WEBSITE USER AGREEMENT

This Agreement is made between "User" (the "Licensee") and "Acme Dynamics, Inc." (the "Licensor") with a principal place of business at P.O. Box 1780, Plant City, Florida 33564-1780.

 1.  DEFINITIONS.

 (a)  "Website and Software" means the computer programs and documentation listed and described on http://www.acmedynamics.com.

 (b)  "Use" means (i) executing or loading the Website and Software into a computers temporary internet cache, RAM or other primary temporary memory.

 (c)  "Access" means USE by loading the Website and Software on any computer's browser. Access by any other means, intentionally copying to disk, CD-ROM or other secondary storage device in part or in whole for any reason is strictly prohibited.

 2.  GRANT OF RIGHTS.  Licensor herby grants to Licensee a nonexclusive license to Access and use the Website and Software on the World Wide Web (Internet), located at http://www.acmedynamics.com.

 3.  LICENSE TERM.  This License is effective when the USER invokes access, the license granted to the Website and Software remains in force until Licensee stops using the Website and Software or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.  

 4.  LICENSE FEE.  There are no licensee fees to pay to access:

 5.  TERMINATION.  Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent.   

 6.  TITLE TO WEBSITE AND SOFTWARE.  Licensor retains title, copyright to and ownership of the Website and Software and all enhancements, modifications and updates of the Website and Software. 

 7.  MODIFICATIONS AND ENHANCEMENTS.  Licensee will make no efforts to reverse engineer the Website and Software, or make any modifications or enhancements without Licensor's express written consent. 

 8. WARRANTY LIMITATIONS.   THE WEBSITE AND SOFTWARE IS PROVIDED "AS IS."  LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 9.  REMEDY LIMITATIONS.  Licensor's entire liability and Licensee's sole and exclusive remedy for breach of the foregoing warranty shall be Licensor's option to either:  

 - return to Licensee the license fee for the period in which the Website and Software did not perform according to this warranty, or

 - repair the defects or replace the Website and Software.   

 10.  DAMAGE LIMITATIONS.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR'S LIABILITY TO LICENSEE FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, OR TORT.   

 11.  CONFIDENTIALITY.  Licensee will treat the Website and Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence.  Licensee agrees to treat the Website and Software with at least the same care as it treats its own confidential or proprietary information.   

 12.  ARBITRATION.  The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location:  Hillsboro County.  Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

 13.  ATTORNEY FEES.  If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled. 

 14. GENERAL PROVISIONS.

         (a)  Complete Agreement:  This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties.  This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement. 

        (b)  Modifications:  Licensor shall have the right to at any time without notification to immediately modify and make amendments to this Agreement, including any exhibit, schedule or attachment hereto, and shall be enforceable immediately upon modification.

        (c)  Applicable law:  This License will be governed by the laws of the State of Florida

        (d)  Notices:  All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:

 - Access and use the Website and Software on the World Wide Web (Internet), located at http://www.acmedynamics.com.

         (e)  No Agency:  Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. 

 15.  ASSIGNMENT.  The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent.  Licensor may impose a reasonable license fee on any such assignment.