Glype Software License Agreement

1. Introduction and Acceptance
This Software License Agreement (the "Agreement") between you (either an
individual or an entity, referred to hereinafter as "you" or "your") and
UpsideOut, Inc. ("UpsideOut", "we", "us" or "our") regarding UpsideOut's
software known as Glype and any updates, features, enhancements, bug fixes or
modifications of Glype version 1 (collectively, the "Software") and any related
services and content ("Services") that may be provided by us under this
Agreement.

By downloading, accessing, installing or using the Software or the Services (or
authorizing any other person to do so) you are representing and warranting that
you have reached the age of majority in your state or country (or that a parent
or guardian has consented to this Agreement on your behalf), have the authority
to enter into a binding legal contract, have read and understood this Agreement
and agree to be bound by its terms. This Agreement comprises the entire
agreement between you and us and supersedes any prior or contemporaneous
agreements, promises, representations, or descriptions pertaining to the subject
matter contained herein. If you do not agree with the terms and conditions of
this Agreement, you may not download, access, install or use the Software or the
Services.

2. Grant of License
We have the sole and exclusive right and license to the Software and the
Software is being licensed, not sold, to you by UpsideOut for use only under the
terms of this Agreement. UpsideOut grants to you a limited, non-exclusive
license to download, access, install and use a single instance of the Software
on a single domain name for non-commercial purposes only. UpsideOut and/or its
licensors retain all right, title and interest in and to the Software itself and
reserve all rights not expressly granted herein. All rights in and to the
Software shall inure to the use and benefit of UpsideOut and/or its licensors,
successors and assigners. The source code to the Software ("Source Code") is
viewable and may be modified by licensed users pursuant to Sections 3 and 6 of
this Agreement and in accordance with the terms of this Agreement.

3. Restrictions
Without limiting the generality of "Grant of License" above, your license to use
the Software and related Services is subject to the following terms and
conditions and restrictions and prohibitions on use:

(a) You may not utilize the Software or Services to engage in or allow others to
engage in any activity that violates any law, rule, regulation or this Agreement
as it may be amended from time to time.

(b) You may not modify or subvert the Software in any way that may cause harm to
the Software, end-users, websites, or in any way that lessens the effectiveness
of the anonymity afforded by the Software to end-users.

(c) You may not utilize the Software or Services in any manner that may infringe
any copyright, trademark or any other intellectual property right, proprietary
right, property right or any other right of ours or any third party, or remove,
alter or conceal any copyright, trademark, patent or other property rights
notices contained on the Software.

(d) You may not transfer, assign, rent, lease, lend, sell, redistribute or
sublicense the Software, any portion of the Source Code or any rights under this
Agreement, except as expressly set forth in Section 5 of this Agreement.

(e) You may not and you agree not to, or to enable others to, create derivative
works of the Software or related Services.

(f) The Software may store or generate additional files (such as databases) for
use solely by the Software and us and may not be used for any other purpose or
disclosed to any third party for any reason.

(g) You may not exploit errors in design, features which are not documented or
bugs to gain access that would otherwise not be available or to obtain any
competitive advantage.

(h) The Software contains certain access control mechanisms designed to prevent
its use or misuse by various entities. Such access control mechanisms are
clearly identified in the Source Code and may not be modified or removed in any
event.

4. Licensing Options and Fees
The output of the Software contains references to Glype and links to the
Glype.com website (collectively, "Branding"). The Software is free to download,
install and use only for personal and non-commercial purposes subject to this
Agreement and provided that all Branding remains unmodified and visible on all
webpages powered by the Software. A "Branding Free" license is available which
allows you remove the Branding on a specified number of websites owned by a
single individual.

All use of the Software by a Commercial Entity or use of the Software on a
website owned or operated by a Commercial Entity (collectively, "Commercial
Use") is permitted only with the purchase of a "Commercial Use" license from
UpsideOut. For purposes of this section, "Commercial Entity" shall be defined as
any form of business organization, including but not limited to, corporations,
companies, proprietorships, partnerships, and trusts. Commercial Use licenses
are priced on a sliding scale based upon five multiple-choice questions. You
hereby certify that all answers which you provide to such questions will be true,
accurate, current and complete.

5. Assignment
You may not assign this Agreement or your license rights in the Software. This
Agreement and all incorporated agreements and your information may be assigned
by us in our sole discretion.

6. Grant Back
All modifications, alterations and improvements made to the Software and related
material (collectively, the "Contribution") shall inure solely to our benefit
and shall be owned solely by us. You agree to disclose and transfer the
Contribution (including documentation, supporting files, unencoded source code,
and acquired know-how) to us. You hereby assign, transfer, grant, convey and
quitclaim unto us, and we accept, all your rights, title and interest in the
Contribution, for us and our heirs, successors and assigns forever to have and
to hold. We subsequently grant you a non-exclusive, royalty-free and perpetual
license to use such Contribution but only as set forth in this Agreement.

7. Intellectual Property
The Software and data available on the Glype.com website (including information,
content, organization, graphics, and design) are our property or the property of
third parties and are protected by copyright, trademark and other intellectual
property laws. We reserve any rights not expressly granted herein.

8. Templates and Plugins
The appearance and functionality of the Software can be augmented by templates
and plugins (the "Plugins"), the creation of which is subject to Section 3 of
this Agreement and in accordance with the terms of this Agreement. You agree to
disclose and transfer any Plugins made by you (including documentation,
supporting files, unencoded source code, and acquired know-how) to us subject to
Section 15 of this Agreement.

9. Termination
This Agreement shall remain in effect until terminated. Your rights under this
Agreement will terminate automatically or otherwise cease to be effective
without notice from us if you fail to comply with any term of this Agreement. We
reserve the right to terminate your license to use the Software or any related
Service for any or no reason, with or without notice, at any time. Upon the
termination of this Agreement, you shall immediately cease all use of the
Software and destroy all copies, full or partial, of the Software that may be in
your possession or under your control. We shall not be liable to you or any
third party for any claim or cause of action arising out of our exercise of the
foregoing rights. The provisions in Sections 16-18, and 21-23 of this Agreement
shall survive any such termination.

10. Modifications to Agreement
We reserve the right to modify the terms of this Agreement at any time, and to
change, discontinue or impose conditions on any feature or aspect of the
Software, or related Services and to provide notification solely by posting an
updated version of the Agreement on the Glype.com website. You are responsible
for regularly reviewing our policies. Continued use of the Software after any
policy change shall constitute your binding consent to such changes.

11. Registration Data
Certain aspects of the Software or Services may require you to register. If
registration is requested, you agree to provide us with true, accurate, current
and complete information as prompted by the sign-up process. If you provide any
information that is inaccurate, not current or incomplete, or we have reasonable
grounds to suspect is inaccurate, not current or incomplete, we may suspend or
terminate your account unless and until such data is corrected or completed, or
we may refuse any and all current or future access to and use of the Software or
Services (or any portion thereof).

12. Account Security
You are solely responsible for (a) maintaining the confidentiality and security
of your administrator password and any other account information used by you to
access the Software and Services; and (b) preventing unauthorized access to or
use of the information, files or data that you store or use in or with the
Software and Services.

13. Payments
You represent and warrant that if you are purchasing something from us that (a)
all billing information you supply is true and complete; (b) charges incurred by
you will be honored by your bank and/or credit card company; and (c) you will
pay the charges incurred by you at the posted prices, including any applicable
taxes. Payment is due at the time of order. In the event of any default in
making payments due to us, you agree to pay to us interest on any unpaid balance
at the highest applicable legal rate from the date of default, plus our costs of
collection, including attorneys' fees.

14. No Refund Policy
All sales are final and no refunds will be issued, unless a clear technical
problem results in an inadvertent duplicate payment. Please ensure your
transaction is correct before submitting your payment. By submitting any payment
to us, you are agreeing to our no refund policy.

15. Submissions
We provide various mechanisms to provide suggestions, ideas, and other remarks
about the Software and any related services to us (collectively, a
"Submission"). You agree that we are entitled to use the Submission in our full
and complete discretion, including, without limitation, for any commercial or
other purpose whatsoever, without compensation to you or any other person
sending the Submission. You hereby waive any "moral rights" in any Submission
and grant us a perpetual, irrevocable, royalty-free, worldwide, sub-licensable
(through multiple tiers) license to make, have made, sell, offer for sale,
import, use, reproduce, distribute (through multiple tiers), prepare derivative
works of, publicly perform and publicly display the Submission (and any
derivative works of the Submission) in any media now known or hereafter known.

16. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE
PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE
EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE,
EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF
FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT THAT THE SOFTWARE OR
ANY RELATED SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS, OR IS SECURE, OR IS
FREE FROM BUGS, VIRUSES, ERRORS, OR THAT DEFECTS WILL BE CORRECTED. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE
ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES THAT MAY
ARISE BY OPERATION OF LAW, ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF
LICENSE OF THE SOFTWARE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE
SOFTWARE AND SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE, USE, OUTPUT, ANALYSIS, RESULTS, ACCURACY AND
EFFORT IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM US OR OUR EMPLOYEES, REPRESENTATIVE OR AGENTS OR THROUGH OR FROM THE
SOFTWARE OR OUR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. 

17. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE (or any
of our our successors and predecessors and each of our and their respective
parents, subsidiaries, affiliates, licensors, licensees, officers, directors,
shareholders, partners, joint-venturers, employees, agents, contractors and
suppliers and each of their respective officers, directors, principals,
shareholders, members, employees, agents, representatives, heirs, executors,
administrators, successors and assigns) BE LIABLE FOR ANY DAMAGES WHATSOEVER,
INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, CONSEQUENTIAL OR OTHER DAMAGES,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS
OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS
INTERRUPTION, LOSS OF GOODWILL OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES,
ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR
ANY RELATED SERVICES OR CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL
LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER EXCEED THE AMOUNT
PAID BY YOU TO LICENSE THE SOFTWARE (IF ANY). SOME JURISDICTIONS DO NOT ALLOW
THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE
LIMITATIONS OF THE DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE
BASIS OF THE BARGAIN BETWEEN US AND YOU, AND WE WOULD NOT HAVE BEEN ABLE TO
PROVIDE THE SOFTWARE TO YOU WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS SHALL
APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

18. Indemnification
You agree to fully indemnify and hold us, our successors and predecessors and
each of our and their respective parents, subsidiaries, affiliates, licensors,
licensees, officers, directors, shareholders, partners, joint-venturers,
employees, agents, contractors and suppliers and each of their respective
officers, directors, principals, shareholders, members, employees, agents,
representatives, heirs, executors, administrators, successors and assigns,
harmless from and against any claim, suit, hearing, action, expense or demand,
including without limitation to: all claims for damages, fees or costs
(including attorneys' fees), arising out of or related to the use of the
Software or any related Services or content by you, your agents or
representatives, anyone under your control, or by any third party using your
equipment or accounts to use the Software or Services (for purposes of this
section, collectively, "you"); the violation by you of any provision of this
Agreement; the violation by you of any laws or regulations; or the infringement
or misappropriation by you any copyright, trademark or any other intellectual
property right, proprietary right, property right or any other right of ours or
any third party. We reserve the right to assume the exclusive defense and
control of any matter otherwise subject to indemnification by you, in which
event you will cooperate with us in asserting any available defenses and, as set
forth above, be fully responsible for our attorneys' fees.

19. Export Control
You may not use or otherwise export or re-export the Software except as
authorized by United States law and the laws of the jurisdiction in which the
Software was obtained. In particular, but without limitation, the Software may
not be exported or re-exported (a) into any U.S. embargoed countries or (b) to
anyone on the U.S. Treasury Department's list of Specially Designated Nationals
or the U.S. Department of Commerce Denied Persons List or Entity List. By using
the Software, you represent and warrant that you are not located in any such
country or on any such list. You also agree that you will not use the Software
for any purposes prohibited by any laws, regulations or rules applicable in the
United States (whether federal, state or local), including, without limitation,
the development, design, manufacture or production of nuclear, chemical or
biological weapons.

20. U.S. Government End Users
The Software and related documentation are "Commercial Items", as that term is
defined at 48 C.F.R. ¤2.101, consisting of "Commercial Computer Software" and
"Commercial Computer Software Documentation", as such terms are used in 48
C.F.R. ¤12.212 or 48 C.F.R. ¤227.7202, as applicable. Consistent with 48 C.F.R.
¤12.212 or 48 C.F.R. ¤227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software and Commercial Computer Software Documentation are
being licensed to U.S. Government end users (a) only as Commercial Items; and
(b) with only those rights as are granted to all other end users pursuant to the
terms and conditions herein. Unpublished-rights are reserved under the copyright
laws of the United States.

21. Suspected Violation of this Agreement or Law; Injunctive, Equitable Relief,
and Liquidated Damages
Without limiting any other Section of this Agreement, you acknowledge that we
would be irreparably harmed by any violation of the provisions in Sections 3-7
of this Agreement, and there is no adequate remedy at law for such breach.
Accordingly, in the event of any breach by you of these provisions of this
Agreement, in addition to any other remedies we may have at law or in equity,
you will have the unconditional obligation to pay us the sum of not less than
One Hundred Thousand Dollars ($100,000) for each such breach as liquidated
damages, and we shall be entitled immediately to seek enforcement of this
Agreement in a court of competent jurisdiction by means of a decree of specific
performance, an injunction without the posting of a bond or the requirement of
any other guarantee, and any other form of equitable relief. In addition, you
recognize, acknowledge and agree that the we are entitled to recover from you
the costs and attorneys' fees incurred by us to enforce the terms of this
Agreement.

22. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, United States of America (without giving effect to
conflict of law provisions of this or any other jurisdiction), and all actions
arising in connection with this Agreement shall be brought within the State of
New York. This Agreement will not be governed by the United Nations Convention
on Contracts for the International Sale of Goods, the application of which is
expressly excluded.

23. Dispute Resolution
Any controversy, dispute or claim arising out of or relating to this Agreement
or the Software shall be settled solely by binding arbitration in accordance
with the commercial arbitration rules of the American Arbitration Association.
The arbitration shall be before a single arbitrator. Any such controversy,
dispute or claim shall be arbitrated on an individual basis, and shall not be
consolidated in any arbitration with any controversy, dispute or claim of any
other party. The arbitration shall be conducted at a site in the State of New
York, City of New York, and under the laws of the State of New York (without
giving effect to conflict of law principles), and judgment on the arbitration
award may be exclusively entered in any court having jurisdiction thereof within
the State of New York. Each party shall bear one-half of the costs of the
arbitration, including the fees incurred through AAA. Nothing herein shall limit
the right of you or us to seek any interim or preliminary equitable or
injunctive relief from a court of competent jurisdiction within the State of New
York or any other jurisdiction necessary to enforce any right under this
agreement pending the completion of arbitration. You expressly consent to and
waive any objection or defense which you may have or hereafter have to the venue
or jurisdiction of any such action, suit or proceeding as set forth herein. This
provision is not a waiver of any rights which we may have under this Agreement,
including the right to recover money damages.

24. Severability
In the event that any portion of this Agreement is held invalid or unenforceable
by a court of competent jurisdiction, that portion shall be construed consistent
with applicable law and the remaining portions shall remain in full force and
effect.

25. Titles
The section titles in this Agreement are solely used for the convenience of the
parties and have no legal or contractual significance.

26. Statute of Limitations
You agree that any cause of action against us arising out of or related to the
Software or any related services, regardless of its form, must be commenced by
you within one (1) year from the date on which the cause of action arose;
otherwise, such cause of action is permanently waived and barred.

27. Waiver
Our failure to enforce your strict performance of any provision of this
Agreement will not constitute a waiver of our right to subsequently enforce such
provision or any other provision of this Agreement. No provision of this
Agreement will be waived by any act, omission or knowledge of us or our agents
or employees except by an instrument in writing expressly waiving such provision
and signed by a duly authorized officer of ours. 
