NWEB SRL (“NWEB” or “Licensor”) provides through its MailUp offering a set of
services (the “Services”) that allows You or Your company (“You”, or “Customer”, or
“Licensee”) to collect and store e-mail addresses and other contact information, and
create and send e-mail and SMS phone messages. The Services may not be used for the
mailing of unsolicited electronic mail (often referred to as "SPAM"). NWEB has an Anti-
SPAM policy available in the Terms and Conditions section of its Web site located at
http://www.getmailup.com or http://www.mailupnet.com.

By clicking the 'I accept these terms and conditions' or ‘I agree’ button when You
subscribe for the Services, You agree and accept all of the following Terms and
Conditions.

BY USING THE SERVICES, YOU AS THE CUSTOMER ACCEPTING AND
AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT
WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SERVICES.

VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
PROTECT THE SERVICES. THIS AGREEMENT IS A LICENSE AGREEMENT
THAT GIVES YOU LIMITED RIGHTS TO USE THE SERVICES AND NOT AN
AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE.

NWEB RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS
AGREEMENT.

Recitals

A) Licensor develops and markets a system to manage and send e-mail messages to
contacts, known as ”MailUp”, more particularly described in the user manuals, on the
Licensor’s Web site located at http://www.getmailup.com, and other written materials
created by Licensor to describe the functionality and use of the Services (the
“Documentation”); and

B) Licensee desires to acquire a license to use the Services and Licensor desires to grant
Licensee the license; and

C) Licensee may acquire the License from NWEB or authorized NWEB resellers
(“Resellers”).

Therefore for valuable consideration, receipt of which is hereby acknowledged, the
parties agree as follows:

1. GRANT OF LICENSE

1.1 Limited Rights

1.1.1 License to the Services, Not Software

Under this Agreement, You are granted a license to use the Services for a certain amount
of time specified at the time the license is granted (“Subscription”). You are not granted a
license to any software, and specifically to the computer software source code, object
code, database structure, and graphical interfaces used to provide the Services to You.
You will not, directly or indirectly: reverse engineer, decompile, disassemble, or
otherwise attempt to uncover the source code, object code, or underlying structure, ideas,
or algorithms of, or found at or through the Services or any software, documentation, or
data related to the Services ("Software"); remove any proprietary notices or labels from
the Services or the Software, modify, translate, or create derivative works based on the
Services or the Software; or copy, distribute, pledge, assign, or otherwise transfer or
encumber rights to the Services or the Software.

1.1.2 No Transfer of Ownership

Except as expressly set forth in this Agreement, Licensor owns and retains all rights, title,
and interest in the Services, Documentation, and any and all related materials. This
Agreement does not transfer ownership rights in the Services, Documentation, or any
related materials to Licensee or any third party. If Licensee allows any third party to use
or have access to the Services, the third party shall be considered a Licensee by the terms
of this Agreement and shall be liable for any unauthorized use of the Services under the
terms of this Agreement. Licensee may not sell the Services to any person or make any
other commercial use of the Services.

1.2 Guaranteed Availability of the Services.

NWEB guarantees that the Services will be available 99% of the time for each prepaid
Subscription interval (“Guaranteed Uptime”). For example, if You subscribe to a monthly
Subscription to the Services, NWEB guarantees that the Services will be available 99%
of the month. If NWEB fails to maintain this level of service availability, You may
contact NWEB and request a credit of 5% of Your Subscription Fees for the subscription
interval in which the Guaranteed Uptime was not met. The credit may be used only for
the purchase of other products and services from NWEB, and is exclusive of any
applicable taxes. The credit does not apply to service interruptions caused by (a) periodic
scheduled maintenance or repairs that NWEB may undertake from time to time; and (b)
causes beyond the control of NWEB or that are not reasonably foreseeable by NWEB.

1.3 Ownership.

1.3.1 Copyright © 2002-2008 NWEB SRL. All rights reserved. The Services and all
copyrights, patents, trade secrets, trademarks and other intellectual property rights
protecting or pertaining to any aspect of the Services shall remain the sole and exclusive
property of NWEB and, where applicable, NWEB's and Resellers. This Agreement does
not convey title or ownership to Licensee or another third party, but instead gives
Licensee only the limited rights set forth in this Agreement.

1.3.2 The NWEB.IT Web site, the GETMAILUP.COM (or “MAILUPNET.COM”) and
MAILUP.IT Web sites, and the information that they contain, are the property of NWEB
and its affiliates and licensors, and is protected from unauthorized copying and
dissemination by international copyright law, trademark law, international conventions
and other intellectual property laws.

1.3.3 MailUp is a registered trademark property of NWEB SRL.

1.4 MailUp Console.

A License to the Services includes the ability for You to access a back-end administration
console ("MailUp Console") that allows Licensee to use the features that are provided as
part of the Services, including the ability to create, manage, send and track an e-mail
message to contacts. Licensee agrees to use the MailUp Console in accordance with the
Rule of Contact and Anti-SPAM policies listed in the “Terms and Conditions” section of
the NWEB Web site at the URL http://www.mailupnet.com or
http://www.getmailup.com.

1.5 Subscription Fees

The Services are subject to the payment of subscription fees ("Subscription Fees").
Subscription Fees are to be paid to NWEB or the NWEB Resellers that are making the
Services available for sale to You. Access to the Services will be disabled when
Subscription Fees are not paid. Subscription Fees are paid in advance for the period that
they cover, in the amount published on the NWEB Web site or on the Web site of its
Resellers. Subscription Fees are subject to change at any time, and are not refundable as
per section 4.2, “No Refunds”. For example, a monthly Subscription Fee is paid at the
beginning of the month for which the Services are provided, and cannot be refunded if
You cancel Your subscription at any time during the month.

1.6 Unable to Process Payment

If NWEB or its Resellers are unable to successfully process the payment associated with
Your Subscription Fees, Your License to use the Services will be terminated until
successful payment has been received. You are responsible for providing NWEB and its
Resellers with accurate and up-to-date payment information to ensure that there is no
interruption of service.

1.7 Rule of Conduct

You acknowledge that You have read and that You agree with the “NO SPAM” policy
published by NWEB in the “TERMS & CONDITIONS” area of its Web site located at
www.getmailup.com or www.mailupnet.com. Specifically, You acknowledge and agree
that You will not harvest emails from web sites, purchase lists of contacts (whether they
are opt-in or not), send out unrelated offers or content to Your newsletter list, add an
email address into a list without the subscriber’s permission, email someone who has
requested to be removed from Your list. On the contrary, You acknowledge and agree
only to use the Services to send message to a recipient who has opted-in to receive it and
always include for the recipient the ability to unsubscribe from the recipient list. You
acknowledge and agree that the “NO SPAM” policy may be updated at any time with
additional requirements and that You will comply with any new such requirement or
cancel Your subscription to the Services.

1.8 Content Restrictions

You acknowledge that You have read and that You agree with the “CONTENT
RESTRICTIONS” policy published by NWEB on the “TERMS & CONDITIONS” area
of its Web site located at www.getmailup.com or www.mailupnet.com. You
acknowledge and agree that the “CONTENT RESTRICTIONS” policy may be updated
at any time with additional requirements and that You will comply with any new such
requirement or cancel Your subscription to the Services.

1.9 Privacy Policy

You acknowledge that You have read and that You agree with the “PRIVACY POLICY”
policy published by NWEB on the “TERMS & CONDITIONS” area of its Web site
located at www.getmailup.com or www.mailupnet.com. You acknowledge and agree that
the “PRIVACY POLICY” may be updated at any time with additional requirements and
that You will comply with any new such requirement or cancel Your subscription to the
Services.

1.10 Image and File Hosting

A MailUp Console includes 5 MB of storage space for images and other files used in connection with the MailUp service. You acknowledge and agree that this storage space will only be used to store images and documents that are embedded or linked to in the messages created and sent via your MailUp console. At the end of each billing period, your MailUp Console will automatically calculate the average storage space used during that period and space used beyond the 5 MB included with your subscription will be charged according to the prices listed on the MailUp Web site at http://www.getmailup.com/mailup-file-hosting.asp. You can view your daily and average storage space utilization through your MailUp Console. Your MailUp Console will notify you when the average storage page utilized exceeds your allotted amount.

2. LICENSOR’S OBLIGATIONS

2.1 Update Guarantee

See section 1.2, “Guaranteed Availability of the Services”.

2.2 Technical Support

Technical support documents and answers to frequently asked questions related to the use
of the Software are available free of charge to all licensed users of the Services on
NWEB’s the URL http://www.mailupnet.com or http://www.getmailup.com. Technical
support is also provided by NWEB and its Resellers via e-mail on a ‘best effort’ basis.

3. TERMINATION

3.1 Termination

This Agreement is terminated when the Subscription is cancelled. Licensee may cancel
the Subscription at any time. NWEB may cancel the Subscription when Subscription
Fees have not been paid, or Licensee failed to comply with the Rule of Conduct as per
section 1.7, Content Restrictions as per section 1.8, or Privacy Policy as per section 1.9.
Otherwise, this Agreement will remain in effect as long as Licensee pays to NWEB or its
Resellers the Subscription Fees that are associated with the Subscription. NWEB may
terminate all rights granted under this Agreement in case of material breach of this
Agreement that is not cured within ten (10) days of receipt of notice specifying the
breach and requiring its cure.

3.2 Rights on Termination

Licensor has and reserves all rights and remedies that it has by operation of law or
otherwise, to enjoin the unlawful or unauthorized use of the Services. Upon termination,
all rights granted to the Licensee under this Agreement shall cease.

3.3 Right to Access MailUp Console after Termination
Licensor may grant Licensee the right to access the MailUp Console for a brief amount of
time after the Subscription has been cancelled. The amount of time is 15 days or less.
Licensee will only be able to use the Services for the purpose of exporting recipient
information.

3.4 Outstanding Fees

Termination shall not relieve Licensee of the obligation to pay Subscription Fees or any
other fees while this Agreement was in effect. All fees are due immediately upon
Termination.

4. WARRANTIES AND INDEMNIFICATION

4.1 Warranties

NWEB IS PROVIDING THE SERVICES AND THE DOCUMENTATION "AS IS."
NWEB DISCLAIMS ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS
(WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO
THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR
PURPOSE (WHETHER OR NOT NWEB KNOWS, HAS REASON TO KNOW, HAS
BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE)
AND ANY WARRANTIES RESPECTING CONDITIONS OF TITLE OR
NONINFRINGEMENT, WHETHER ALLEGED TO ARISE BY OPERATION OF
LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF
DEALING. NWEB ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED
WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN
LICENSEE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
DISCLAIMER, NWEB DOES NOT WARRANT THAT THE SERVICES WILL
FUNCTION WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT NWEB
WILL CORRECT ALL DEFICIENCIES, ERRORS, DEFECTS OR
NONCONFORMITIES OR THAT THE SERVICES WILL MEET YOUR SPECIFIC
REQUIREMENTS.

4.2 No Refunds

When the Subscription to the Services is cancelled for any reason, the Licensee will no
longer be billed for the Services, except for unpaid Subscription Fees or any other fee
accrued while the Subscription was in effect. However, the Licensee acknowledges and
agrees that Subscription Fees will not be refunded pro-rata for subscription periods that
may have been prepaid, including the time interval in which the subscription was
cancelled.

4.3 Indemnification of Resellers

NWEB agrees to indemnify and hold harmless its Resellers and the Resellers’ officers,
directors, owners, and employees, for any and all losses, costs and other liabilities
incurred, including reasonable attorneys' fees, relating to third party claims that the
Services, furnished and used within the scope of this Agreement, infringes any copyright,
patent, trademark or trade secret provided that: (1) Reseller is given prompt notice of the
claim; (2) Reseller is given control over the defense and/or settlement of the claim, and
Reseller reasonably cooperates with NWEB in such investigation, defense and/or
settlement.

4.3 Disclaimer.

THE WARRANTIES SET FORTH IN SECTION 4.1, ABOVE, ARE IN LIEU OF,
AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT
LIMITATION: (a) ANY WARRANTY THAT THE SERVICES IS ERROR-FREE,
WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL
EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED
WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES
OF FITNESS FOR A PARTICULAR PURPOSE.

5. CONFIDENTIALITY

5.1 Confidentiality.

Licensee acknowledges that the Services and Documentation, and all information relating
to the business and operations of the Licensor that Licensee learns or has learned during
or prior to the term of this Agreement contains valuable trade secrets and proprietary
information belonging to NWEB. Licensee must keep confidential and protect from
unauthorized disclosure all such source code and all information that NWEB expressly
designates as confidential or that any reasonable person would understand to be
confidential or proprietary. Without limiting the foregoing, during the period this
Agreement is in effect, and at all times afterwards, Licensee, and its employees,
contractors, consultants, and agents, will; (a) take reasonable security precautions and
safeguard all information with precautions and diligence that are at least as great as the
precautions and diligence that Licensee takes to protect its own confidential information;
(b) maintain the confidentiality of this information (c) not use the information except as
permitted under this Agreement (d) disclose the information described in this section only
to Licensee employees or consultants on a need-to-know basis; and (e) require employees
or consultants to execute appropriate written agreements sufficient to enable compliance
with Licensee’s confidentiality obligations under this Section 5.1. (f) not disseminate,
disclose, sell, publish, or otherwise make available the information to any third party
without the prior written consent of Licensor.

5.2. Injunctive Relief for Breach.

Licensor and Licensee acknowledge that any breach of Section 5.1 by a receiving party
will irreparably harm the disclosing party. Accordingly, in the event of a breach, the
disclosing party is entitled to promptly seek injunctive relief in addition to any other
remedies that the disclosing party may have at law or in equity.

6. DAMAGES

6.1. Limitation of Liability.

LICENSOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE,
DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS
INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION
IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF LICENSOR
OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES UNDER THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY
LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

6.2 Damages Limitation.

NWEB'S CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY NATURE
RELATED TO THE SERVICES OR OTHERWISE ARISING FROM THIS
AGREEMENT, INCLUDING ANY CAUSE OF ACTION IN CONTRACT, TORT OR
STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL
SERVICE FEES, EXCLUDING SUPPORT FEES, THAT NWEB MAY RECEIVE
FROM LICENSEE, AN AUTHORIZED NWEB RESELLER OR LICENSEE’S
HOSTING PROVIDER IN CONNECTION WITH USE OF THE SERVICES.
NEITHER NWEB NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES OR FOR ANY LOSS OF PROFITS EVEN IF NWEB OR ANY SUPPLIER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

7. EXPORT CONTROLS AND RESTRICTED RIGHTS

7.1. Export Controls.

The Service, the Documentation, and all underlying information or technology may not
be exported or re-exported into any country to which the U.S. has embargoed goods, or to
anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the
U.S. Commerce Department's Table of Deny Orders. Licensee shall not export the
Services or Documentation or any underlying information or technology to any facility in
violation of these or other applicable laws and regulations. Licensee represents and
warrants that it is not a national or resident of, or located in or under the control of, any
country subject to such export controls.

7.2. Restricted Rights.

The Service and Documentation are provided with Restricted Rights. Use, duplication, or
disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph
(c)(1) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-
19, subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013, or subparagraph (d) of the Commercial Computer
Software--Licensing at NASA FAR supplement 16-52.227-86, or their equivalent, as
applicable.

8. GENERAL

8.1. Assignment.

Licensee may not assign, sublicense, or transfer Licensee's rights or delegate its
obligations under this Agreement without Licensor's prior written consent, which will not
be unreasonably withheld. This Agreement shall be binding upon the successors and
assigns of the parties to this Agreement.

8.2. Entire Agreement.

This Agreement, along with other documents expressly referenced in this Agreement,
constitutes the final and complete understanding between the parties, and replaces and
supersedes all previous oral or written agreements, understandings, or arrangements
between the parties with respect to the subject matter contained in this Agreement.

8.3. Waiver.

This Agreement may not be modified or amended except in a writing signed by an
authorized officer of each party. The failure of either party to enforce any provision of
this Agreement shall not be deemed a waiver of the provisions or of the right of such
party thereafter to enforce that or any other provision.

8.4. Notices.

Except as otherwise provided in this Agreement, notices required to be given pursuant to
this Agreement shall be effective when received, and shall be sufficient if given in
writing, hand-delivered, sent by facsimile with confirmation of receipt, sent by First
Class Mail, return receipt requested (for all types of correspondence), postage prepaid, or
sent by email to the following address: info@nweb.it.

8.5. Publicity.

Without the prior written consent of the other party, neither party shall disclose the terms
and conditions of this Agreement, except disclosure may be made as is reasonably
necessary to the disclosing party's bankers, attorneys, or accountants or except as may be
required by law.

8.6. Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the
State of California.

8.7. Severability.

In case any provision of this Agreement is held to be invalid, unenforceable, or illegal,
the provision will be severed from this Agreement, and such invalidity, unenforceability,
or illegality will not affect any other provisions of this Agreement.

8.8. Attorney's Fees.

In the event of any dispute between the parties arising out of this Agreement, the
prevailing party shall be entitled, in addition to any other rights and remedies it may
have, to recover its reasonable attorney's fees and costs.