This Agreement (the "Agreement") is entered into by and between you ("you", "your", or "Customer") and MyHawker. ("MyHawker") regarding your use of the Services (defined below). This Agreement sets forth the terms and conditions under which MyHawker makes the Services available to you. By completing and submitting the Registration Form and clicking the "Accept" button below, you are entering into this Agreement with MyHawker, and indicating that you agree to be bound by these terms and conditions as originally stated by MyHawker. If you do not agree with these terms and conditions, please click the button marked "Cancel" and do not proceed with the registration.

1. Definitions. For purposes of this Agreement, the following terms will have the indicated meanings:
    

1. "Brand Features" means the MyHawker corporate name, trade names, trademarks, service marks, logos, domain names, indications of origin and other distinctive brand features and Customer's corporate name, trade names, trademarks, service marks, logos, domain names, indications of origin and other distinctive brand features set forth on the Registration Form.

2. "Client Name" means an alphanumeric code assigned to a Customer by MyHawker that identifies the Customer.

3. "Content" means all editorial, text, graphic, audiovisual, and other content that is served to End Users of the Site and that is not provided by MyHawker, including without limitation a search box, instruction pages, frequently asked questions pages and any Site End User terms and guidelines.

4. "Customer Template" means the template designed by Customer, using the MyHawker template design guidelines, and provided by Customer to MyHawker.

5. "End User" means a user of the Site.

6. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

7. "Registration Form" means the online form(s) through which Customer registers for the Search service.

8. "Results Pages" means any Web pages displayed by or on behalf of the Customer that contain information from a Results Set.

9. "Results Set" means the data set provided to Customer by MyHawker in response to a search query, consisting of between zero and twenty records per page.

10. "Services" means the Internet Search Engine Services to be provided by MyHawker for Customers nder this Agreement, as more fully described on Exhibit A.

11. "Site" means a single, primary Web site at the Internet domain specified in the Registration Form through which End Users may enter a search query. All search queries sent from the Site to MyHawker shall use the same Client Name, and one of the Valid Domain Name provided by Customer to MyHawker.

12. "Term" shall have the meaning indicated in Section 7.

13. "Valid Domain Name" means any and all valid http protocol addresses that will be used by or on behalf of Customer to access the Services.

2. Provision of Services.
    

1. MyHawker Obligations. Subject to the terms and conditions of this Agreement, MyHawker shall provide the Services set forth in Exhibit A, including all associated hardware and software.

2. Customer Obligations. Customer shall provide the Customer Template to MyHawker. Furthermore, Customer shall be responsible for providing all hardware and software required to perform Customer's obligations under this agreement, including but not limited to the following:

1. implementing and maintaining the Site,
2. implementing and maintaining the interface between the Site and the Services, and
3. receiving a search query from an End User and transmitting the search query to MyHawker using the Client Name.

3. Exclusivity. Customer understands that MyHawker will provide the Services on a nonexclusive basis, and that MyHawker will continue to customize and provide its services to other parties for use in connection with a variety of applications, including search engine applications.

4. Domain Security Process. Before launch of the Services, Customer shall provide MyHawker with a written list of Valid Domain Names, and MyHawker shall provide Customer a Client Name. All search queries sent to the MyHawker by or on behalf of the Customer must contain the Client Name and must use a Valid Domain Name. MyHawker shall have the right to immediately discontinue providing Services to Domain Names that are not Valid Domain Names. Any modifications to the initial list of Valid Domain Names provided to MyHawker by Customer must be made in a written document executed by both parties.

3. Intellectual Property.
    

1. MyHawker Rights. As between Customer and MyHawker, Customer acknowledges that MyHawker owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Services (including MyHawker’s search engine technology and MyHawker Brand Features), and that Customer shall not acquire any right, title, or interest in or to the Services (including MyHawker's search engine technology and MyHawker Brand Features), except as expressly set forth in this Agreement. Customer shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any MyHawker Services, software, or any documentation provided to Customer by MyHawker. Customer will not remove, obscure, or alter MyHawker's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within any MyHawker Services, software, or documentation. Furthermore, Customer shall not in any non-transitory manner store or cache information obtained from the Services.

2. Customer Rights. As between MyHawker and Customer, MyHawker acknowledges that Customer owns all Intellectual Property Rights in and to Content that is not provided to Customer by MyHawker, and that MyHawker shall not acquire any right, title or interest in or to such Content, except as expressly set forth in this Agreement.

3. Brand Feature License. MyHawker hereby grants Customer a nontransferable, nonexclusive license during the Term to display MyHawker's Brand Features for the purpose of promoting or advertising that Customer uses the Services and for the purpose of fulfilling its obligations under section 3.C below. Customer hereby grants to MyHawker a nontransferable, nonexclusive license during the Term to use Customer's Brand Features to advertise that Customer is using the Services. Any use by Customer of the MyHawker Brand Features is subject to the MyHawker Brand Features Guidelines, as described in Exhibit B. Customer will submit all materials of any kind containing MyHawker's Brand Features to MyHawker for inspection before release to the public, and MyHawker will have the right to approve such material prior to its distribution. Customer agrees that its products and/or services that are associated with MyHawker's Brand Features shall meet the same general level of quality as is provided by MyHawker in connection with its own Brand Features. Except as set forth in this Section, nothing in this Agreement shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's Brand Features. All use by MyHawker of Customer's Brand Features (including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of MyHawker's Brand Features (including any goodwill associated therewith) shall inure to the benefit of MyHawker. At no time during or after the Term of this Agreement shall Customer challenge or assist others to challenge the Brand Features of MyHawker (except to the extent such restriction is prohibited by applicable law) or the registration thereof by MyHawker, nor shall Customer attempt to register any Brand Features that are confusingly similar to those of MyHawker.

4. Attribution. The search box (or other means used by an End User to enter a search query) and all Results Pages shall conspicuously display a graphic to be provided by MyHawker that indicates that the Services are provided by MyHawker. The graphic shall link to the MyHawker site located at www.myhawker.com or such other address as MyHawker may designate from time to time during the Term.

4. Warranties and Disclaimer.
    

1. MyHawker. MyHawker warrants that it has full power and authority to enter into this Agreement. MyHawker does not warrant that the Services will meet all of Customer's requirements or that performance of the Services will be uninterrupted or error-free. MyHawker MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

2. Customer. Customer warrants that: (1) all information provided by Customer in the Registration Form is true and accurate; (2) Customer has read and agrees to MyHawker's terms and conditions agreement related to Search Box, available at http://www.MyHawker.com/legal/SearchBoxAgreement.html; (3) Customer has full power and authority to enter into this Agreement; (4) Customer's Brand Features, Content, or Site do not (a) infringe any Intellectual Property Rights of any third party, (b) constitute defamation, libel or obscenity, (c) result in any consumer fraud, product liability, breach of contract to which Customer is a party or cause injury to any third party, (d) promote violence or contain hate speech, (e) violate any applicable law, statute, ordinance, or regulations, or (f) contain adult content or promote illegal activities, gambling, or the sale of tobacco or alcohol; and (5) Customer shall make reasonable efforts to perform all of its obligations under this Agreement in accordance with applicable laws.

5. Indemnity. Customer shall indemnify MyHawker and defend and hold MyHawker harmless from and against any and all liabilities, losses, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other expenses of litigation) incurred by MyHawker, relating to, arising from or occurring as a result of: (i) any act or omission of Customer in connection with this Agreement and (ii) any third party lawsuit or proceeding brought against MyHawker based upon a claim that the Content, Site or Customer Brand Features infringe any copyright, trade secret or trademark of the third party.

6. Limitation of Liability. MYHAWKER WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL MYHAWKER’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT MYHAWKER HAS ACTUALLY RECEIVED FROM CUSTOMER UNDER THIS AGREEMENT. THE PARTIES AGREE THAT THIS SECTION 6 REPRESENTS A REASONABLE ALLOCATION OF RISK.

7. Term and Termination.
    

1. Term. The term of this Agreement (the "Term") shall commence on the date that Customer completes the Registration Form and accepts this Agreement and shall continue in force for a period of three (3) months thereafter, unless earlier terminated as provided herein.

2. Termination by Either Party. Either party may suspend performance and/or terminate this Agreement: (a) if the other party materially breaches any term or condition of this Agreement and fails to cure that breach within thirty (30) calendar days after receiving written notice of the breach; or (b) if the other party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof.

3. Termination by MyHawker. In addition to the provisions of section 7.2, MyHawker may terminate this Agreement immediately without written notice if Customer engages in any action that violates MyHawker's terms of service policy, reflects poorly on MyHawker, or otherwise disparages or devalues MyHawker Brand Features, MyHawker's reputation, or MyHawker's goodwill, or if MyHawker reasonably determines that it is impracticable to continue providing the Services in light of applicable laws.

4. Rejection of Application. MyHawker shall have the right, in its sole discretion, to reject any application (i.e., Registration Form), and such rejection shall render null and void this Agreement between Customer and MyHawker. MyHawker shall not be liable to Customer for damages of any sort resulting from its decision to reject an application.

5. Effect of Termination. Upon the termination of this Agreement for any reason all license rights granted herein shall terminate. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.

6. Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 1, 3.A, 3.B, 4, 5, 6, 7.E, 7.F and 8 shall survive termination.

8. Miscellaneous.
    
   Any notice required for or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by telecopier or facsimile transmission report, or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. All notices must be sent to the addresses set forth in the Registration Form or to such other address as the receiving party may have provided for the purpose of notice in accordance with this Section. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets, so long as such surviving entity or purchaser shall expressly assume in writing the performance of all of the terms of this Agreement. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This Agreement will be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to conflict of law principles. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, acts of God, war, governmental action, or any other cause, which is beyond the reasonable control of such party. Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under this Agreement. The failure of MyHawker to require performance by Customer of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by MyHawker of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect. MyHawker may amend, vary, add to any of their terms and conditions at any time without assigning reasons and without the need to give notice of the same. Your continued use of the services after the aforesaid amendments etc will indicate your acceptance of the same. THIS AGREEMENT, AND EXHIBITS HERETO, CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF. THIS AGREEMENT SUPERSEDES, AND THE TERMS OF THIS AGREEMENT GOVERN, ANY OTHER PRIOR OR COLLATERAL AGREEMENTS WITH RESPECT TO THE SUBJECT MATTER HEREOF. ANY AMENDMENTS TO THIS AGREEMENT MUST BE IN WRITING AND EXECUTED BY AN OFFICER OF THE PARTIES.

MyHawker will assist Customer in providing a co-branded web search service. The Services include MyHawker's proprietary search engine technology, the MyHawker Brand Features, and all other computer software, technology and/or documentation that is supplied by MyHawker for use in connection with delivery of the Services. MyHawker will receive search queries from Customer at MyHawker's network interface, process the search queries using MyHawker's search engine, and display Results Sets using the Customer Template. MyHawker will not be responsible for receiving search queries from Customer's End Users or for transmission of data between Customer and MyHawker's network interface.

1. Customer may not change the proportion; color or font of any MyHawker registered trademarks, or otherwise alter the MyHawker registered trademarks in any manner.

2. Customer may not display the MyHawker Brand Features in any manner that implies sponsorship or endorsement by MyHawker, except for Customer's involvement in the Search program.

3. Customer may not use the MyHawker Brand Features to disparage MyHawker, its products or services, or in a manner which, in MyHawker's reasonable judgment, may diminish or otherwise damage MyHawker’s goodwill in the MyHawker Brand Features.

4. Customer may not display the MyHawker Brand Features on the Site if the Site contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol. Customer agrees to discontinue immediately its display of the MyHawker Brand Features and any other MyHawker intellectual property if at any time after entering into this Agreement the Site contains or displays adult content or promotes any of the above-referenced activities.

5. The MyHawker Brand Features must appear by themselves, with reasonable spacing (at least the height of the MyHawker Brand Feature) between each side of the MyHawker Brand Feature and other graphic or textual elements.