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Beta Testing End User License Agreement (EULA)
This Beta Testing EULA is a legal agreement (hereinafter "Agreement") between Clickety*Split, Inc, (a Nevada corporation) (Clickety*Split) and you, either an individual or a single entity, (hereinafter "Licensee"). This Agreement covers all software, the associated media, any printed materials, data, files and information and any "online" or electronic documentation ("Software"), which it accompanies. This Agreement takes precedence over any other agreement or terms embedded within the software.

Assent to Be Bound
By clicking the "I accept the terms..." checkbox on the Become a beta tester page, by executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree with any term or condition, do not download, order, open, install or use the Software or product package. Contact Clickety*Split to arrange the return of the Software and accompanying materials to Clickety*Split at no charge to Licensee.

DISCLAIMER
THE BETA SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SOFTWARE AND/OR ACCOMPANYING MATERIALS.

Feedback from Licensee
It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to Clickety*Split reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). Contingent upon all of the terms and conditions herein and especially upon Licensee's obligations to provide Feedback, Licensee grants Clickety*Split, under all of Licensee's intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Clickety*Split product, technology, service, specification or other documentation (individually and collectively, "Clickety*Split Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Clickety*Split Product; (iii) solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Clickety*Split Product, technology or service. Further, Licensee warrants that Licensee's Feedback is not subject to any license terms that would purport to require Clickety*Split to comply with any additional obligations with respect to any Clickety*Split Products that incorporate any Feedback.

Grant of License
Subject to the terms and conditions of this Agreement, Clickety*Split grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.

Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) Modify or create any derivative works of any Software or documentation, including translation or localization (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) Copy the Software except as provided in this Agreement or elsewhere by Clickety*Split; (c) Separate Software, which is licensed as a single product, into its component parts. (d) Sublicense or permit simultaneous use of the Software by more than one user; (e) Reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) Redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may NOT transfer the Software under any circumstances; (g) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) Publish any results of benchmark tests run on any Software to a third party without Clickety*Split prior written consent; or (i) Use any Software on a system with more CPUs than the number licensed, by more users than have been licensed, on more computers or computing devices than the number licensed, or by more developers than the number licensed, as applicable.

Beta-Software Product Support
Clickety*Split is under no obligation to provide technical support under the terms of this license, and provides no assurance that any specific errors or discrepancies in the Software will be corrected.

Ownership and Copyright of Software
Title to the Software and all copies thereof remain with Clickety*Split and/or or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Clickety*Split does not grant any express or implied right to Licensee under Clickety*Split patents, copyrights, trademarks, or trade secret information.

Confidentiality
The enclosed Software is Confidential Information. Licensee will not disclose Software or any comments regarding Software to any third party without the prior written approval of Clickety*Split. Licensee will maintain the confidentiality of Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. Licensee will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Licensee's part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to Licensee without any limitation on use or disclosure prior to its receipt from Clickety*Split; or (d) independently developed by Licensee's employees; or (e) generally made available to third parties by Clickety*Split without restriction on disclosure.

Term Of This Agreement
Licensee's rights with respect to the Beta Software will terminate upon the earlier of (a) the initial commercial release by Clickety*Split of a generally available version of the Software or (b) six months after the last date Recipient receives the Software or any update thereto. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Clickety*Split (or, at Clickety*Split' request, destroy), the Software, Documentation, and all other tangible items in Licensee's possession or control that are proprietary to or contain Confidential Information.

Limitation on Liability
Provision of any Software under this Agreement is experimental and shall not create any obligation for Clickety*Split to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL Clickety*Split OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF Clickety*Split HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Export Restrictions
Licensee acknowledges that Software is of U. S. origin. Recipient agrees to comply with all applicable international and national laws that apply to the Software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U. S. and other governments.

Entire Agreement
This Agreement constitutes the complete and exclusive agreement between Clickety*Split and Licensee with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by an authorized representative of Clickety*Split and Licensee.

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Clickety-Split Platinum Member Agreement
Clickety-Split, Inc. ("Clickety-Split" or the "Company") and Platinum Member hereby agree as follows:

• Product. Clickety-Split has developed a software program (the "Software") that enhances a computer user's experience as he/she completes ordinary tasks on his/her computer such as; using the Internet, creating and modifying documents, sending email, texting a cell phone from your computer, opening other software or gaming applications. Clickety-Split anticipates that it will generate advertising revenue from advertisers whose advertisements will appear on computer-users' screens when the Clickety-Split software is used. After an initial testing phase, this software will be available to all potential members free of charge. Clickety-Split will primarily rely on viral marketing to create adoption and usage of the Software.
• Platinum Member Compensation. Platinum Members shall be compensated for providing Members' Duties according to a proprietary formula developed by Clickety-Split. The compensation formula is proprietary and is designed to measure the value of a Member's contribution to the success of the Company. Components to the compensation formula include, but are not limited to, the number of referrals who become software users, advertising revenue generated by the member and those who the member refers and other activities that the Company believes will add value to itself. Because the compensation formula can be abused if the specific formula is disclosed, Clickety-Split will not disclose the formula, and Platinum Member waives all claims and rights to discover the formula. Clickety-Split reserves the right to unilaterally change the compensation formula at its discretion. All compensation shall be paid from advertising revenue. No compensation shall be paid from Platinum Membership fees. Compensation shall be paid on or about the 30th day of each month, for the Platinum Member Duties performed in the preceding month. Clickety-Split makes no guarantee that Platinum MEMBER (s) will earn or receive any compensation, that a Platinum Membership will be profitable, nor that Platinum Member will or can recover his/her membership fee.
• Platinum Member Duties. Platinum Member's performance of their duties is central to the success of Clickety-Split as it is through Platinum Members efforts that the viral referrals and usage of the Software shall be initiated and advertisers will be attracted to Clickety-Split. The Company reserves the right to amend the Platinum Member Duties, and may add, amend, or withdraw duties, as it deems appropriate in its sole discretion. If any Platinum Member Duties are added, deleted, or amended, the Company shall notify Platinum Members at their email addresses on file with the Company. The following duties and functions shall be performed by Platinum Members:
  • Premium Platinum Members ("PPMs"). Premium Platinum Members shall perform the following Platinum Member Duties:
  • PPMs shall regularly, consistently use the Software as bona fide user;
  • PPMs shall provide feedback to Clickety-Split, describing his/her user experience, and notify the Company of any bugs or problems with the Software. From time to time, PPMs will have the opportunity to participate in company surveys, focus groups and other formal feedback settings;
  • PPMs shall refer friends, family, colleagues, and acquaintances to the Company's website where they can join Clickety Split and download the software for free;
  • PPMs shall refer prospective Platinum Members to the Company;
  • PPMs will educate, encourage, teach and train other users how to benefit from the Clickety Split Rewards Point system;
  • PPMs shall use his/her best efforts to successfully generate new users of the Software and to develop and build the Clickety-Split online community;
  • PPMs must maintain a Member Value of four (4) (out of 6) based on the Clickety-Split Rewards Point system.
  • PPMs have twelve (12) months to reach the Member Value of four (4) ("PPM Certification") before they are subject to any potential sanctions.
  • Elite Platinum Members ("EPMs"). Elite Platinum Members shall perform the following Platinum Member Duties:
  • EPMs shall regularly, consistently use the Software as bona fide user;
  • EPMs shall provide feedback to Clickety-Split, describing his/her user experience, and notify the Company of any bugs or problems with the Software. From time to time, EPMs will have the opportunity to participate in company surveys, focus groups and other formal feedback settings;
  • EPMs shall refer friends, family, colleagues, and acquaintances to the Company's website where they can join Clickety Split and download the software for free;
  • EPMs shall refer prospective Platinum Members to the Company;
  • EPMs will educate, encourage, teach and train other users how to benefit from the Clickety Split Rewards Point system;
  • EPMs shall use his/her best efforts to successfully generate new users of the Software and to develop and build the Clickety-Split online community;
  • EPMs must maintain a Member Value of three (3) (out of 6) based on the Clickety-Split Rewards Point system.
  • EPMs have nine (9) months to reach the Member Value of three (3) ("EPM Certification") before they are subject to any potential sanctions.
  • Select Platinum Members ("SPMs"). Select Platinum Members shall perform the following Platinum Member Duties:
  • SPMs shall regularly, consistently use the Software as bona fide user;
  • SPMs shall provide feedback to Clickety-Split, describing his/her user experience, and notify the Company of any bugs or problems with the Software. From time to time, SPMs will have the opportunity to participate in company surveys, focus groups and other formal feedback settings;
  • SPMs shall refer friends, family, colleagues, and acquaintances to the Company's website where they can join Clickety Split and download the software for free;
  • SPMs shall refer prospective Platinum Members to the Company;
  • SPMs will educate, encourage, teach and train other users how to benefit from the Clickety Split Rewards Point system;
  • SPMs shall use his/her best efforts to successfully generate new users of the Software and to develop and build the Clickety-Split online community;
  • SPMs must maintain a Member Value of two (2) (out of 6) based on the Clickety-Split Rewards Point system.
  • SPMs have six (6) months to reach the Member Value of two (2) ("SPM Certification") before they are subject to any potential sanctions.
  • Platinum Member Fees
  • Premium Platinum Members. PPMs shall pay a membership fee of $495.00.
  • Elite Platinum Members. EPMs shall pay a membership fee of $295.00.
  • Select Platinum Members. SPMs shall pay a membership fee of $245.00.
  • Platinum Member Cancellation and Refund. Platinum Members may cancel this transaction at any time within three business days from the date of this transaction and receive a full refund, less any compensation paid to Platinum Member. To cancel and receive a full refund, please contact customer service and complete and submit the online Premium Member Cancellation.
  • Restrictions on Marketing Activities. In performing duties under this Agreement, Platinum Member shall adhere to the following requirements:
  • Platinum Member shall not engage in any activity that is illegal, including but not limited to violation of any federal or state anti-spam laws, do-not-call laws, and laws that prohibit unsolicited faxes.
  • Platinum Member shall not directly or indirectly utilize any website, blog, forum, or advertising of any other nature which relates to, links to or from, or contains any of the following:
  • Content that is sexually suggestive, explicit, obscene, or pornographic;
  • Content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
  • Content that is graphically violent, including but not limited to any violent video game images;
  • Content that is solicitous of any unlawful behavior;
  • Content that is in violation of any intellectual property rights of the Company or any third party.
  • Platinum Members shall not engage in any deceptive or misleading conduct. This includes, but is not limited to, making express or implied representation to a prospective Platinum Member of any income that can be generated through the Platinum Member Program. By way of example, and not limitation, disclosure of a Platinum Member's income derived from Clickety-Split constitutes an income representation and is prohibited.
  • Platinum Member shall not represent that the Platinum Member Program has been reviewed, approved, or endorsed by any government or law enforcement agency.
  • Availability of the Platinum Member Program. The Premium, Elite, and Select Platinum Member Programs are available only in the United States. In addition, these programs are not available as follows:
  • The Premium Platinum Member Program is NOT AVAILABLE outside of the United States, and is NOT AVAILABLE to residents of, and may not be advertised, offered, promoted, or sold, in or from the states of Alaska, Connecticut, Hawaii, Indiana, Louisiana, Maine, Maryland, Michigan, Minnesota, Montana, New York, North Carolina, North Dakota, Oregon, South Carolina, South Dakota, Utah, Washington, and Wisconsin.
  • The Elite Platinum Member Program is NOT AVAILABLE outside of the United States, and is NOT AVAILABLE to residents of, and may not be advertised, offered, promoted or sold, in or from the states of Alaska, Connecticut, Hawaii, Indiana, Louisiana, Maine, Maryland, Michigan, Minnesota, Montana, New York, North Carolina, North Dakota, Oregon, South Carolina, South Dakota, Washington, and Wisconsin.
  • The Select Platinum Member Program is NOT AVAILABLE outside of the United States, and is NOT AVAILABLE to residents of, and may not be advertised, offered, promoted or sold, in or from the states of Connecticut, Hawaii, Indiana, Louisiana, Maryland, Michigan, Minnesota, Montana, New York, North Carolina, North Dakota, Oregon, South Dakota, Washington, and Wisconsin.
  • If Platinum Members utilize any website, blog, email, or any other method of marketing or promotion that is or may be received or viewed in unauthorized states, or any country other than the United States, Platinum Member must clearly and conspicuously disclose on the first page of such marketing material that the Platinum Member Program is not available outside of the United States, nor is it available to residents of the states listed above. Such disclosure must be in at least 12-point bold font, and must be in a color that starkly contrasts against the background color and any imagery on the page.
  • Use of Company Intellectual Property. Platinum Members are not authorized to use, and shall not use, the Company's intellectual property, including but not limited to, the Company's trademarks, trade names, symbols, service marks, artwork, commercial symbols, and/or logos (collectively "Marks") unless the Platinum Members follows the terms of use and other requirements as outlined on the follow website www.clicketysplit.com/logoguide.php. In all of Platinum Member's marketing and promotional activities, Platinum Member shall identify him/herself via Platinum Member's own individual or business name. Platinum Member's business name, email address, website, blog, and promotional or advertising material shall not use of the Company's Marks, or any derivative of the Marks that could lead a third party to reasonably believe that Platinum Member is a representative, agent, distributor, or otherwise affiliated with the Company.
  • Relationship of Parties. Platinum Members and the Company shall have the relationship of Independent Contractor and Principal. In this capacity, Platinum Member shall provide the Company with a properly completed IRS Form W-9 prior to this Agreement taking effect. MEMBER SHALL NOT BE TREATED AS AN EMPLOYEE OF CLICKETY-SPLIT FOR FEDERAL OR STATE TAX PURPOSES OR FOR ANY OTHER REASON. Clickety-Split is not responsible for withholding, and shall not withhold or deduct from Platinum Member's compensation, if any, unemployment security, FICA, or taxes of any kind. As an independent contractor, Platinum Member shall not be under the direct supervision or control of the Company, and Platinum Member agrees and understands that the Company shall not provide Platinum Member with assistance in performing Platinum Member's Duties. It shall be up to Platinum Member's discretion how he/she shall perform the duties set forth in paragraph 3, so long as Platinum Member performs his/her duties in compliance with the law and the requirements of this Agreement. In addition, Platinum Member shall be responsible for his/her own business expenses, legal and accounting expenses, office expenses, equipment, marketing materials and business tools. Platinum Member shall provide his/her own office facilities, and it shall be incumbent upon Platinum Member to obtain any business licenses required pursuant to Platinum Member's local law.
  • Term and Termination.
    • Term. This Agreement shall expire one year from the official launch of the free software launch unless renewed.. The Platinum Member has a right to renew this Agreement for a fee of $195 for PPMs, $145 for EPMs and $95 for SPMs. These renewal fees will be waived if the Platinum Member has at least 300 active members in his/her 5 Circles.
    • Termination. Platinum Member may terminate this Agreement at any time prior to the expiration date by providing the Company with written notice of cancellation. The Company may terminate this Agreement for Platinum Member's non-performance of his/her Member Duties, and/or other breach, upon providing written notice of cancellation to the Platinum Member. Cancellation shall be immediate upon issuing written notice of cancellation unless otherwise required by applicable law.
  • Effect of Termination. Upon the expiration or termination of this Agreement, Platinum Member shall be authorized to continue to use the Software, but Platinum Member shall no longer be entitled to receive compensation from Clickety-Split. In addition, Platinum Member shall not engage in any of the Platinum Member's Duties set forth in paragraph 3.
  • Assignment and Delegation. Neither party may assign any right, or delegate any duty, specified in this Agreement unless mutually agreed upon by each party or its successor. Notwithstanding the foregoing, nothing in this Agreement shall restrict Platinum Members from hiring employees to perform its duties under this Agreement so long as the employees are under Platinum Member's supervision and control. In addition, nothing in this Agreement shall restrict Clickety-Split's right to sell the Company to any third party. If a sale of the Company were to occur, it shall be a term of the sales contract between the Company and the Buyer that the Buyer shall be required to fulfill the Company's obligations pursuant to this Agreement.
  • Indemnification. If in the course of performing his/her services under this Agreement, Platinum Member engages in any act or omission which results in the Company incurring any civil, criminal, or administrative damage, penalty, sanction, settlement, disgorgement, fine, or liability of any nature (collectively "Damages"), Platinum Member agrees to indemnify the Company for all such Damages, and shall further pay all legal fees and expenses incurred by the Company.
  • Severance and Reformation. If any provision, or any portion of any provision, in this Agreement is held to be void or unenforceable by a court properly vested with jurisdiction, only such void or unenforceable provision, or limited portion of such provision, shall be severed from the Agreement. The severed terms shall be reformed in a fashion such that the provision shall then be enforceable. All unaffected provisions in the Agreement shall remain in full force and effect.
  • Dispute Resolution. If a dispute between Platinum Member and Clickety-Split arising from or relating to the Agreement, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation. Such mediation shall last no more than one day, with each party bearing its own costs and expenses, and shall take place in Phoenix, Arizona. If mediation is unsuccessful, the dispute shall be resolved exclusively through binding arbitration. Arbitration proceedings shall be held in Phoenix, Arizona. Each party shall be entitled to all discovery rights as specified in the Federal Rules of Civil Procedures, and the Federal Rules of Evidence shall be strictly applied. Notwithstanding the foregoing, either party shall be entitled to bring an action before the State or Federal Courts in Maricopa County, Arizona seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights. The parties consent to exclusive jurisdiction and venue before any federal or state court in Maricopa County, State of Arizona, for purposes of enforcing an award by an arbitrator, an action for equitable relief, or any other matter not subject to arbitration.
  • Limitation of Actions. If Platinum Member wishes to bring an action against the Company for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under applicable law. Failure to bring such action within such time shall bar all claims against the Company for such act or omission. Platinum Member waives all claims that any other statute of limitations applies.
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