Wood River Technologies, Inc. (owner and operator of Fedmarket.com and hereinafter referred to as "WRT") grants to the person or entity making this purchase ("Subscriber"), and Subscriber accepts, a license to use the Licensed Product in accordance with the terms and conditions contained in this Agreement.

1. DEFINITIONS

1.1 "Licensed Product" means the product or products (Doing Business with Government eBook ("eBook"), Bidengine, ITBids, FedBiz Now, FedBuying Intelligence, CD-Rom of government credit card holders, and/or any other Fedmarket.com products) selected by the Subscriber.

1.2. "Passwords" means username and passwords provided by WRT and used by Subscriber in obtaining access to the Licensed Product.

1.3 "Third party" means any individual or entity other than Subscriber or WRT.

2. LICENSE GRANT/ RESTRICTIONS

2.1. Subscriber is granted a nontransferable, non-exclusive right to access the Licensed Product.

2.2. Subscriber shall not rent, lease, sell or otherwise transfer (hereinafter "transfer") the Licensed Product to a Third Party. Any transfer by Subscriber shall constitute breach and WRT shall be entitled to Subscriber revenue derived from said breach, plus liquidated damages in the amount of $500 for each transfer.

2.3. In the case of the eBook only, Subscriber may distribute copies or portions of copies (in electronic or hard copy formats), to third parties so long as Subscriber does not receive any direct monetary benefit from such distribution, and so long as Subscriber does not alter, add to or remove text from the eBook.

3. TERMS

3.1. This Agreement is effective until terminated.

4. TERM AND FEES

4.1. This Agreement shall have an initial term of one-year commencing on the Contract Date. ITBids subscribers have the option of subscribing on a month-to-month basis. (See Section 6 below.)

4.2. WRT reserves the right to change pricing for the Licensed Product anytime as to Third Parties and upon renewal of this Agreement as to Subscriber.

4.3. WRT IS NOT OBLIGATED TO PROVIDE A CASH REFUND FOR THE LICENSED PRODUCT.

5. PAYMENT

5.1. Timely payment is of the essence of this Agreement. All licenses are to be prepaid with check (U.S.), money order, or credit card. Purchase orders are accepted only with the approval of WRT.

5.2 . Subscriber hereby authorizes WRT to charge the subscription amount to the credit card as indicated on the subscription form filled out by subscriber.

6. CREDIT CARD/MONTHLY PAYMENTS

6.1 ITBids is offered on a yearly OR month-to-month basis. In the case of a month-to-month ITBids subscription, Subscriber credit cards will be charged the monthly amount each month until WRT is provided 20 days written notice of cancellation as set forth in section 10. Please include "Attention: Fedmarket.com Cancellation of Monthly Subscription" in the notice of cancellation document.

6.2. Within ninety (90) days of the beginning of service, Subscriber has the option of upgrading to a one-year subscription. To upgrade, Subscriber must pay the one year single user subscription price less amounts already paid on a month-to-month basis.

6.3. Subscriber agrees to provide WRT with accurate and complete billing information, including legal name, address, and telephone number, and to update this information within thirty (30) days of any change to it. Payment by fraudulent means will result in immediate and permanent termination of the account, and possible criminal penalties.

6.4. If Subscriber credit card expires, WRT, in its discretion, may either assume that Subscriber card has been renewed for one year, or require that Subscriber furnish updated credit card information, including the new expiration date and any other information needed to process Subscriber account payments.

7. CONFIDENTIALITY AND PROPRIETARY RIGHTS

7.1. The Licensed Product is licensed, not sold. Nothing in this Agreement shall be construed as conveying title in the Licensed Product to Subscriber.

7.2. Subscriber understands and agrees that the source code for the Licensed Product and all documentation related thereto constitute the valuable properties and trade secrets of WRT, owner of the copyright to the licensed program, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to WRT a competitive advantage.

7.3. With the exception of the eBook, as stated in section 2.3, Subscriber agrees during the term of this Agreement, and thereafter, to hold the passwords to the Licensed Product, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to the Licensed Product.

7.4. Subscriber shall inform WRT promptly and in writing of any actual or suspected unauthorized use or disclosure of the passwords, or other documentation related thereto. The obligations under this paragraph shall survive the termination or rescission of this Agreement.

7.5. With the exception of the eBook, as stated in section 2.3, Subscriber shall not copy, modify, reproduce, republish, transmit distribute, or otherwise transfer for commercial purposes the Licensed Product, or information derived through the use of the Licensed Product, to any Third Party without the express written consent of WRT.

8. LIMITED WARRANTY

8.1. Neither WRT nor anyone else who has been involved in the creation, production, or delivery of the Licensed Product shall be liable for any direct, indirect, consequential or incidental damages arising out of the use or the inability to use such Licensed Product. WRT does not represent or warrant that all errors in the Licensed Product will be corrected. No agent of WRT is authorized to alter or exceed the warranty obligations of WRT as set forth in this Agreement.

8.2. WRT makes no warranties respecting any harm that may be caused by the inadvertent transmission of any computer virus, worm, time bomb, logic bomb, or other such computer program transmitted through the Licensed Product.

8.3. The total liability of WRT for any claim or damage arising out of the use of the Licensed Product or otherwise related to this license shall be limited to direct damages which shall not exceed the license fee(s) which have been paid by Subscriber to WRT.

8.4. IN NO EVENT SHALL WRT BE LIABLE TO SUBSCRIBER FOR ADDITIONAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PROGRAM, EVEN IF WRT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. TERMINATION

9.1 WRT may terminate this Agreement if: (a) Subscriber fails to comply with any material term or condition of this Agreement and Subscriber fails to cure such failure within fifteen days after notice of such failure by WRT, or (b) Subscriber normal business operations are disrupted or discontinued for more than thirty days by reason of insolvency, bankruptcy, receivership, or business termination.

9.2. Subscriber may terminate this Agreement if there is a substantial and prolonged disruption of access to the Licensed Product. In such event, Licenser shall be entitled to a pro-rata refund of the subscription price paid.

10. NOTICES

10.1. All notices given pursuant to this Agreement shall be in writing and sent to Subscriber at Subscriber physical address or via fax. Notice to WRT shall be sent via U.S. mail or fax—

If by U.S. mail:

Wood River Technologies, Inc.
P.O. Box 6639
Ketchum, ID 83340

11. GENERAL TERMS

11.1. Neither this Agreement nor any rights or obligations thereunder shall be assigned or otherwise transferred by Subscriber without prior written consent of WRT. WRT may assign this Agreement entirely in its discretion upon the express written assumption of the obligations thereunder by the assignee.

11.2. This Agreement shall be interpreted and enforced in accordance with and shall be governed by the laws of the State of Idaho. No suit for enforcement of or for a declaration of rights between the parties to this Agreement shall be commenced in any court other than the District Court in and for Blaine County, State of Idaho, or in the United States District Court, District of Idaho. The prevailing party in any such action related to or arising under this Agreement shall be entitled to reasonable attorneys fees. This provision shall not apply to any action or proceeding for injunctive relief.