NEOEDGE WIDGET LICENSE AGREEMENT

July 8, 2008

IMPORTANT NOTICE: NEOEDGE NETWORKS, INC. ("NEOEDGE") IS WILLING TO LICENSE THE WIDGET TO YOU ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT.

BY CLICKING THE "I ACCEPT" BUTTON BELOW, INSTALLING OR OTHERWISE USING ANY PART OF THE WIDGET, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, NEOEDGE IS UNWILLING TO LICENSE THE WIDGET TO YOU AND YOU MAY NOT DOWNLOAD THE WIDGET. IF YOU CLICK ON THE "I DO NOT ACCEPT" BUTTON YOU WILL BE DENIED DOWNLOADING OF THE WIDGET

NEOEDGE RESERVES THE RIGHT TO UPDATE AND CHANGE, FROM TIME TO TIME, THIS AGREEMENT. YOU CAN ALWAYS FIND THE MOST RECENT VERSION OF THIS AGREEMENT ON THE NEOEDGE WEBSITE. NEOEDGE MAY CHANGE THIS AGREEMENT BY POSTING A NEW VERSION WITHOUT NOTICE TO YOU. USE OF THE WIDGET AFTER SUCH CHANGE CONSTITUTES ACCEPTANCE OF SUCH CHANGES.

IF YOU WISH TO USE THE WIDGET AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL. BY CLICKING THE "I ACCEPT’ BUTTON, YOU REPRESENT AND WARRANT THAT YOU HAVE THE REQUISITE AUTHORIZATION. FOR PURPOSES OF THIS AGREEMENT, YOU WILL BE REFERRED TO AS "AFFILIATE."

  1. Definitions.
    1. "Catalog Hosting and Game Distribution System" means the system to make games available to Affiliate users from the NeoEdge Game Widget that will be hosted and distributed by NeoEdge
    2. "NeoEdge Game Catalog" shall mean a selection of games which will be made available for download to Affiliate users within the NeoEdge Game Widget. The selection of games in the NeoEdge Game Catalog will be made at the sole discretion of NeoEdge.
    3. "NeoEdge Game Widget" shall mean the flash widget to be installed on the website(s) of Affiliate as mutually agreed in writing that shall display NeoEdge Game Catalog displayed in a Flash frame on such website(s). The NeoEdge Game Widget will promote the NeoEdge Game Catalog and facilitate users access to games hosted by NeoEdge. No games in the NeoEdge Game Catalog will be distributed by Affiliate.
    4. "NeoEdge Technology" shall mean the know how and tangible and other property contained in the NeoEdge Game Widget, Catalog Hosting and Game Distribution System, the software used to display, serve and support the games and the Program, and all intellectual property rights therein.
    5. "Program" means a downloadable casual game service offered by NeoEdge that is supported by advertising, to sell advertising in casual games, and to sell casual game end user licenses. It may offer free unlimited and free time limited trial to purchase game play for a catalog of casual games supported by advertising during the free game play. NeoEdge will have the right to adjust free trial period duration.
  2. Hosting.
    NeoEdge shall host the NeoEdge Game Widget and Program and make the NeoEdge Game Catalog available via the Catalog Hosting and Game Distribution System. Affiliate may not distribute NeoEdge’s product except on websites approved by NeoEdge’s prior written permission.
  3. Grant of License.
    Subject to the terms and conditions of this Agreement, NeoEdge grants to Affiliate a non exclusive, non transferable worldwide right and license during the term of this Agreement to install the NeoEdge Game Widget and use it for the purposes set forth herein. To the maximum extent permitted by law, Affiliate agrees that it shall not, and shall not assist or allow any third party to: (a) modify the NeoEdge Game Widget, the Catalog Hosting and Game Distribution System, or any NeoEdge product, (b) reverse engineer, decrypt, disassemble, or decompile any object code or algorithms of all or any part of the NeoEdge Technology in the NeoEdge Game Widget, the Catalog Hosting and Game Distribution System, or any NeoEdge product, (c) sublicense or otherwise transfer the NeoEdge Game Widget or NeoEdge Technology to any third party or (d) remove, deface or otherwise interfere with any proprietary or restrictive notice or legend contained or included on the NeoEdge Game Widget, the Catalog Hosting and Game Distribution System, or NeoEdge product.
  4. Branding.
    Subject to the terms and conditions of this Agreement, NeoEdge grants to Affiliate a non-transferable, non-exclusive license during the term of this Agreement to use NeoEdge’s brands for the purposes of promoting and marketing the NeoEdge Game Catalog available on Affiliate’s website through the NeoEdge Game Widget. Affiliate may not remove NeoEdge’s brands affixed on the NeoEdge Game Widget. Affiliate acknowledges and agrees that NeoEdge owns such brands, and that any goodwill derived from the use of such brands inures solely to the benefit of NeoEdge.
  5. NeoEdge EULA.
    The use by Affiliate users of games downloaded from NeoEdge’s site through the NeoEdge Game Widget will be governed by the terms and conditions of NeoEdge’s applicable end user license agreement ("EULA"). Without limiting the generality of the foregoing, information collected by NeoEdge on Affiliate users through ad serving in connection with the use of the games will be subject to the EULA and NeoEdge’s privacy policy. NeoEdge will provide all game player/user and customer support of the Program via FAQ’s and email in English.
  6. Affiliate Obligations.
    1. Affiliate will make the Program prominently accessible from the home page of Affiliate and on all the highest traffic pages on Affiliate throughout the term of this Agreement.
    2. Affiliate will recommend and promote NeoEdge externally upon request, as the preferred Affiliate partner for in game advertising.
    3. Affiliate will not display the NeoEdge Game Catalog or NeoEdge Game Widget on a site containing any material or content which: (i) is sexually explicit, profane, libelous, defamatory, obscene, offensive, or otherwise violative of any laws and regulations or (ii) constitutes an infringement, misappropriation or violation of the intellectual property, publicity or other proprietary rights of any person or entity.
  7. Term; Termination; Effect.
    1. Unless terminated by NeoEdge under the terms of this Section, this Agreement will remain in full force and effect so long as Affiliate uses the NeoEdge Game Catalog, NeoEdge Game Widget or NeoEdge Technology.
    2. NeoEdge may terminate this Agreement at any time if Affiliate breaches any provision of this Agreement.
    3. Affiliate may terminate this Agreement at any time by deleting the NeoEdge Game Widget or NeoEdge Technology from Affiliate’s website.
    4. Upon termination of this Agreement, the licenses granted hereunder shall terminate, and Affiliate shall remove and uninstall immediately the NeoEdge Game Widget from all websites where it is installed and cease any and all distribution of product originating from NeoEdge.
  8. Ownership.
    Affiliate shall retain all right, title and interest, including, without limitation, all copyrights, trade secrets, trademarks, patents, and other intellectual property rights in and to its websites. NeoEdge or its licensors shall retain all right, title and interest, including without limitation all copyrights, trade secrets, trademarks, patents, and other intellectual property rights in and to the NeoEdge Game Widget, NeoEdge Game Catalog, and the NeoEdge Technology, Catalog Hosting and Game Distribution System, the Program and ad serving, whether alone or embedded in other products. No implied licenses (including, without limitation, to patents, trademarks, copyrights, trade secrets, or other intellectual property rights) are granted herein and each party reserves all rights not expressly granted under this Agreement.
  9. LIMITATION OF LIABILITY.
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN RESPECT OF A BREACH OF SECTIONS 3 AND/OR 10, NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY PROVISION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, (II) ANY LOSS OF REVENUES OR PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR LOSS OR CORRUPTION OF DATA, (III) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE, SERVICES OR RIGHTS, (IV) ANY LOSS OR DAMAGES IN RELATION TO THE FUNCTIONALITY OF THE NEOEDGE TECHNOLOGY, OR (V) ANY LIABILITY UNDER THIS AGREEMENT WHICH ALONE OR IN THE AGGREGATE IS IN EXCESS OF ALL SUMS ACTUALLY RETAINED BY NEOEDGE (I.E. AFTER ALL PAYMENTS TO PUBLISHER HAVE BEEN MADE) PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE LAST CLAIM AROSE. THE PROVISIONS OF THIS SECTION SHALL GOVERN NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.
  10. Confidentiality.
    "Confidential Information" means the terms of this Agreement and any information or data that one party (the "receiving party") has received or will receive from the other party (the "disclosing party") in connection with this Agreement concerning the other party’s business, technology, products, services and other matters that are proprietary and confidential information to that party, including without limitation the NeoEdge Technology and the products. Receiving party agrees that it shall maintain confidential information in strict confidence and shall not disclose confidential information to any third party nor use confidential information for any purpose other than as permitted under this Agreement. The nondisclosure obligations set forth in this section shall not apply to (i) information that receiving party can document is generally available to the public (other than through breach of this Agreement) or was already lawfully in receiving party’s possession at the time of receipt of the information from disclosing party, or (ii) disclosures by receiving party made pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable notice to the other party to contest such order or requirement. Each party shall implement and maintain reasonable security procedures and practices appropriate to the nature of the personal data collected in the course of use or sales of product, and will protect such personal information from unauthorized access, destruction, use, modification, and disclosure.
  11. Warranty Disclaimer
    THE NEOEDGE GAME WIDGET, NEOEDGE GAME CATALOG, NEOEDGE TECHNOLOGY, CATALOG HOSTING AND GAME DISTRIBUTION SYSTEM, AND PROGRAM ARE PROVIDED AND LICENSED TO AFFILIATE "AS IS" WITHOUT WARRANTY OF ANY KIND. NEOEDGE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  12. Assignment.
    This Agreement and the rights granted hereunder are not transferable or assignable without prior written consent of the non assigning party; provided, however, that this Agreement may be assigned by either party without consent to any affiliate of a party. For the purposes of this Agreement, "affiliate" means any entity controlling, controlled by, or under common control with, a party. Any attempted assignment except as expressly permitted under this section shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.
  13. Force Majeure.
    Neither party shall be responsible for any reasonable delay in its performance due to causes beyond its reasonable control, provided that the non performing party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period of one hundred eighty (180) days.
  14. Export Control.
    To the extent that either party is authorized hereunder to export any product, each party agrees to comply with all export laws, restrictions, national security controls and regulations of the United States and all other applicable foreign agencies and authorities, and not to export or re export, or allow the export or re export of, any product or any copy or direct product thereof: (i) in violation of any such restrictions, laws or regulations or (ii) without all required licenses and proper authorizations required under applicable export law and regulations.
  15. Miscellaneous.
    This Agreement constitutes the final, complete and exclusive agreement between the parties, and supersedes all previous agreements or representations, written or oral, with respect to the subject matter of this Agreement. This Agreement will be governed by and interpreted in accordance with the laws of the state of California, U.S.A., as applied to an agreement between two residents of California to be wholly performed in California. The state and federal courts located in the county of Santa Clara, California, shall have exclusive jurisdiction with respect to any dispute arising under this Agreement, and, for such purpose, each party agrees to submit itself to the jurisdiction of such courts. No term or provision hereof shall be deemed waived and no breach excused by consent unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. To the maximum extent permitted by applicable law, if any term or provision of this Agreement shall be found to be illegal or unenforceable, then notwithstanding such illegality or unenforceability, this Agreement shall remain in full force and effect and such term or provision shall be deemed to be deleted or modified to the minimum extent permitted by law so as to avoid such illegality or unenforceability.

Last Updated as of July 8, 2008