized disclosure or use of Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. Publisher agrees and acknowledges that money damages are not a sufficient remedy for any breach of this Agreement by the Publisher and that WhiteLabelMessenger shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity. Publisher shall keep in strict confidence and shall not disclose to any third party any Confidential Information received from WhiteLabelMessenger during the Term hereunder and for a period of two (2) years following the termination of this Agreement.

VII. WHITELABELMESSENGER PRIVACY POLICY;
WhiteLabelMessenger is committed to respecting the privacy of End Users and the confidentiality of their personal data. As part of the Hosted WhitelabelMessenger apps Pages, WhiteLabelMessenger shall provide Publisher with a hosted privacy page that includes a privacy policy as set by WhiteLabelMessenger which will be available to End Users via a link on the WhitelabelMessenger apps (the "Privacy Page"). During the Term hereof, Publisher shall abide by and comply with: (i) the WhitelabelMessenger apps Privacy Policy; and (ii) the Privacy Page. Publisher shall not utilize the Environment or any WhitelabelMessenger apps Component for any violation or breach of the privacy rights of WhitelabelMessenger apps End Users, or any other third parties. Notwithstanding the above, Publisher may offer the WhitelabelMessenger apps to End Users with a privacy policy that is drafted by Publisher which will replace the “Privacy Page”, provided, however, that such privacy policy: (i) is in compliance with all of Publisher’s obligations, representations and warranties contained in this Agreement, and (ii) is at least as protective of End Users’ privacy as the policy in the Privacy Page. The Publisher acknowledges that to be eligible for a trusted software certification seal that may be offered by WhiteLabelMessenger. Publisher may not embed on the Publisher Website or on the Publisher Materials any privacy-or safety-related certification seal or mark that is provided by WhiteLabelMessenger or by WhiteLabelMessenger partners as part of the Hosted WhitelabelMessenger apps Pages. Publisher shall not utilize the Environment, the Hosted WhitelabelMessenger apps Pages or any WhitelabelMessenger apps Component to create a security hole or to pose any kind of security threat to its End Users or any third party ("Security Breach"). A Security Breach may include (but is not limited to) all kinds of the following: spyware, adware, viruses and malicious/exploiting content or components. In the event that a Security Breach or a violation of privacy rights is detected by Publisher or reported to Publisher, Publisher shall immediately remove, fix or resolve the Security Breach or privacy violation and inform the End Users and WhiteLabelMessenger about such Security Breach or
privacy violation and its applicable remedy. This remedy is in addition to any other legal remedies to which WhiteLabelMessenger may be entitled in relation to such Security Breach.

VIII. COPYRIGHT AND TRADEMARK INFORMATION.
COPYRIGHT NOTICE: Copyright © 2009 Adoptim All Rights Reserved.

"Whitelabelmessenger" logo is registered trademarks of Adoptim. All other trademarks, trade names service marks, service names are the property of their respective holders.
Whitelabelmessenger and Adoptim are in no way affiliated with or endorsed by AIM, ICQ, Skype, Twitter, Google Talk, Jabber/XMPP, MSN Messenger, Yahoo!, Bonjour, Gadu-Gadu,
IRC, Novell GroupWise Messenger, QQ, Lotus Sametime, SILC, SIMPLE, MySpaceIM and Zephyr.


IX REPRESENTATIONS AND WARRANTIES:.
WhiteLabelMessenger represents and warrants that it has full power and authority to enter into this Agreement. WhiteLabelMessenger does not warrant that the WhiteLabelMessenger products, services or servers will meet all of Publisher’s requirements or that performance of the WhiteLabelMessenger products, services or servers will be uninterrupted or error-free.Publisher represents and warrants that: (i) it has full power and authority to enter into this Agreement, (ii) the execution and delivery of this Agreement, and the performance by Publisher of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or will be party or violate any rights of any third parties arising therefrom; (iii) the Publisher Materials (including but not limited to third-party content that it may have added to its WhitelabelMessenger apps) and the Publisher Website (including all materials posted on it) are and will be owned wholly or validly and legally licensed for use by Publisher during the term hereof or are in the public domain and do not infringe or violate any copyright, patent, trademark or other similar Intellectual Property Rights of any third party; (iv) Publisher is solely responsible for all the Publisher Material (including but not limited to third-party content that it may have added to its WhitelabelMessenger apps), any content embedded on the WhitelabelMessenger apps or on the Hosted WhitelabelMessenger apps Pages or content that may be reached via the WhitelabelMessenger apps and the Publisher Website and all the materials posted on it (including but not limited to software, content, products, services and trademarks); (v) at all times during the term hereof, Publisher will comply with this Agreement, the EULA, the WhitelabelMessenger apps Privacy Policy and the Privacy Page, as shall be amended from time to time; (vi) Publisher shall ensure that End Users read and accept the EULA, and (vii) Publisher shall not bind WhiteLabelMessenger to any agreement or obligation nor incur any liability on behalf of WhiteLabelMessenger or make any promises or give any warranties or guarantees in respect of WhiteLabelMessenger, the WhitelabelMessenger apps or the Environment, except those that are specifically authorized by WhiteLabelMessenger in advance and in writing.

X INDEMNIFICATION Publisher agrees to defend, hold harmless, and indemnify WhiteLabelMessenger, and/or its subsidiaries, affiliates, directors, officers, employees, agents and assigns (“Indemnified Parties”), from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses and/or liabilities of any kind, (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) threatened, asserted or filed (collectively, “Claims”) against WhiteLabelMessenger and/or any WhiteLabelMessenger Indemnified Party, to the extent that such Claims arise out of or relate to: (i) any breach or alleged breach of any warranty, representation or obligation made by Publisher in this Agreement; (ii) the Publisher Materials, the Publisher Website, Publisher's content or any third-party content (other than the content legally provided hereunder by WhiteLabelMessenger); (iii) Publisher’s use of the WhiteLabelMessenger Technology and its third-party licensors' technology and content; or (iv) the End Users' use of the WhitelabelMessenger apps. Publisher will not enter into any settlement or compromise of any such claim without WhiteLabelMessenger’s prior written consent. Publisher agrees to indemnify, defend and hold harmless WhiteLabelMessenger and/or any WhiteLabelMessenger Indemnified Party from any and all claims, losses, damages and expenses (including attorney's fees) made by any third party due to or associated with the violation of End User’s privacy rights or the creation of a Security Breach by Publisher.

XI. LIMITATION OF LIABILITY WHITELABELMESSENGER AND ITS THIRD-PARTY LICENSORS WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCT LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT WHITELABELMESSENGER WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL WHITELABELMESSENGER’S AND ITS THIRD-PARTY LICENSORS’ AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE WHITELABELMESSENGER AND/OR ENVIRONMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED $5,000. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY. Unless and then only to the extent this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit Publisher’s liability for: (i) breaches of any confidentiality obligations contained in this Agreement; (ii) infringement or misappropriation of WhiteLabelMessenger’s Intellectual Property Rights or its third-party licensors Intellectual Property Rights; or (iii) Publisher’s breach of the License to use the WhitelabelMessenger apps granted in this Agreement.

XII. TERM AND TERMINATION The term of this Agreement (the "Term") shall commence on the date Publisher agrees to the terms and conditions of this Agreement as set forth above and shall continue in force thereafter, unless terminated as provided herein. Either party may terminate this Agreement upon seven (7) days' prior written notice to the other party for any reason and without liability for such termination. WhiteLabelMessenger may immediately terminate this Agreement and disable the WhitelabelMessenger apps, by providing the Publisher with a notice, in any one of the following instances: (i) if Publisher breaches any obligation, representation and/or warranty contained in this Agreement; (ii) if Publisher engages in any acts prohibited by this Agreement; (iii) if Publisher engages in any action that, in WhiteLabelMessenger’s sole discretion, reflects poorly on WhiteLabelMessenger or otherwise disparages or devalues WhiteLabelMessenger’s reputation or goodwill; or (iv) if WhiteLabelMessenger reasonably determines that it is commercially impractical to continue supporting the WhitelabelMessenger apps in light of legal, business or technical issues. Upon the termination of this Agreement for any reason: (i) all rights and licenses granted hereunder by each party shall cease immediately; (ii) each party shall promptly return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party; (iii) Publisher’s rights to use any WhiteLabelMessenger Technology or materials and the WhitelabelMessenger apps, as permitted under this Agreement, shall cease immediately; (iv) Publisher shall immediately cease using the download link to the WhitelabelMessenger apps; and (v) WhiteLabelMessenger shall have the exclusive right to remove the WhitelabelMessenger apps from the WhiteLabelMessenger servers, disable the WhitelabelMessenger apps and/or modify the WhitelabelMessenger apps.

XIII. MISCELLANEOUS This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any other prior or collateral agreements with respect to the subject matter hereof, whether oral or written. Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement (including Articles VI, VII, VIII, IX, X and XII), shall be deemed to survive for as long as necessary to fulfill such purposes. Publisher may not assign its rights and/or delegate its obligations under this Agreement without WhiteLabelMessenger’s prior written consent. WhiteLabelMessenger may assign its rights and/or delegate its obligations under this Agreement without Publisher consent. This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assignees. This Agreement will be governed and construed in accordance with all applicable local, state, federal, supranational and international laws, rules and regulations, as they pertain to the internet, online advertising, online marketing and overall online conduct. Any amendments or modifications to the Agreement must be in writing and executed by an authorized representative of each party. The failure to require performance of any provision of this Agreement shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself. The parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party. The e-mail address provided by Publisher upon creating a WhitelabelMessenger apps using the Environment, or any other address associated with Publisher, shall be regarded as the address for delivery of written notices according to this Agreement, unless Publisher updates the e-mail address in its WhiteLabelMessenger account and receives confirmation from WhiteLabelMessenger of such change. WhiteLabelMessenger retains the exclusive right to modify and/or change any of the terms and conditions of this Agreement without prior notice to Publisher or prior consent of Publisher. WhiteLabelMessenger shall give notice of these modifications or changes in an announcement published on the WhiteLabelMessenger website, or by sending Publisher notification thereof by e-mail or by any other reasonable method. By continuing the use of the Environment, Publisher agrees and accepts such modification or changes. For purposes of the foregoing, WhiteLabelMessenger shall be permitted to rely upon the e-mail address provided by Publisher to WhiteLabelMessenger as provided above and shall not be responsible for delays in the delivery of e-mails which delays are not associated with WhiteLabelMessenger’s mail server. On any particular date, the version of this Agreement available at http://www.WhiteLabelMessenger.com shall be the version of this Agreement in effect on such date.

PUBLISHER EXPRESSLY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY SELECTING THE CHECK BOX NEXT TO THE SENTENCE THAT SAYS, "I AGREE TO THE TERMS AND CONDITIONS OF THE PUBISHER AGREEMENT", PUBLISHER EXPRESSLY CONSENTS TO BE BOUND BY THIS AGREEMENT. Last version created on November, 2009

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