END-USER LICENSE AGREEMENT

IMPORTANT READ CAREFULLY: This End-User License Agreement ("EULA") is a legal document between you and Agemni Inc ("Agemni") for the use of the Agemni CMS software service. By accessing or otherwise using Agemni CMS, you agree to be bound by the terms of this EULA. Agemni reserves the right to change the terms of service under this EULA from time to time at its sole discretion. Your use of the Agemni CMS service will be subject to the most current terms of service available at the time of usage located in this EULA and your Customer License Agreement. If you do not agree to the terms of this EULA, you are not authorized to use Agemni CMS and you should contact Agemni immediately for discontinuation of service. Agemni CMS is a service provided exclusively by Agemni, Inc and is licensed, not sold.

GRANT OF LICENSE.

This EULA grants you the following rights: (1) Term. This license shall be continuous, subject to the terms of this EULA and the payment to Agemni of the required usage fees, unless and until cancelled by Agemni. (2) Access and use. Agemni CMS is designed for use on-line in conjunction with Agemni‚s web site and a hosting service. You are allowed only one company account under this license but you may establish unlimited login names to access your Agemni CMS account on multiple computers. (3) Back-up Copies. You may view, download or make copies of the images, text and your user-content in Agemni CMS for back-up and archival purposes.

1. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Web-Based Software.

The Agemni CMS product represents a new generation of software, which is entirely web-based. Agemni CMS is a resident on Agemni owned and/or leased server computers and is accessed only through your own Web browsing software over the Internet. Agemni has or will provide you with an account number to use for access to Agemni CMS on the Internet. You are responsible for maintaining the confidentiality of your account number and/or password, if applicable.

Upgrades.

Agemni may provide normal and customary online upgrades to Agemni CMS from time to time without additional charge. Agemni, however, is under no obligation to make any specific enhancement or customization of Agemni CMS. Agemni reserves the right to charge additional amounts for specific enhancements or for certain custom features.

Connection.

Agemni CMS is accessed over the Internet, but does not include your particular connection to the Internet. You are responsible to provide your own Internet service and connection.

Computer and Web Browser.

You will need a computer, operating system and web-browsing software, which is capable of accessing Agemni CMS. It is your responsibility to obtain, install, configure and update your web-browsing software. Agemni makes no warranties that your equipment is or will continue to be compatible with the use of Agemni CMS.

Limitations on Reverse Engineering, Decompilation and Disassembly:

You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software utilized in Agemni CMS.

Copyright Notices.

You must maintain all copyright notices on all copies of Agemni CMS.

No Distribution.

You may not distribute copies of Agemni CMS to third parties.

Rental.

You may not rent, lease or lend Agemni CMS to any third parties.

Software Transfer.

You may not transfer your rights under this EULA unless Agemni agrees in writing in advance and the recipient agrees to the terms of this EULA.

Termination.

Agemni may terminate this EULA at any time, without liability to you, in the event you fail to comply with the terms of this EULA.

2. COPYRIGHTS, LOGOS, TRADEMARKS, SERVICE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS.

All title and copyrights in and to Agemni CMS and any copies thereof are owned by Agemni.

All title and intellectual property rights in and to the content, which may be accessed through the use of Agemni CMS is the property of Agemni and may be protected by applicable copyright or intellectual property laws and treaties. Any unauthorized use of the Agemni CMS service may violate such laws and/or treaties. This EULA grants you no rights to use, copy, disseminate, access, or distribute the contents of Agemni CMS, except as expressly licensed hereunder, without the prior written permission of Agemni. The trademarks, logos and service marks displayed in Agemni CMS are the property of Agemni or other third parties. You are not permitted the use of such marks or logos without the prior written permission of Agemni or other such third parties.

3. U.S. GOVERNMENT RESTRICTED RIGHTS.

Agemni CMS is provided with restricted rights.

Use, duplication or disclosure by the Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer of Agemni CMS is Agemni Inc, whose corporate headquarters is located at 4505 S. Wasatch Blvd., Suite 200, Salt Lake City, UT 84124 and whose telephone is 801-424-3355.

4. WARRANTIES.

Agemni expressly disclaims any warranty for Agemni CMS and is provided "as is" without any warranty of any kind, either express or implied, including without limitation, the implied warranties of merchantability, fitness for a particular purpose or non-infringement. The entire risk arising out of use or non-performance of Agemni CMS remains with you.

5. NO LIABILITY FOR DAMAGES.

In no event shall Agemni be liable for any damages whatsoever, including without limitation, damages from loss of business profits, business interruption, loss of business information or any pecuniary loss arising out of use or inability to use Agemni CMS, even if Agemni has been advised of the possibility of such damages.

6. INDEMNITY.

You agree to indemnify and hold Agemni and it's affiliates, officers, agents, employees, co-branders or other partners, harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of the use of Agemni CMS, your violation of this EULA or your violation of any rights of another person or entity.

7. GOVERNING LAW AND JURISDICTION.

This EULA is governed by the laws of the State of Utah, without regard to the conflicts of law principles thereof. You agree that all lawsuits arising out of this EULA shall be brought only in the state or Federal courts located in Salt Lake County, Utah.

8. GENERAL PROVISIONS.

Independent Contractors. The relationship between you and Agemni established by this EULA is that of independent contractors and nothing herein shall be construed to constitute a relationship of principal or agent, employer/employee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

Waiver.

The waiver by Agemni of a breach or default in any of the provisions of this EULA shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either you or Agemni serve to excuse or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default.

Force Majeure.

Agemni shall not be liable for any delay or omission in the performance of any obligation under this EULA, where the delay or omission is due to any cause or condition which is beyond its reasonable control, including, but limited to, strikes or other labor difficulties, acts of God, acts of government, war, riots, embargoes, communication failures or inability to obtain supplies.

Section Headings.

The section headings in this EULA are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of any such section, nor in any way affect this EULA.

Remedies Cumulative.

Except as otherwise provided herein, the remedies provided under this EULA are cumulative and shall not exclude any other remedies to which you or Agemni may be fully entitled.

Severability.

To the extent that any law, statute, treaty or regulation by its terms, as determined by a court, tribunal or other governmental authority of competent jurisdiction, is in conflict with the terms of this EULA, the conflicting terms shall be superseded only to the extent necessary by the terms required of such law, statute, treaty or regulation. If any provision of this EULA shall otherwise be unlawful, void or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to affect the intent of Agemni under this EULA. In either case, the remainder of this EULA shall continue in full force and effect.

Should you have any questions concerning this EULA, please feel free to contact an Agemni representative at the address or telephone number shown in section 3 above.