By using SpiderLoop (a subsidiary of MMK Technologies LLC)  marketing system and social network you the user / customer hereby referred to as you or user / customer  affirm your understanding and acceptance of the usage agreement, Software License, and Web Service license outlined below. If you do not understand this usage agreement and / or you do not agree to it's terms, you may not use the SpiderLoop system, software, or web site, and must destroy and or remove any software supplied to you by or related to SpiderLoop.

Software License
This Software License Agreement ("Agreement") is made and effective upon receipt of the software by and between MMK Technologies LLC ("Developer") and you  ("Licensee").

Developer has developed and licenses to users its software program marketed under the name SpiderLoop (the "Software").

Licensee desires to utilize a copy of the Software.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:

1. License.
Developer hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software in the United States of America as set forth in this Agreement.

2. Restrictions.
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer; provided that Licensee may make one copy of the Software for backup or archival purposes.

3. Fee.
In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Developer as described in the billing agreement.

4. Warranty of Title.
Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either: i) procure, at Developer's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount as described in the billing agreement upon the return of the Software and all copies thereof to Developer.

5. Warranty of Functionality.
A. For a period of thirty (30) days following delivery of the Software to Licensee (the "Warranty Period"), Developer warrants that the Software shall perform in all material respects according to the Developer's specifications concerning the Software when used with the appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify Developer and return the Software to Developer at Licensee's expense. Licensee's sole remedy shall be that Developer shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Licensor.

B. In the event of any defect in the media upon which the Software is provided arising within ninety (90) days of the date of delivery of the Software, upon return to Developer of the Software upon the original media, Developer shall provide Licensee a new copy of the Software.

6. Software Maintenance.
A. Standard maintenance. During the Warranty Period, Developer shall provide to Licensee any new, corrected or enhanced version of the Software as created by Developer. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.

B. Optional maintenance. After expiration of the Warranty Period, Licensee may continue to receive maintenance support for successive twelve (12) month periods. The charge for such optional maintenance support shall be Developer's regular list price for maintenance and support for the Software as published from time to time by Developer. Licensor shall notify Developer in writing if it desires to receive optional maintenance. If Licensee fails to take optional maintenance and later elects to receive it, Developer reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. Developer may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.

7. Payment.
Payment of the license fee shall be made as described in the billing agreement. Payment of any other amount owed by Licensee to Developer pursuant to this Agreement shall be paid within thirty (30) days following invoice from Developer. In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Developer, then in addition to any other amount due, Developer may impose and Licensee shall pay a late payment charge at the rate of one percent (10%) per month on any overdue amount.

8. Taxes.
In addition to all other amounts due hereunder, Licensee shall also pay to Developer, or reimburse Developer as appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by Licensee to Developer. In no event shall Licensee be obligated to pay any tax paid on the income of Developer or paid for Developer's privilege of doing business.

9. Warranty Disclaimer.
DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability.
Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee as outlined in the billing agreement, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.

11. Notice.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.

    If to Developer:

        MMK Technologies LLC

        4708 18th St West

        Bradenton, Fl. 34207

12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of Florida

13. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.

14. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

16. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, Developer and Licensee have executed this Software License Agreement on the day and year that Licensee first took possession of the software.

Web Service License

SpiderLoopWS End-User License Agreement

NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY. BY USING OR ACCESSING ANY FEATURE OR ANY PORTION OF THE SpiderLoop WEB SERVICE AND WEB-ACCESS PORTAL ("SpiderLoopWS"), YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Agreement establishes the rights and responsibilities of the owners and users of the SpiderLoopWS product.

I.          Definitions.

“SpiderLoopWS” is a proprietary web service and web-access portal created and maintained by MMK Technologies LLC for the benefit of its authorized Users.  The web-based streaming application is provided for access to SpiderLoop customers only. 

“SpiderLoop” means MMK Technologies LLC and the individual administrator(s) designated by MMK Technologies LLC  to administer the SpiderLoopWS web service and web-access portal.

 “User” means any person authorized by a site administrator or an authorized agent of SpiderLoopWS to access and view some or all portions of the SpiderLoopWS web service and web-access portal.

“Site administrator” means a person designated  by SpiderLoop, as the administrator in charge of creating user login accounts and passwords, provide access to  Third Party Content Providers to add or upload content for access via the SpiderLoopWS web service and web-access portal, monitoring User compliance with the terms and conditions of the use agreement, and other such tasks as directed by SpiderLoop.

 “Content” means any data, text files, audio files, video files, streaming digital media, or other information that may be stored on, accessed by, linked to, or incorporated within SpiderLoopWS by any other authorized User, thirds parties, or SpiderLoop.

“Third Party Content Provider” means any person or entity who, while not in the capacity of a Site Administrator or authorized User, and with permission of a Site Administrator and/or SpiderLoop, makes available any data, text files, audio files, video files, streaming digital media, or other information for the purpose of being stored on, accessed by, linked to, or incorporated within SpiderLoopWS.

II.        Terms of Use.

A.                Term.

This agreement shall commence upon User’s acceptance of the terms and conditions stated herein, by clicking the “I Accept” button, and shall continue until later terminated in the manner specified in section II E.

B.                 Limitations.

User agrees that the authorized use of SpiderLoopWS shall be limited in all respects to direct access and viewing of SpiderLoopWS content for educational and research purposes only, through the use of an individually assigned user login and password and a SpiderLoop approved web service client.  User shall obtain a user login and password at the discretion of an authorized Site Administrator  and shall comply with any registration or application requirements as determined by the Site Administrator.  User may be required to update the registration or application materials from time to time as required by SpiderLoopWS and/or the Site Administrator.

The images and other media accessed through SpiderLoopWS may be protected by copyright law and are solely for the use of  SpiderLoop customers and may not be retained, copied or further disseminated outside of the scope of the purpose for which it was authorized.

User understands that individual user logins and passwords may serve as a means to restrict access to certain portions of the SpiderLoopWS web service and functionality, subject to the complete discretion of SpiderLoop and/or an authorized Site Administrator.  User’s grant of access to any portion or function of the SpiderLoopWS product shall not constitute any right of access to any other portion or function. 

User agrees and understands that the right to use SpiderLoopWS is granted by limited, non-exclusive license and has not been sold or otherwise transferred hereunder.  User may not sublicense, assign or transfer the authorization to use and access SpiderLoopWS to any other person or entity.

C.        Intellectual Property.

User agrees that in receiving permission to use or access SpiderLoopWS, User does not and shall not acquire any ownership in or rights to any intellectual property or content comprised by SpiderLoopWS, or any component thereof or associated therewith, whether created by SpiderLoop or by any third party, whether or not in cooperation with SpiderLoop.  The arrangement, structure, appearance, and computer code which comprises the SpiderLoopWS web services and web-access portal are the intellectual property and/or trade secrets of SpiderLoop.  User shall not participate in or facilitate the misappropriation of any such property or trade secrets by any person or entity.

Content made available for access by users may at any given time be the property and creative work of SpiderLoop, an authorized User, or a Third Party Content Provider.  User shall treat all such content as if it is the intellectual property of either SpiderLoop, another authorized User, or a Third Party Content Provider, and shall take reasonable steps to prevent any unauthorized use, infringement, or theft of such property.  Absent explicit written permission by the owner or assignee of intellectual property accessed through SpiderLoopWS, User shall not copy, reproduce, distribute, or rebroadcast such property, or otherwise infringe upon any rights conferred by copyright law or otherwise.

SpiderLoopWS and the SpiderLoopWS logo are trademarks of  MMK Technologies LLC in the United States and/or other countries, and shall not be used in any manner without the express written permission of SpiderLoop.

D.        Modification.

User shall not modify, adapt, translate or create derivative works based upon the SpiderLoopWS product. User shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the SpiderLoopWS source code.  User shall not attempt to circumvent or disable any security feature of the SpiderLoopWS product, including its password protection, or assist any other person or entity in doing so.

E.                 Termination.

This agreement may be terminated by either party as follows:

By User through written notification to SpiderLoop, MMK Technologies 4708 18th St West Bradenton, Florida 34207. 

By SpiderLoop or any Site Administrator through deactivation of User’s login and password, for reasons which may include but shall not be limited to: Users’ breach of any of the terms of this agreement; any unauthorized or commercial or for-profit use by User; any use which constitutes a violation of law.

Each party’s responsibilities as pertains to any use of the SpiderLoopWS product are ongoing and shall survive the termination of this agreement.

III.       Indemnity, Warranties and Disclaimers.

A.        Indemnity.

User agrees to indemnify and hold SpiderLoop harmless from any and all liabilities, losses, damages, claims, or causes of action (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use or access of the SpiderLoopWS product.

B.        Warranty.

THE SpiderLoopWS WEB SERVICE AND WEB-ACCESS PORTAL IS MADE AVAILABLE TO AUTHORIZED USERS ON AN “AS IS” BASIS ONLY AND WITHOUT ANY WARRANTY OF ANY KIND.  SpiderLoop MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SpiderLoopWS PRODUCT.

C.        Limit of Liability.

SpiderLoop shall not, under any circumstance, be liable to any user or any other person or entity for any loss, claims, costs or damage, whether direct, indirect, or incidental, for any loss of use or revenues, lost or damaged data, or any other commercial or economic loss which may result from the use of or access to, or loss of use or loss of access to, or the proper or improper functioning, of the SpiderLoopWS product.

SpiderLoop may find it necessary to interrupt service for periodic maintenance and reserves the right to do so.  Scheduled maintenance shall be preceded by reasonable notice posted on the SpiderLoopWS site.  Such notice shall be posted forty-eight (48) hours in advance unless unanticipated conditions necessitate shorter notice.  In all cases of service interruption, SpiderLoop will endeavor to restore service at the earliest possible time under the circumstances.  SpiderLoop shall not be liable for any cause for service interruption beyond its control (e.g. local or regional power failure).

D.        Third Party Content.

The authorized use of SpiderLoopWS may allow User to access third party data, text files, audio files, video files, streaming digital media, or other information which is not owned and/or has not been created by, and may not have been reviewed or edited by SpiderLoop.  Use of third party Content is at User’s own risk.  SpiderLoop makes no warranties or representations, express or implied, regarding the integration, accuracy, security, availability, quality, merchantability or fitness for any particular purpose with respect to the third party Content.

III.       General Provisions.

This Agreement constitutes the entire agreement governing User’s use of and access to the SpiderLoopWS product, and there exist no other agreements, warranties or representations other than those expressly mentioned herein.  This Agreement is the final and complete expression of the rights and responsibilities of the parties.

SpiderLoop reserves the right to amend and/or supplement the terms and conditions of this Agreement and shall provide adequate notice to users upon such amendment or supplementation.  Continued use of the SpiderLoopWS product subsequent to such notice by any user shall constitute agreement with such amendment or supplementation.

This Agreement shall be construed under and governed by the laws of the State of Florida, to the extent applicable and without regard for its conflict of law provisions, and by the laws of the United States of America.

If any part of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining parts of this Agreement shall remain in full force and effect, with such illegal, invalid or unenforceable parts severed from this Agreement.   

BY CLICKING THE “I ACCEPT” BUTTON AND/OR BY USING ANY FUNCTION OR FEATURE OF THE SpiderLoopWS PRODUCT, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE WITH THESE TERMS, CLICK THE “DECLINE” BUTTON AND DISCONTINUE YOUR USE OF THE SpiderLoopWS PRODUCT.