This Click-through License Agreement for Inviteme.to Technology (this "Agreement") is between you ("Licensee"), and Black Drumm, Inc. ("Inviteme.to"). The individual entering into this Agreement on behalf of Licensee hereby represents that such individual is Licensee's employee or agent and has authority to enter into this Agreement on behalf of Licensee.

1. Background.

Inviteme.to develops, maintains and provides access to certain code that facilitates the viral marketing (the "Inviteme.to Technology"). Licensee wishes to use the Inviteme.to Technology on Licensee's Website ("Licensee Website").

2. License; Delivery; Additional Terms.

Inviteme.to grants to Licensee a nonexclusive, nontransferable, nonsublicensable, revocable, royalty-free and limited license to access and use the Inviteme.to Technology solely for Licensee’s own use on the Licensee Website. Upon accepting all of the terms and conditions of this Agreement and checking the “Accept” box, Licensee may downloaded from Inviteme.to’s site identified by the URL www.inviteme.to (“Inviteme.to Website”) the Inviteme.to Technology and insert the Inviteme.to Technology on the Licensee Website. Licensee acknowledges and agrees that: (a) for incoming users that click on an Inviteme.to link, Inviteme.to reserves the right to add its affiliate code to outgoing links that such incoming users click on; (b) Inviteme.to may monetize the additional traffic brought back to the Licensee Website by means of the Inviteme.to Technology; (c) Inviteme.to may use, reproduce and/or sell/license any non-personally identifiable information of users of the Licensee Website to which Inviteme.to has access pursuant to this Agreement; and (d) subsections (a) and/or (b) may require Inviteme.to to modify the Licensee’s outgoing clicks (and, notwithstanding any terms to the contrary in this Agreement, Licensee hereby grants Inviteme.to the right to do the foregoing).

3. License Restrictions.

Inviteme.to reserves all rights in and to the Inviteme.to Technology not expressly granted to Licensee herein. Unless expressly otherwise set forth in this Agreement, Licensee will not: (a) modify, translate or create derivative works of the Inviteme.to Technology; (b) decompile, reverse engineer or reverse assemble any portion of the Inviteme.to Technology or attempt to discover any source code or underlying ideas or algorithms of the Inviteme.to Technology; (c) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Inviteme.to Technology; (d) make, have made, reproduce or copy the Inviteme.to Technology; (e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Inviteme.to Technology; and (f) cause or permit any other party to do any of the foregoing.

4. Ownership.

As between the parties and subject to the grants under this Agreement, Inviteme.to owns all right, title and interest in and to the Inviteme.to Technology and any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing (collectively, "Intellectual Property Rights") embodied therein. There are no implied licenses in this Agreement, and Inviteme.to reserves all rights not expressly granted under this Agreement.

5. Publicity.

Licensee agrees that Inviteme.to may include Licensee's name and an explanation of its relationship with Inviteme.to in Inviteme.to's publicity materials or on any Websites owned or operated by Inviteme.to.

6. Nondisclosure.

"Confidential Information" means all information disclosed (whether in oral, written, or other tangible or intangible form) by Inviteme.to to Licensee concerning or related to this Agreement or Inviteme.to (whether before, on or after the Effective Date) which Licensee knows or should know, given the facts and circumstances surrounding the disclosure of the information by Licensee, is confidential information of Inviteme.to. Confidential Information includes, but is not limited to, the components of the business plans, the Inviteme.to Technology, inventions, design plans, financial plans, computer programs, know-how, customer information, user information, strategies and other similar information. Licensee will, during the term of this Agreement, and thereafter maintain in confidence the Confidential Information and will not use such Confidential Information except as expressly permitted herein. Licensee will use the same degree of care in protecting the Confidential Information as Licensee uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by Licensee solely for the purpose of carrying out Licensee's obligations under this Agreement. In addition, Licensee will not reproduce Confidential Information, in any form, except as required to accomplish Licensee's obligations under this Agreement. Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement through no fault of Licensee; (b) Licensee can reasonably demonstrate was in its possession prior to first receiving it from Inviteme.to; (c) Licensee can demonstrate was developed by Licensee independently and without use of or reference to the Confidential Information; or (d) Licensee receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Notwithstanding any terms to the contrary, any suggestions, comments or other feedback provided by Licensee to Inviteme.to with respect to the Inviteme.to Technology (collectively, "Feedback") will constitute Confidential Information. Further, Inviteme.to will be free to use, disclose, reproduce, license and otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

7. Warranty; Disclaimer.

Licensee represents warrants and covenants that: (a) it will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this Agreement; (b) the Licensee Website will not contain any content that is false, misleading, fraudulent, defamatory, libelous or invasive of another's privacy; or (c) the Licensee Website will comply with all applicable laws, rules and regulations (including, but not limited to, data security, spyware or adware, and privacy laws); and (d) it will not disparage or discredit Inviteme.to in any manner (including, but not limited to) doing so via the Licensee Website. THE INVITEME.TO TECHNOLOGY IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. INVITEME.TO AND ITS SUPPLIERS DO NOT WARRANT THAT ANY OF THE INVITEME.TO TECHNOLOGY WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS. INVITEME.TO AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE INVITEME.TO TECHNOLOGY OR THE INVITEME.TO WEBSITE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (I) WARRANTIES OF MERCHANTABILITY, (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT INVITEME.TO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE, OR (IV) WARRANTIES WITH RESPECT TO THE INVITEME.TO WEBSITE'S UPTIME. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE HAS RELIED ON NO WARRANTIES.

8. Indemnification.

Licensee will indemnify, defend and hold Inviteme.to and its directors, officers, employees, suppliers, consultants, contractors, and agents ("Inviteme.to Indemnitees") harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) resulting from any claim (including third party claims), suit, action, or proceeding against any Inviteme.to Indemnitees, whether successful or not, resulting from or arising in connection with: (a) any loss, liability or damage caused, directly or indirectly, by any information or material provided, transmitted or introduced by Licensee to the Inviteme.to Website; (b) the failure of Licensee or to use the Inviteme.to Technology and the Inviteme.to Website in accordance with the terms of this Agreement; (c) any breach of this Agreement (including, but not limited to, any breach of any of Licensee's representations, warranties or covenants); (d) the Licensee's business, the Licensee Website or any other Websites owned or operated by Licensee; or (e) the negligence or intentional misconduct of Licensee or any party acting on its behalf.

9. Limitation of Liability.

EXCEPT FOR ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL INVITEME.TO BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (COLLECTIVELY, "DAMAGES") ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE INVITEME.TO TECHNOLOGY, THE INVITEME.TO WEBSITE, ANY ACTIONS OR OMISSIONS OF ANY CUSTOMERS OR USERS OF INVITEME.TO OR THE THIRD PARTY MATERIALS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF INVITEME.TO HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, INVITEME.TO'S TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES AND/OR ANY DIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE INVITEME.TO TECHNOLOGY, THE INVITEME.TO WEBSITE, ANY ACTIONS OR OMISSIONS OF ANY CUSTOMERS OR USERS OF INVITEME.TO OR THE THIRD PARTY MATERIALS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF INVITEME.TO HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND/OR DIRECT DAMAGES, WILL BE THE GREATER OF: (A) THE AMOUNT ACTUALLY PAID BY LICENSEE TO INVITEME.TO FOR THE INVITEME.TO TECHNOLOGY; OR (B) ONE DOLLAR ($1.00). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

10. Third Party Suppliers.

The Inviteme.to Technology may include certain third party software licensed to Inviteme.to from third party suppliers ("Third Party Materials"). Licensee agrees to comply with the applicable licenses and additional terms and notices of such Third Party Materials. Inviteme.to makes no warranties or representations of any kind to Licensee regarding such Third Party Materials or that such terms or conditions may not change or be altered by such third parties at any time. Further, Licensee acknowledges that such third party suppliers disclaim and make no representation or warranty with respect to such Third Party Materials or any portion thereof, and assume no liability for any claim that may arise with respect to such Third Party Materials or Licensee's use or inability to use the same.

11. Termination.

Invite me to may terminate this Agreement, for cause or no cause, at any time. Upon any expiration or termination of this Agreement: (a) all rights granted to Licensee under this Agreement will immediately cease; and (b) Licensee will promptly provide Inviteme.to with all Confidential Information then in its possession or destroy all copies of such Confidential Information, at Inviteme.to 's sole discretion and direction. In addition to all definitions and this sentence, the following sections will survive any termination or expiration of this Agreement: 3, 4, 5, 6, 7, 8, 9, 10 and 12.

12. Miscellaneous.

This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The parties agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state and federal courts located in San Francisco County, California. The parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Licensee, by operation of law or otherwise, without the prior written consent of Inviteme.to, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Inviteme.to may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. Any notice, demand or communication required or permitted to be given by any provision of this Agreement will be deemed to have been sufficiently given or served for all purposes if: (a) delivered personally; (b) deposited with a pre-paid messenger, express or air courier or similar courier; or (c) transmitted by telecopier, facsimile, email or other communication equipment that transmits a facsimile of the notice to like equipment that receives and reproduces such notice. Notices will be addressed to a party at the party's address, facsimile number or email address as set forth below. Notices will be deemed to have been received (i) in the case of personal delivery, upon receipt, (ii) in the case of messenger, express or air courier or similar courier, two days after being deposited, and (iii) in the case of telecopier, facsimile, email or other communication equipment, the day of receipt as evidenced by a telecopier, facsimile, email or similar communication equipment confirmation statement. Further, either party may change the individual designated below or its contact information or both by notice in accordance with this Section 12.