End-User Software License Agreement
Envex Developments a YourSolutions.net, LLC Company
November 19th, 2005

IMPORTANT - PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR INSTALLING ANY SOFTWARE FROM THIS WEBSITE. THIS AGREEMENT PROVIDES IMPORTANT INFORMATION CONCERNING THE SOFTWARE, PROVIDES YOU WITH A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY AND LIABILITY INFORMATION.

BY DOWNLOADING THE SOFTWARE, YOU AGREE TO ENTER INTO THIS END-USER SOFTWARE LICENSE AGREEMENT WITH ENVEX DEVELOPMENTS A YOURSOLUTIONS.NET, LLC COMPANY (the "Licensor") AS OF THE DATE OF DOWNLOAD OR ORDERING (the "Effective Date"), AND AGREE TO BECOME BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT WISH TO DO SO, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING OR ORDERING THE SOFTWARE.

1. Definitions. In this Agreement capitalized terms have the meanings ascribed to those terms in Schedule "A" attached hereto.

2. Grant of Non-Exclusive License. Subject to the terms and conditions of this Agreement, the Licensor grants to you in conjunction with a single domain name a non-exclusive, non-transferable, revocable and personal license to use the Software only for internal business use as follows; installation and use of one copy of the Software, for which you have paid the applicable License Fee(s), on a single computer or server ("Computer").

3. License Restrictions. The Software is licensed and not sold to you. You have no ownership rights in the Software, rather this license gives you limited rights to use the Software.

4. Your Covenants. You will:

(a) adopt and enforce such internal policies, procedures and monitoring mechanisms to ensure that the Software is used in accordance with this Agreement; and
(b) take all steps necessary to ensure that no person or entity will have unauthorized access to the Software; and will not permit any other person or entity to:
(c) sell, assign, rent, lease, lend, transfer, distribute, sub-license or otherwise dispose of any of your rights or obligations under this Agreement or in the Software;
(d) possess or use the Software or any portion thereof other than in machine readable object code;
(e) modify, decompile, reverse engineer or disassemble the Software or rent, lease, resell, distribute or create any derivative works based upon the Software; or
(f) remove or obscure the Licensor's copyright, trademark or other proprietary notices or legends from any of the materials contained in the Software.

5. Copying. You will use the Software only in the manner expressly permitted by this Agreement. Except as permitted herein, you are authorized to use the Software only in connection with a single computer. If you wish to utilize the Software on more than one computer, you must license another copy of the Software. You may only make a copy of the Software as is reasonably required for performing your obligations hereunder (including back-up and archival copies). You will not otherwise copy or distribute the Software and will accurately reproduce on each copy of the Software all copyright, confidentiality and proprietary notices specified by the Licensor.

6. Title to Software. The Software is protected by copyright laws and international treaties. You acknowledge that the Software, including, without limitation, all modifications, all enhancements and derivatives, and all patents, copyrights, trade secrets and other proprietary rights in and to the Software are and will at all times remain the exclusive property of the Licensor.

7. Your Responsibilities. You, and not the Licensor, are responsible for:

(a) the selection of the Software;
(b) the installation of the Software on your Computer; and
(c) the use of and results obtained from the Software.
(d) your operating environment;
(e) the maintenance of your Computer or other equipment on which the Software is to operate;
(f) the provision of adequate back-up for the Software; and
(g) the provision of competent operators for the Software.

8. Support Services. The Licensor will provide support services for the Software as described in the Customer Support Policies which may be amended from time to time as posted on the Licensor's website. Other than the foregoing, support services for the Software are not provided as part of this Agreement.

9. Upgrades and New Versions. The Licensor may, from time to time, produce upgrades or new versions of the Software. The Licensor may offer to license such upgrades or new versions to you at an additional License Fee to be determined by the Licensor, in its sole discretion. You are not obligated to purchase any such upgrades or new versions.

10. License Fee and Taxes. You agree to pay to Licensor or its Reseller the applicable license fee (the "License Fee") as required for use of the Software. You also agree that payment of the License Fee will be made according to available payment methods offered by Licensor or its Reseller. If you choose to pay the License Fee:

(a) in a lump sum, your credit card will be charged on the Effective Date, or you must submit a Bank Wire or pay by PayPal prior to any use of the Software; or
(b) if available, you may pay through a license financing option, your credit card will be charged the first monthly amount on the Effective Date and, subsequently, the appropriate monthly amount every month for the agreed upon term of lease.

The License Fee does not include sales, use or other taxes. You will pay any and all taxes arising out of this Agreement or the use of the Software.

11. Limited Warranty. The software is licensed "as is" without warranty of any kind except to the extent provided hereinafter. The Licensor warrants that (a) it has the right to license the Software to you pursuant to this Agreement; and (b) the Software will perform substantially in accordance with the performance standards specified by the Licensor for a period of 30 days after the Effective Date. The Licensor does not warrant that the Software will operate on an uninterrupted, error-free basis or that defects will be corrected or that the Software will meet any particular criteria of performance or quality.

12. Your Exclusive Remedy. Your exclusive remedy and the Licensor's sole liability for any failure of the Software to meet the limited warranty contained in Section 11 hereof will be limited to, provided the Licensor receives notice of such non-conformity within the limited warranty period and at the Licensor's option, either: (a) using its best efforts to correct any defect in the Software; or (b) replacing the Software. If the Licensor fails to correct a material, documented, reproducible defect or error within 15 days of being notified of such non-conformity you may, at your discretion, terminate this Agreement, and the Licensor or its Reseller will refund to you the amount of the License Fee paid by you for the Software, less any service fees as outlined in the Refund Policy plus an allowance for the reasonable value of your use of such Software.

13. Warranty Exclusions. The Licensor's warranty obligation under Section 11 hereof will not apply to any defect or non-conformity in the Software resulting from:

(a) any modification or adaptation to the Software made by a party other than the Licensor;
(b) improper use or operation of the Software or the applicable system;
(c) accident, neglect, misuse, failure of electric power, failure to provide appropriate maintenance, calibration or environmental conditions, relocation of hardware or causes other than ordinary use;
(d) repair or alteration, or attempted repair or alteration, of the Software by persons other than the Licensor;
(e) failure caused by a product for which the Licensor is not responsible; or
(f) damage or destruction caused by natural or manmade acts or disasters.

14. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITED WARRANTY CONTAINED IN SECTION 11 HEREOF IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY THE LICENSOR WITH RESPECT TO THE SOFTWARE AND IS IN LIEU OF, AND THE LICENSOR DISCLAIMS, ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE LICENSOR IS NOT LIABLE IF THE SOFTWARE DOES NOT MEET YOUR REQUIREMENTS OR IF THE SOFTWARE WILL NOT OPERATE FREE OF ERRORS, UNINTERRUPTED OR IF THE SOFTWARE WILL NOT FUNCTION IN YOUR HARDWARE ENVIRONMENT.

15. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING CONTRARY CONTAINED HEREIN, THE LICENSOR'S OR ITS RESELLER'S MAXIMUM LIABILITY TO YOU FOR CLAIMS OF ANY KIND IS LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO THE LICENSOR OR ITS RESELLER FOR THE SOFTWARE. IN NO EVENT WILL THE LICENSOR OR ITS RESELLER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DOWNTIME COSTS, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION OR ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER RESULTING FROM OR AS A RESULT OF BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER TORT.

16. Term. This Agreement will remain in effect until it is terminated in accordance with the terms of this Agreement.

17. Termination by Licensor. The Licensor may, at its option, terminate this Agreement and License granted under this Agreement if you fail to perform any or all of your obligations hereunder. In addition to the provisions of section 20, if the Licensor elects to terminate this Agreement, you will immediately pay to the Licensor or it's Reseller the unpaid portion of License Fee in respect of the Software. For greater certainty, you agree that if you have chosen the license financing option, you will immediately pay the total remaining monthly installments of the License Fee and that the Licensor or its Reseller may charge your credit card for such on the date of termination.

18. Termination by End-User. You may terminate this License Agreement and receive certain refunds. In the event that you elect to terminate in accordance with this section, the Licensor or its Reseller will refund:

(a) if you give notice of termination to the Licensor or its Reseller within 30 calendar days of the Effective Date, the paid portion of the License Fee; and
(b) any unused hours in your Service Account at the current hourly rate.
Any refund referred to above will be less;
(c) any nonrefundable taxes; and
(d) any service fees as outlined in the Refund Policy plus an allowance for the reasonable value of your use of such Software.

19. Method of Refund. If any refund is payable to you, the Licensor or its Reseller will pay this to you through one of the following methods, the choice of which is in the sole discretion of the Licensor or its Reseller:

(a) by cheque payable to you; or
(b) if applicable, by reversing the applicable charge(s) to your credit card.

20. Effect of Termination. If either you or the Licensor elects to terminate this Agreement, the Licensor or its Reseller may, but will not be obligated, to exercise any or all of the following rights:

(a) all of the Licensor's obligations hereunder will terminate;
(b) all of your rights, other than those set out in section 18, hereunder will terminate; and
(c) you will:
     (i) immediately cease using the Software; and
     (ii) immediately allow the Licensor or its Reseller access to your Computer so that the Licensor or Reseller may delete or destroy the Software and all copies.
This requirement as contained in section (c) applies to copies in all forms, partial and/or complete, in all types of media and computer memory and whether or not modified or merged into other materials.

21. Non-Infringement Warranty. Except to the extent that the Software is modified or enhanced by a person other than the Licensor, the Licensor represents and warrants that neither the Software nor the use thereof as permitted by this Agreement violates or infringes any copyright, trade secret or other intellectual property right of any person.

22. Indemnity. You will indemnify the Licensor or its Reseller for all fees, charges, costs, or expenses, including, without limitation, solicitors' fees and disbursements on a solicitor and his own client basis, (collectively referred to as "Costs") levied or charged by any solicitors or inspectors retained by or on behalf of the Licensor or its Reseller in connection with any action against you to enforce this Agreement or any action against any person or entity resulting from any infringement or improper disclosure of any patent, copyright or other intellectual property by you, including, without limitation, a breach of Sections 4 or 5 of this Agreement by you. Such Costs will be payable by you to the Licensor on demand, and will bear interest at 7.5% until paid.

23. Survival. Sections 6, 11, 12, 13, 14, 15, 16, 20 and 22 will survive termination of this Agreement for any reason.

24. Time. Time will be of the essence of this Agreement.

25. Assignment and Binding Effect. You will have no right to assign the benefit of this Agreement without the prior, express written consent from the Licensor. This Agreement will be binding upon the parties and their respective successors and permitted assigns.

26. Entire Agreement. This Agreement and the Schedule attached hereto constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, prior agreements, representations, warranties, conditions and undertakings (whether oral or written).

27. Interpretation. This Agreement will be read with all changes of gender or number as required by the context. The headings in this Agreement are inserted for ease of reference and do not affect its interpretation.

28. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Utah and the federal laws of the United States applicable therein. Each of the parties irrevocably agree to the exclusive jurisdiction of the courts of the State of Utah.

29. Severability. Any provision of this Agreement that is voided, voidable or unenforceable in any jurisdiction will be ineffective to the extent of it being voided, voidable or unenforceable without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction and the remainder of this Agreement will be interpreted so as to reasonably effect the intention of the parties.

30. Amendment and Waiver. Modification, variation or amendment to this Agreement will be effective immediately upon being posted on this web site. No provision hereof may be waived unless in writing from Licensor. The failure of either party at any time to require strict performance by the other party of any provision hereof will in no way affect the full right to require such performance at any time thereafter. Neither will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.


SCHEDULE "A" - DEFINITIONS

In this Agreement, the following terms are deemed to mean:
(a) "Agreement" means this End-User Software License Agreement, including all schedules attached hereto, as amended or supplemented from time to time by Licensor;
(b) "Applications" means the whole or any part or any combination of:
     (i) the software programs currently known as:
          (A) "Web Site Replicator" which was developed as a website replication and back office program application;
          (B) "Automatic E-Mail Follow Up System" which was developed as e-mail and mailing list program application;
          (C) "xFlow" which was developed as an enterprise network marketing/direct sales/MLM program application;
          (D) "xFlow Lite" which was developed as a network marketing/direct sales/MLM program application; and
          (E) "Rotate Now" which was developed as a website rotation and advertising co-op management application.
     (ii) all present and future modifications or enhancements to, or versions or derivatives of, the applications described in subsection (i) above that the Licensor may elect to provide to you
(c) "Code" means the whole or any part or any combination of the;
     (i) "Object Code", which means the binary or machine-readable version or form of the computer programming code generated by the compilation of the Source Code to execute the Applications; and
     (ii) "Source Code" which means the complete source code version of the Applications (including, without limitation, all modifications and enhancements thereto or derivatives thereof).
          (A) "Documentation" means all present and future documentation for the Applications including, but not limited to, all documentation intended for an end user, all technical documentation, memoranda, correspondence and other such documentation containing or relating to the design, structure or coding of, or routines used in the Applications;
          (B) "Software" means the Applications and the whole or any part of or any combination of the Code and the Documentation;
(d) "Reseller" which means any Distributor, Affiliate, or Partner who under agreement with Licensor has the right to sell the Software at retail price;
(e) "Refund Policy" which means the respective policy regarding refunds applicable in relation to the Licensor or Reseller from whom you acquired the Software;
(f) "Customer Service Policies" which means the respective policy regarding customer service applicable in relation to the Licensor or Reseller from whom you acquired the Software.