End User License Agreement

Capital Audience, and parent company Merchant Protocol, herein referred to as “Company”; and Persons receiving products or Services from Company, herein referred to as “Client”, collectively referred to as “Parties”.

Client wishes to be provided with the products and Services, defined herein, by Company and Company agrees to provide the products and Services to the Client in accordance with this agreement.


Any duty, labor, products, materials, data, assets, designs, services or things produced by labor, effort or ownership and provided by Company on behalf of Client, is herein referred to as “Services”.

Company’s services are licensed, not sold. License is revocable at any time for any reason. This agreement only grants privileges to use services and components included with services. Company reserves all other rights. Unless applicable law gives Client more rights despite this limitation, Client may use the services only as expressly permitted in this agreement. In doing so, Client must comply with any technical limitations with the service that only allow Client to use said service in certain ways.

Client is not permitted to:

(a) work around any limitations in the service;

(b) reverse engineer, decompile or disassemble the service, except and only to the extent that the applicable law expressly permits, despite this limitation;

(c) make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;

(d) publish service for others to copy;

(e) use the service in any way that is against the law;

(f) rent, lease or lend the service; or

(g) use the service for commercial hosting services.


The compensation for Services under this agreement will be based upon the hourly rate of one hundred twenty-five dollars per man hour, unless otherwise agreed in writing. Any costs to Company associated with providing Services on behalf of Client shall be billed to Client, unless otherwise expressly agreed in writing.

Company will issue invoice immediately upon Clients order for Services. Client agrees to pay for Services, including costs associated with providing said Services, prior to receiving Services, using the payment options offered by Company.

Any charges payable under this agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the Company to the Client under this agreement and such shall be payable by the Client to the Company in addition to all other charges payable hereunder.

Late Fees

A late fee of up to thirty-five dollars or ten percent, whichever is greater, for each late invoice shall be assessed after twenty days of Clients receipt of invoice. When any part of the Services or other charges due from a Client remains unpaid for no less than thirty consecutive days, Company may suspend, terminate and/or repossess Services at Company’s discretion.

When any part of the Services or other charges due from a Client remains unpaid for no less than sixty consecutive days, Company may solicit the Services of a collection agency, at Company’s discretion, to collect the remaining unpaid balance.

Payments, Refunds and Cancellations

Payments are final, non-refundable, non-cancelable, and non-transferable.  If Client does not comply with its payment obligations, Company may, at it's sole discretion, terminate this agreement, remove Client's access to Media, assess fines and repossess any Work or Media provided under this Agreement.

In the event that a Payment arrangement was reached, Company shall, at it's sole discretion, deliver Media and Services prorated in conjunction with the Payments.

Relationship of Parties

The relationship of the parties established by this agreement is that of vendor and vendee, and all Services by the Company as contemplated by this agreement shall be performed by it as an independent Company. The full cost and responsibility for hiring, firing and compensating employees of the Company shall be borne by the Company.

Company reserves the right to assign subcontractors to the Services to ensure quality and on-time completion.


Parties may disclose confidential information one to the other to facilitate work under this agreement. Such information shall be so identified in writing at the time of its transmittal, and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:

    is already known to the party to which it is disclosed;
    is or becomes part of the public domain without breach of this agreement;
    is obtained from third parties, which have no obligations to keep
        confidential to the parties to this agreement;
    is critical to the performance of third party contractors in ordinary course of
        providing Services to the client.


The Client agrees to indemnify and hold harmless Company against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Services at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

The Company agrees to indemnify and hold harmless Client against any and all claims, costs, and expenses, including attorney’s fees, due to actions or materials included in the Services provided to Client.


The Client may publish or disclose information regarding the Services and shall acknowledge the support of Company in all such publications. The Client will not use the name of Company, in any advertising or publicity without the prior written approval from the Company.

The Company will not use the name of Client, in any advertising or publicity without the prior written approval from the Client, excluding the publication of Client’s name and/or web address on the Company’s website.

Intellectual Property and Licensing

The license terms of this agreement form a binding agreement between Parties, which apply to the Services which includes the media on which it was received, if any. These terms also apply to any Company updates, supplements, Internet-based Services, and support for Services, unless other terms accompany those items. If so, those terms apply.

By accepting Services provided by Company, Client accepts this agreement. If Client does not accept this agreement, they have the right to refuse Services. Accepting Services by Company also operates as consent to the transmission of certain information during acceptance, activation and/or validation of Services.

Company's copyright, trademark, service mark, know how, trade secrets, images, videos, information and other intellectual property rights herein referred to as "Media". Client acknowledges the ownership by Company of all Media.

Client acknowledges that Media provided to Client is for individual use only and agrees not to copy, sell, reproduce, record, share, teach, give away, or otherwise divulge content without the express written consent of Company.  Reproduction or distribution of Media is strictly prohibited. 

Client acknowledges that a breach of its agreements regarding Company’s intellectual property rights will cause irreparable damage to Company and its goodwill, the exact amount of which be difficult to ascertain and the remedy of monetary damages will be inadequate. Accordingly, Client agrees that in the event of a breach of its agreements regarding Company’s intellectual property rights, in addition to any other remedy that may be available at law or in equity, Company shall be entitled to specific performance and injunctive relief.


During the Agreement and for a period of one (1) year after separation from the Agreement, whether such separation results completion or termination, Client will not, except with the prior written consent of Company, directly or indirectly, either as an individual or as a partner or joint venture or as an employee, sales representative, principal, consultant, agent, shareholder, officer or director, for any person, firm, association, organization syndicate, company or corporation, or in any other manner whatsoever, contact, solicit, or attempt to solicit any of the persons, clients, employees, companies or institutions with whom you had dealings through the Agreement (1) to competing with Company to provide the same or similar services which Company is currently providing to any of these individuals or companies, (2) to leave the employ or engagement of Company, or (3) to sell or offer for sale or solicit orders for the sale of any products or services

Right to Use Name & Likeness

Client irrevocably permits, authorizes, grants and licenses Company and its affiliates, successors, and assigns the right to use my photograph, likeness, voice, and or quotes or excerpts of my written or verbally expressed words, my name, and testimonial (individually or collectively referred to as “Likeness”) for any lawful purposes, including publicity, marketing, and promotion of Company and its programs without restriction or limitation as to geography or time.  Client waives any right to inspect or approve the product or material in which my Likeness may be used.  Client agrees that Company is and will be the sole and exclusive owner of all right, title, and interest in and to the above-referenced materials, including all copyrights and any other intellectual property rights therein.  Client assigns to Company any right, title, and interest, including any copyright, in the above-referenced materials.


(a) Governing Law and Remedies.  Any disputes arising under this Agreement or Client’s participation in the Agreement shall be governed by the laws of the state of Idaho without regarding to its principles of conflicts of law.  Any dispute arising under this Agreement or Client’s participation in the Agreement shall be submitted to a state or federal court located in Kootenai County, Idaho, which shall have exclusive jurisdiction over the dispute and to which jurisdiction the Parties irrevocably submit.  

(b) Class Action Waiver.  Each Party waives the right to litigate in court any claim or dispute as a class action, either as a member of a class or as a representative.  Any court action hereunder shall proceed solely on an individual basis.

(c) No Waiver.  No waiver by either party of any default will be deemed as a waiver of any prior or subsequent default of the same or of another provision of this Agreement.(d) Amendments.  This Agreement will not be modified or amended except in writing signed by both parties.

(e) Entire Agreement.  This Agreement contains the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes any and all prior agreements or understanding between the parties on the subject matter hereof.

(f) Severability.  The invalidity or unenforceability of any particular provision of this Agreement will not affect the validity or enforceability of the other provisions, and this Agreement will be construed in all respects as if the invalid or unenforceable provision were omitted; provided, however, that if the omitting of such provision results in a material alteration of this Agreement, the remaining provisions of this Agreement shall be adjusted equitably so that no Party benefits disproportionately.
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