Island Joe Master Service Agreement (MSA)

This Services Agreement, each Order, Island Group invoice terms, Scope of Services, specifications documents and other statements, schedules, exhibits and

rules (collectively, “Agreement”) shall govern all Services provided by and all transactions with Island Joe Group, the use and access of the Services and/or Island

Joe Network by or on behalf of any Island Joe Group customer (“you” or “your”). This is a legal document. By ordering, accessing or using Services or the Island

Joe Network, you authorize Island Joe Group to provide Services and agree to comply with this Agreement.

In addition to those defined elsewhere in this Agreement, the following terms

shall have the following meanings:

“Authorized User” means anyone, whether individual or entity, authorized to

use the Island Joe Group Network, including you and anyone to whom you

have assigned and issued, permitted use of or otherwise disclosed your

passwords and user IDs.

“Island Joe Group Network” means the Sites and technology through which

the Services are accessed and includes, without limitation all functions,

features and capabilities of the Services, all software, security features,

hardware, remote-access electronic functionality and all upgrades, updates,

revisions, versions, releases, modifications and derivatives thereof and

thereto.

“Marks” means all third party or Island Joe Group’s common law and

registered trademarks, logos, trade names, trade dress, product and service

marks, individually or combined with one another.

“Message Content” means all material (regardless of form) in an email or

other electronic message prepared, transmitted or which an attempt to

transmit is made through either the Island Joe Group Network or use of the

Services by you or on your behalf.

"Order” means any document, including any Scope of Services or other

specifications document, specifying the Services to be provided by Island Joe

Group, applicable fees, payment, performance schedules and/or such other

terms appropriate to each engagement requested by you and agreed to by

Island Joe Group.

“Services” means any and all resources, skills and other activities performed

or made available by Island Joe Group. Services include access to and use

of the Island Joe Group Network.

“Sites” means the network of websites and web pages owned, operated,

maintained and/or controlled by Island Joe Group, including without limitation

www.islandjoegroup.com, and any associated, additional and/or successor

websites accessible through these or other domain names/URLs.

“Term” means the initial term of this Agreement and/or as set forth on each

Order and each renewal thereof.

Island Joe Group will use commercially reasonable efforts to provide, and to

facilitate your access to and use of, the Services selected in Schedule 1, the

Island Joe Group Order Form, in a professional manner in conformation with

its published documentation during the Term. You may order additional

Services at any time through subsequent Orders accepted by Island Joe

Group. The schedule for performance of Services will be agreed upon by the

parties subject to availability of Island Joe Group personnel.

3.1 Change Requests. Your request to change any Services must be in

writing and is subject to Island Joe Group’s written consent.

3.2 Cooperation. You are solely responsible for connection of your

computers to the internet and agree that timely provision of and access to office

accommodations, facilities, equipment, assistance, cooperation, complete and

accurate information and data, and suitably configured computer products

(collectively “Cooperation”) are essential to Island Joe Group’s performance of

Services. Island Joe Group is not liable for any delay or deficiency in

performing Services resulting from your failure to provide full Cooperation.

4.1 Fees. You shall pay to Island Joe Group fees for all Services in the

amounts and in the manner set forth in an Order and if not, as provided

herein. Unless expressly specified to the contrary: (a) Services shall be

provided on a time and materials (“T&M”) basis, meaning you shall pay Island

Joe Group for all the time spent performing such Services plus materials,

taxes and expenses; and (b) rates shall be Island Joe Group’s standard rates

in effect for the location and at the time Services are provided. Any monetary

limit provided by Island Joe Group shall be an estimate only for your

budgeting and Island Joe Group’s resource scheduling purposes.

4.2 Invoicing and Payment. Invoicing and payment shall be made in the

manner set forth in each Order and if not as provided in this Agreement.

Electronic invoices shall be sent to the email address set forth on the Order.

You authorize your financial institution to make ACH payments or Island Joe

Group to charge your credit card or invoice you: (a) immediately for all nonrecurring

fees, (b) in advance on the anniversary of each year of the Term or

the first of each calendar quarter or month as applicable for fixed periodic

fees, and (c) in arrears for volume-based fees. Undisputed charges shall be

paid within thirty (30) days from the date of invoice and shall be deemed

overdue if unpaid thereafter. In addition to any remedy in this Agreement by

law or in equity, undisputed amounts not paid when due shall accrue a late

charge equal to the greater of: (a) $50.00; or (b) 1.5% per month from the due

date until fully paid. In addition to the late fee, you agree to pay the greater of

$50.00 or the actual fees incurred by Island Joe Group for returned checks

and all costs of collection, including reasonable attorneys’ fees, reasonably

incurred by Island Joe Group. In the event checks are returned two or more

times during a Term, Island Joe Group may, in its discretion, require that you

prepay all fees.

4.3 Disputed Charges. Promptly when known but in any event within thirty

(30) days of the invoice date, you shall notify Island Joe Group in writing of any

amounts you reasonably believe are subject to good faith dispute, identifying

the basis for the dispute and providing supporting documentation. All

undisputed amounts shall be paid in full when due. In the event you do not

dispute an invoice in writing on or before its due date, it shall be deemed

approved. You and Island Joe Group agree to cooperate to investigate and

resolve bonafide disputes within fifteen (15) days of Island Joe Group’s receipt

of the dispute notice. Upon resolution of the dispute, any amounts determined

to be due to you shall be credited against amounts due for the next billing

cycle. If the dispute is resolved in Island Joe’s favor, you shall promptly pay to

Island Joe Group all amounts due.

4.4 Expenses. You shall reimburse Island Joe Group for pre-approved

reasonable travel, administrative, equipment and out-of-pocket expenses

incurred by Island Joe Group in connection with any Services. Such expenses

are not included in any monetary limits stated in the applicable Order unless

expressly itemized.

4.5 Taxes. Fees do not include taxes or withholdings. If Island Joe Group is

required to pay sales, use, property, excise, value-added, duties, tariffs or other

taxes based on the licenses or Services, then such taxes shall be billed to and

paid by you. This Section shall not apply to taxes based on Island Joe Group’s

income; provided, however, that any withholding or other tax imposed by any

government other than the United States of America or any of its member

states shall be paid by you, and the amounts due Island Joe Group shall be

“grossed up” to account for such withholding or tax, so that the fees received by

Island Joe Group hereunder will be net of any such withholding or tax.

4.6 Suspension of Service. If undisputed amounts are not paid when due or

if you are in violation of any terms of the Agreement, in addition to any of its

rights and remedies, Island Joe Group may suspend Services without liability to

you until amounts due are paid in full. Island Joe Group may, in its discretion,

charge you a reconnection fee in the event you wish to resume Services.

5.1 Authorized Users/Passwords/User IDs. You are responsible for the

safety and security of all user IDs, logins, passwords or other security features

through which you or your Authorized Users may access the Services and for

all actions taken through the Island Joe Group Network. You are responsible

for issuing, preserving the confidentiality of and not sharing user ID’s and

passwords, administering, updating and ensuring that proper security

measures are in effect with respect to all passwords, user IDs and other user

authentication. You are also responsible for monitoring, supervising and

terminating, when appropriate, the user IDs and passwords of your Authorized

Users. You must notify Island Joe Group immediately when you need to

terminate an individual’s access. Any use of passwords, user IDs and other

user authentication assigned to you constitutes your acts and Island Joe

Group may rely upon the instructions, consent given and all action taken,

without verifying the identity or authority of any person accessing Island Joe

Group Network and using Services through your passwords, login and/or user

IDs or other security features. You are responsible for ensuring that each

Authorized User is aware of and complies with all rules, terms and obligations

of this Agreement. You are responsible for all actions taken, including all

Orders placed and any fees or costs incurred through user IDs, logins,

passwords and/or other security features, regardless of whether the act was

taken by an Authorized User.

5.2 User Conduct. The Island Joe Group Network enables you to use the

Services without assistance from Island Joe Group. All content transmitted by

you, your Authorized Users, on your behalf or otherwise through use of user

IDs or passwords, in emails or other communications shall be accurate, not

misleading or disguise the origin or nature of the message, not contain

unsubstantiated statements, identify themselves as commercial, if applicable,

shall not be unsolicited and shall otherwise comply with the letter and spirit of

the CAN-SPAM Act of 2003 and Island Joe Group rules, policies and terms.

5.3 Data Storage. Island Joe Group agrees to provide secure data storage

for your data during the Term and for a period of thirty (30) days after

termination of the Term. Thereafter, Island Joe Group shall have no

obligation to maintain or provide any of your data nor shall it have any liability

for destruction of your data or any other material upon the expiration of the

thirty (30) day period. Maximum disk storage space allocated for you is 10GB

in the aggregate. Your use of excess data storage space may result in

additional fees. Island Joe Group agrees to notify you when the average

storage used reaches approximately ninety percent (90%) of the maximum,

however any failure by Island Joe Group to notify you shall not relieve you of

the responsibility to pay any additional storage charges that may apply. You

may purchase additional storage at the then

6.1 Term. This Agreement shall commence on the Effective Date and continue for the later of a period of twelve (12) months or the Term set forth

on any outstanding Orders unless earlier terminated in accordance with this

Article VI. The Term shall automatically renew for like Terms unless either

party notifies the other of its intent not to renew at least thirty (30) days prior to

the end of the then expiring Term.

6.2 Termination for Convenience. Either party may terminate this

Agreement or any Order at any time by providing the other party with no less

than thirty (30) days prior written notice. Your termination of this Agreement

or an Order for convenience prior to the end of the Term is subject to early

termination fees set forth in Section 6.3. Should Island Joe Group terminate

this Agreement or a specific Order for convenience prior to its natural

expiration, Island Joe Group agrees to refund to you all prepaid fees

attributable to unused Services for the unexpired portion of the Term.

6.3 Early Termination Fees. In the event you terminate an Order prior to

the end of the applicable Term, you agree to pay to Island Joe Group an early

termination fee in the amount of the greater of the: (a) fee due to Island Joe

Group for the remaining balance of the Term if termination occurs with more

than six (6) months remaining in the Term; (b) fifty percent (50%) of the total

fees due if termination occurs with less than six (6) months remaining in the

Term; or (c) the amount you would have owed for the Term excluding any

extended term, volume-based or other discounts.

6.4 Termination for Breach. A party may terminate an Order if the other

party is in material breach and fails to correct the breach within thirty (30) days

following written notice specifying the breach. Consent to extend the cure

period for breaches other than nonpayment of fees shall not be unreasonably

withheld, so long as the breaching party has commenced cure during the thirty

(30) day notice period and reasonably pursues cure of the breach in good

faith.

6.5 Transition Services/Effect of Termination

In the event you ask that Island Joe Group perform Services assisting you in

your transition to another service provider, including without limitation,

transferring or migrating your digital assets, all such Services will be performed

on a T&M basis. Termination of this Agreement and/or any Order shall not limit

either party from pursuing other remedies available to it, including equitable

relief, nor shall such termination relieve you of your obligation to pay all fees

that have accrued or are otherwise owed by you under any Order prior to such

termination. The parties’ rights and obligations under Sections I and IV through

IX shall survive termination of the MSA and/or any Order.

7.1. Ownership. The Services, Island Joe Group Network, the collection,

compilation, assembly and arrangement of any and all content located on or

accessible through the Services and/or Island Joe Group Network, all patent

rights, all rights in copyrights, trade secrets, trademarks, the Marks and other

intellectual property rights in and to the Island Joe Group Network, Confidential

Information and Services are owned solely and exclusively by Island Joe

Group. Everything you see or read on the Sites and that which is provided to

you through the Services, including the templates, expression, coordination,

selection, arrangement, collection, compilation, assembly and arrangement of

the Sites and content, is protected by all United States and international

copyright and trademark laws, and may not be used except as provided in this

Agreement without Island Joe Group’s express written permission. You may

not use or display the Marks in any manner without the prior written consent of

the applicable owner. This includes use of the Sites’ URL, domain names and

addresses or Marks in page text, as key words, meta tags or any other “hidden

text.” Other product or service names, logos, graphics, page headers, button

icons and scripts are trademarks or trade dress of Island Joe Group and may

not be used in connection with any other product or Service in any manner, but

especially not in a manner that is likely to cause confusion in the marketplace

or in any matter that disparages or discredits Island Joe Group.

7.2 Island Joe Group’s License to You: Island Joe Group grants you a

limited, non-exclusive, non-transferable, revocable right and license to use the

Services and Island Joe Group Network solely in connection with Island Joe

Group’s provision of the Services in the manner, for the purpose and as

described in this Agreement, each applicable Order, the Services descriptions

or documentation, and any additional terms and for no other purpose. Nothing

in this Agreement gives you any rights, title or interest other than the limited

right to access and use Services and/or the Island Joe Network for the Term as

permitted herein.

7.3 Your License to Island Joe Group: You grant to Island Joe Group a nonexclusive,

non-transferable, revocable right and license to use, and to permit its

service providers and suppliers, to use your trademarks, service marks, trade

names, trade dress, Authorized User Data, and Message Content created by

you as reasonably necessary to enable Island Joe Group to perform the

Services and for no other purpose.

You represent and warrant to Island Joe Group that (a) you are solely and

exclusively responsible for your goods, products and services, the content, use

and transmission of your email messages and your use of the Services; (b)

your use of any trademarks, service marks, trade names or other material does

not violate or infringe anyone’s common law or statutory copyright, trademark

or other proprietary rights; (c) none of your data or other material provided to

Island Joe Group will contain any malware, malicious code or other

programming routine intended to adversely affect Island Joe Group Network, or

that of any other Island Joe Group clients, service providers or suppliers; (d)

you shall comply with all United States and international laws, statutes,

regulations, rules, administrative and judicial orders as amended governing

your use of the Services and privacy of recipients of your transmission.

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER

ISLAND JOE GROUP NOR YOU MAKE AND ISLAND JOE GROUP AND

YOU EXPRESSLY WAIVE ALL REPRESENTATIONS AND WARRANTIES,

EXPRESS OR IMPLIED, WHETHER BY OPERATION OF LAW OR

OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE,

ANY ARISING FROM COURSE OF DEALING, USAGE, TRADE OR

PERFORMANCE, OR TO THE ACCURACY, TIMELINESS OR

COMPLETENESS OF ANY RECIPIENT LISTS OR MESSAGE CONTENT.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXCEPT AS

OTHERWISE PROVIDED IN THE AGREEMENT YOU ARE SOLELY

RESPONSIBLE FOR YOUR GOODS AND SERVICES, ACCURACY,

SECURITY AND MAINTENANCE OF YOUR DATA, RECIPIENT LISTS,

MESSAGE CONTENT, USE OF YOUR MESSAGES AND YOUR

ACTIVITIES IN CONNECTION WITH ISLAND JOE GROUP NETWORK.

UNDER NO CIRCUMSTANCES IS OR WILL ISLAND JOE GROUP OR ITS

AFFILIATES BE LIABLE IN ANY WAY FOR ANY COMMUNICATIONS,

MESSAGE CONTENT, RECIPIENT LISTS, YOUR OR ANOTHER’S USE OF

ISLAND JOE GROUP NETWORK OR SERVICES, ANY OF YOUR DATA OR

OTHER CONTENT OR MATERIAL PROVIDED BY YOU, INCLUDING

WITHOUT LIMITATION ANY ERRORS OR OMISSIONS IN ANY OF THE

FOREGOING, OR FOR LOSS OR DAMAGE OF ANY KIND INCURRED AS

A RESULT OF THE USE OF ANY OF THE FOREGOING THROUGH THE

ISLAND JOE GROUP NETWORK OR SERVICES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ISLAND JOE GROUP

SHALL NOT, IN ANY EVENT OR UNDER ANY CIRCUMSTANCES, BE

LIABLE FOR ANY DAMAGES WHETHER DIRECT, INDIRECT, INCIDENTAL,

SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT

NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE,

DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ISLAND JOE GROUP

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),

WHETHER ARISING OUT OF OR IN CONNECTION WITH THE USE OR THE

INABILITY TO USE THE SERVICES, ACCURACY OF THE INFORMATION,

PRODUCTS AND MATERIALS SHOWN OR AVAILABLE FROM THE SITES

OR ANY OTHER MATTER RELATING TO YOUR ACCESS TO OR USE OF

THE ISLAND JOE GROUP NETWORK. IN ANY CASE, ISLAND JOE

GROUP’S SOLE LIABILITY, AND THAT OF ITS LICENSORS, SUPPLIERS

AND BUSINESS PARTNERS, IS LIMITED TO FEES RECEIVED FROM YOU

UNDER THE APPLICABLE SERVICES ORDER DURING THE SIX (6)

MONTH PERIOD PRECEDING THE APPLICABLE CLAIM. THE

PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN

ISLAND JOE GROUP AND YOU. ISLAND JOE GROUP’S PRICING

REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF

LIABILITY SPECIFIED HEREIN. YOUR LEGAL RIGHTS WITH RESPECT TO

THESE DISCLAIMERS AND WAIVERS MAY VARY FROM JURISDICTION

TO JURISDICTION. WITHOUT INTENDING TO LIMIT THE FOREGOING,

YOU MUST BRING ANY CLAIMS YOU MAY HAVE AGAINST ISLAND JOE

GROUP WITHIN SIX (6) MONTHS OF THE DATE THE CLAIM AROSE OR BE

FOREVER BARRED. THESE LIMITATIONS SHALL APPLY

NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY

LIMITED REMEDY

9.1 Nondisclosure/Nonsolicitation. The parties may have access to or provide to each other information that is confidential to one another

(“Confidential Information”). Confidential Information shall be limited to

information clearly identified as confidential; provided, however, that your Data

shall be your Confidential Information and Island Joe Group’s Services,

passwords, user IDs and other security/authentication methods or technology,

all Marketing Data, and all business processes, proposals, pricing, Orders,

designs, strategies and unreleased or otherwise non-public services or

products shall be Island Joe Group’s Confidential Information regardless of how

it is disclosed, whether and if it is marked. Confidential Information shall not

include information that: (a) is or becomes a part of the public domain through

no act or omission of the recipient; (b) was in the recipient’s lawful possession

prior to the disclosure and had not been obtained by the recipient either directly

or indirectly from the disclosing party; (c) is lawfully disclosed to the recipient by

a third party without restriction on disclosure; (d) or is independently developed

by the recipient. The parties shall not be considered in breach of their

confidentiality obligations if they disclose Confidential Information pursuant to

court or other lawful order provided that the recipient of such order notifies the

other party within a reasonable time period prior to required disclosure (if permitted by the order) to enable the other party to seek protective or other

orders restricting disclosure. The parties agree to hold each other’s

Confidential Information in confidence during the term of this Agreement and

for a period of two (2) years thereafter.

Neither party shall, directly or indirectly, solicit, attempt to hire or hire any

employee or contractor of the other party during the Term and for a period of

twelve (12) months from and after the later of the expiration or termination of

the last outstanding Order.

9.2 Relationship Between the Parties. Island Joe Group is an independent

contractor and nothing in the Agreement shall be construed to create a

partnership, joint venture or agency relationship between the parties. Each

party will be solely responsible for payment of all compensation owed to its

employees as well as employment related taxes. Each party will maintain

appropriate workers’ compensation insurance for its employees as well as

general liability insurance.

9.3 Governing Law/Jurisdiction. This Agreement, and all matters arising

out of or relating to this Agreement, shall be governed by the laws of the State

of Maryland without regard to conflicts of law principles. Any legal action or

proceeding relating to this Agreement shall be instituted in the applicable state

or federal court situated in the City of Baltimore, State of Maryland. You and

Island Joe Group agree to submit to the jurisdiction of, and agree that venue is

proper in, these courts in any such legal action or proceeding; provided that

either party may seek equitable relief in any court of competent jurisdiction.

ISLAND JOE GROUP AND YOU EACH HEREBY WAIVE THE RIGHT TO

JURY TRIAL IN CONNECTION WITH ALL MATTERS ARISING OUT OF

THIS AGREEMENT. The prevailing party shall be subject to reimbursement of

all damages, fees and costs incurred, including reasonable costs of attorneys

and other professionals.

9.4 Notice. All notices required to be given hereunder, including notices of

address change, shall be in writing and shall be deemed to have been given

when delivered, prepaid, by a commercial overnight courier to the address

delineated on the Order. To expedite order processing, you agree that Island

Joe Group may treat documents faxed or emailed by you to Island Joe Group

as original documents.

9.5 Severability. If any provision of this Agreement is held to be invalid or

unenforceable, the remaining provisions of this Agreement will remain in full

force.

9.6 Waiver. The waiver by either party of any default or breach of the MSA

shall not constitute a waiver of any other or subsequent default or breach.

9.7 Export Administration. You agree to comply with all relevant export

laws and regulations of the United States (“Export Laws”) to assure that neither

its goods, products or services nor and Customer Data or any direct product

thereof are (a) exported directly or indirectly, in violation of Export Laws; or (b)

are intended to be used for any purposes prohibited by the Export Laws,

including, without limitation, nuclear, chemical, or biological weapons

proliferation.

9.8 Force Majeure. Island Joe Group’s performance shall be excused and it

shall have no liability for delays, failure in performance or damages due to fire,

explosion, lightning, power surges or failures, strikes or labor disputes, water,

acts of God, the elements, war, civil disturbances, acts of civil or military

authorities, inability to secure materials, transportation facilities, fuel or energy

shortages, acts or omissions of communications carriers, unauthorized use of

Customer Data, or other causes beyond Island Joe Group’s control whether or

not similar to the foregoing.

9.9 Publicity. Neither party shall refer to the other, or including existence and

content of this Agreement, in any publicity releases, interviews, presentations,

promotional or marketing materials, announcements or checklists without the

other’s prior written consent.

9.10 Entire Agreement/Counterparts. This Agreement constitutes the

complete agreement between the parties, supersedes all prior or

contemporaneous agreements for representations, written or oral, concerning

the subject matter hereof and may not be modified or amended except in a

writing signed by a duly authorized representative of each party. No other act,

document, usage or custom shall be deemed to amend or modify this

Agreement. Preprinted legal terms in a purchase order shall not have any

force or effect. This Agreement may be executed and delivered in counterparts

and electronically, including by transmission of PDF (Portable Document

Format) or comparable signature images. An electronically executed and/or

delivered counterpart or copy of this Agreement shall be effective and

admissible as an original for all purposes. You agree that by signing below,

clicking “I Agree” to the electronic version of this Agreement, affixing an

electronic or digital signature or other electronic assent, you are agreeing to be

bound to the terms of this Agreement.