TRAKIT PRO MASTER LICENSE AGREEMENT

1. GENERAL SOFTWARE LICENSE

A. General License Grant

In consideration of payment of the license fee set forth in Service Order Form, FHG LLC d/b/a FHG Media Enterprises (hereinafter "Licensor" or "FHG") grants to Customer who signs a Service Order Form (also referred to as "You" herein), a limited, non-exclusive, non-transferable, worldwide/global license to electronically access and use Licensor's online diversity spend/billing tracking software application (the "Software") that resides on Licensor's servers under the URL www.TrakItPro.com (the "Site"). Licensee is bound to this Agreement during the license period set forth in Section 2. This Software License defines legal use of the Software for all applicable contributions by FHG, and all updates, revisions, substitutions, and any copies of the Software made for you. All rights not expressly granted to you are reserved by FHG or their respective owners. Licensor reserves the rights to suspend, revoke or terminate this license if the terms of this Agreement are violated. Should Licensor feel you have violated these terms we will proceed with the following actions in order:

1. Notify the owner to correct the issues immediately upon notice
2. If after 24 hours term compliance has not been met, Licensor will suspend your license
3. If after 3 days term compliance has not been met, Licensor reserves the right to revoke or terminate your license to use the Software
4. Licensor will seek compensation based on the violation

See Section 7 of this License Agreement for termination procedures.

B. Copyright

1) Standard License Owners

The Software is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Software License and Service Order Form. FHG owns all rights, title, and interest in and to their applicable contributions to the Software. This Software License grants you no right, title, or interest in any intellectual property owned or licensed by FHG, including (but not limited to) the Software and FHG trademarks, and creates no relationship between yourself and FHG other than that of FHG to licensee. Proofs of infringement of copyright violations include but are not limited to; similar code style and structures, similar layout and design, similar database design, and containing parts of the original Software source code.

C. Other Restrictions

YOU MAY NOT:

(i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Software or any portion thereof.

(ii) incorporate the Software into any computer chip or the firmware of a computing device manufactured by or for you.

(iii) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Subscription Agreement or this Software License.

(iv) use, or export the Software in violation of applicable U.S. laws or regulations;

(v) sell, lease, loan, distribute, transfer or sublicense the Software or access thereto or derive income from the use or provision of the Software, whether for direct commercial or monetary gain or otherwise, without FHGs' prior, express, written permission;

D. Trademarks/Service Marks

"Marks") displayed on this Site, Software, and any accompanying written materials are the property of FHG or other third parties. You are not permitted to use the Marks without the prior written consent of FHG or such third party that may own the Marks.

E. User Infringement Liability

"Workaround" means a temporary solution to a Problem.

2. TERM

This Use License shall expire at the end of the 12 month period from the Effective Date in the Service Order Form and shall automatically renew, when Customer pays the Renewal Fee.

3. DISCLAIMERS AND WARRANTY INFORMATION

a. No Warranty

Unless expressly provided otherwise in a separate agreement between you and FHG, all information and software on and from this site are provided "as is," without warranty of any kind, either expressed or implied, including but not limited to; the implied warranties of merchantability, fitness for a particular purpose and non-infringement. FHG assumes no responsibility for errors or omissions in the information or software or other documents at, referenced by, or linked to this site. You assume the entire risk for the results and performance of the Software.

Any references to corporations, their services and products, are provided "as is" without warranty of any kind, either expressed or implied including the warranties of merchantability, fitness for a particular purpose and non-infringement.

b. No Liability for Damages

In no event shall FHG or anyone else involved in the creation, production or delivery of the Software or any accompanying written materials be liable for any damages whatsoever, including without limitation any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever resulting from loss of use, loss of data, loss of other materials, loss of profits, business or other work interruption, or any other pecuniary losses, whether or not advised of the possibility of such damage, and based on any theory of liability, arising out of, or in connection with the use of or inability to use information, software or other materials obtained from using this Software or from the performance or lack of performance of this Software.

c. No Liability for Errors or Obligation to Update

FHG Software could include technical or other inaccuracies or typographical errors. Changes are periodically added to the information herein; these changes will be incorporated in new versions of the Software at FHG'S sole discretion. FHG may make improvements and/or changes in the Software and any other product(s) or program(s) described on our site at any time. FHG has no obligation to notify you of any changes of the Software or any other products or programs.

4. CUSTOMER REMEDIES

In no event shall FHG's total liability to you for all damages, losses, and causes of action arising from or connected in any way with this Agreement including, without limitation, liability in contract, tort or under any other legal theory, ever exceed the initial amount paid by you for the Software. Initial amount is defined as the first payment to purchase the Software and does not include other fees incurred thereafter. This shall constitute your sole and exclusive remedy.

5. FEES AND PAYMENT

a. Fees and Payment Obligation.

Please carefully review and consider the price list before purchasing any products covered by this Agreement. FHG reserves the right to change our prices at any time. We will post all price changes on our Site. Your acceptance of this Agreement indicates consent to the published prices. By accepting this Agreement, you consent to pay all fees and costs that you incur. Failure to pay timely and in full constitutes a material breach of this Agreement.

b. Payment

Upon verification of payment in full for the Minority Counselor profiles for 10 lawyers, FHG will allow you access to Software within 1-5 business days but in most cases access can be obtained within 5 hours after receipt of payment.

c. Refunds

Refunds are based on Software failure, not server issues or lack of features. Refunds cannot be issued in cases where you're your internet browser settings prevent use of the Software. Refunds are provided only after our support team has determined that the Software fails to function fully. FHG will determine if a refund is necessary based on individual situations. If a refund is provided, you must follow the termination guidelines detailed on Section 6 of this License Agreement. Refunds are not available after 1 month from purchase date.

Refunds are not provided if a client has not fully evaluated the Software demo and features prior to purchase.

6. MISCELLANEOUS

FHG reserves the right to reference any website or company using the Software in our sales and marketing literature

7. TERMINATION

This Agreement is effective immediately upon your receipt of the user coupon to be provided by FHG after receipt of payment. Unless sooner terminated by FHG, any license granted by this Agreement terminates in accordance with the method and timeframes specified in Section 2 of this Agreement. Without prejudice to any other rights, FHG may suspend, revoke, or terminate this Agreement if You fail to comply with any of its provisions.

8. LAW

This License Agreement shall be construed, interpreted and governed by the laws of the United States without regard to conflicts of laws provisions thereof. The exclusive forum for any disputes arising out of, or relating to this License Agreement shall be an appropriate Federal or State court setting in the United States.

9. Modification

FHG reserves the right to reference any website or company using the Software in our sales and marketing literature

FHG has the right to modify this Agreement with each new release of the Software or with each renewed license. You have the right to waive the modifications and opt to abide by the previous Agreement and choose not to accept the new Software release and the modified License Agreement. If a court of competent jurisdiction finds any part of this License Agreement invalid or unenforceable, the remainder of this License Agreement shall be interpreted so as to reasonably affect the intention of the parties.

You can always find the most recent version of this Software License at www.TrakItPro.com.