Legal Information / Master Services Agreement

NEXCO MASTER SERVICES AGREEMENT

This Master Services Agreement (this “Agreement”), effective as of the date of your order placed on the Nexco Store with its accompanying digital signature (the “Effective Date”), is entered into by and between you (“Customer”) and Nexco, Inc.

Nexco agrees to provide certain services, as further described on Schedules A-1 through A-4, as included below (the “Services”), in accordance with the terms and conditions of this Agreement, and Customer agrees to pay for the Services and perform certain other obligations, as set forth in this Agreement, including one or all of the Schedules below:

• Design Services - If your order contains design/engineering/consulting services, Schedule A-1 (Design Services Schedule) shall become part of this Agreement.
• Web Hosting Services - If your order contains Web hosting services, Schedule A-2 (Web Hosting Services Schedule) shall become part of this Agreement.
• Advertising Agency Services - If your order contains Advertising services, Schedule A-3 (Advertising Agency Services Schedule) shall become part of this Agreement.
• Work Subject to Third Party Royalties - If your order contains Work Subject to Third Party Royalties, Schedule A-4 (Schedule of Work Subject to Third Party Royalties) shall become part of this Agreement.

MAIN AGREEMENT
1. SERVICES
Nexco will provide the Web design, Web hosting, advertising, creative, and information technology consulting services set forth in Schedules A-1, A-2, A-3 and A-4 attached hereto, as required by and indicated on your Nexco Store order (the “Services”). All included and mutually executed Schedules, and any mutually executed statements of work referencing such Schedules (“Statements of Work”), as well as the Nexco Store order digitally signed and accepted by Customer (the "Order"), are hereby made part of this Agreement as if set forth herein. In the event of any conflict between the provisions of any Schedule or Statement of Work or Nexco Store order and the body of this Agreement, the body of this Agreement shall control.

2. FEES AND PAYMENT
In consideration of the Services provided by Nexco under this Agreement, Customer shall pay the fees set forth in the Order, as well as any additional fees set forth in any Statements of Work (the “Fees”). Any monthly Fees, or other recurring Fees, that are part of the Order may be changed by Nexco from time to time upon ninety (90) days notice to Customer. Unless otherwise stated elsewhere in this Agreement, Nexco will collect full payment from Customer in advance before providing the Services. Nexco will send Customer an itemized statement on a calendar monthly basis detailing the Services completed during the previous 30 days. In the case where Nexco completes work without upfront payment, Nexco will invoice Customer on a calendar monthly basis. Invoices are due upon receipt. Accounts with balances due past 30 days are subject to interest of 3.0% per month, or the maximum legal rate, if lower. Accounts in default are also subject to costs associated with collection, including reasonable attorneys’ fees and expenses. Many amounts payable by Customer under this Agreement are non-refundable and shall not be subject to any set-off. (For details see the "Return and Refund Policy" that is part of Nexco Store Policies) Customer shall pay all applicable sales, use, transfer or other taxes or duties, which are levied or imposed by reason of this Agreement or the payments or transactions under this Agreement, excluding any taxes based upon Nexco’s income.

3. SCHEDULING
Nexco will use commercially reasonable efforts to provide the Services in accordance with industry standard scheduling best practices. Customer acknowledges that Nexco’s ability to meet mutually agreed upon schedules is dependent upon Customer (a) providing consents and approvals in a timely manner, (b) making available its personnel as necessary for consultation, (c) providing all Customer Materials specified in any Schedule hereto, and (d) performing all other tasks or responsibilities allocated to Customer under any Schedule hereto. Nexco shall be relieved of its schedule obligations to the extent that any delay is caused by Customer’s failure to perform any of the foregoing responsibilities.

4. ACCEPTANCE
Customer agrees to accept and fully participate in Nexco’s three-stage Approval Process as described in the relevant Schedules. Customer’s signature on any approval document presented to Customer under this Agreement (“Approval Document”) shall constitute Customer’s acceptance of the Services or related deliverables referenced by the Approval Document. If the Services or related deliverables do not meet with Customer’s approval, then Customer shall inform Nexco in writing of its rejection of such Services or deliverables within 15 calendar days of Customer’s receipt of such Services or deliverables. Any failure of Customer to provide such a notice of rejection within such period shall constitute Customer’s acceptance of such Services or deliverables, regardless of whether or not Customer has signed the related Approval Document. Without limitation of the foregoing, Customer shall provide all requested consents and approvals in a timely manner. This section (4) relates to the actual deliverables presented to Customer and not to the Customer's purchase of the tools, products or services that create deliverables. For details that govern the purchase of products that create deliverables, see the Nexco Store Policies.

5. INTELLECTUAL PROPERTY
5.1 Work Made for Hire
Effective upon Nexco’s receipt in full of all associated Fees, and subject to the reservation of rights in Section 5.2 through 5.5, and the license in Section 5.6, all work products resulting from the Services which are specifically identified as “Deliverables” on a Schedule and or Order made part of this Agreement shall be a “work made for hire” for the benefit of Customer and, to the extent that such Deliverables are for any reason not deemed a work made for hire, Nexco hereby assigns, and agrees to assign, all of its right, title and interest in and to such Deliverables to Customer, including all intellectual property rights therein.

5.2 Nexco Intellectual Property
Notwithstanding Section 5.1, all intellectual property owned by or licensed in by Nexco prior to the Effective Date, or acquired, developed or licensed in by Nexco outside the scope of this Agreement, including without limitation, all Nexco methods, concepts, designs, reports, programs, and templates, (collectively, “Nexco IP”) shall remain the property of Nexco (or the relevant licensor), and shall not be assigned to Customer hereunder. Effective upon Nexco’s receipt in full of all associated Fees, Nexco hereby grants to Customer a worldwide, perpetual, non-exclusive, non-transferable license to use, reproduce, modify and create derivative works of such Nexco IP in connection with Customer’s use of the associated Deliverables.

5.3 Third Party Software
Notwithstanding Section 5.1, in the event that any Schedule and or Order specifies that Nexco will provide any third party software to Customer, and whether or not such third party software is incorporated in any Deliverables, all such third party software shall remain the property of the respective licensors, and shall not be assigned to Customer hereunder. Effective upon Nexco’s receipt in full of all associated Fees, Nexco shall have the license granted by the third party licensor of such software products.

5.4 Third Party Musical Works
Notwithstanding Section 5.1, in the event that any Schedule and or Order specifies that Nexco will provide any third party sound recordings, musical compositions or other musical works to Customer, and whether or not such third party musical works are incorporated in any Deliverables, all such third party musical works shall remain the property of the respective licensors, shall not be assigned to Customer hereunder, and shall be subject to third-party license requirements and royalties. Effective upon Nexco’s receipt in full of all associated Fees, Customer shall have any license expressly set forth in the relevant schedule with regard to such musical works. Further, to the extent that any royalties or other fees become due to any third-party copyright owner, moral rights holder or artist in connection with Customer’s use of such musical works, Customer shall be solely responsible and liable for all such royalties or other fees.

5.5 Photographic and Videographic Works
Notwithstanding Section 5.1, in the event that any Schedule and or Order specifies that Nexco will provide any photographic or videographic works to Customer, and whether or not such photographic or videographic works are incorporated in any Deliverables, all such photographic or videographic works, including without limitation, the copyright to such works, shall remain the property of Nexco, and shall not be assigned to Customer hereunder. Effective upon Nexco’s receipt in full of all associated Fees, Nexco hereby grants to Customer a worldwide, perpetual, non-exclusive, non-transferable license to use, reproduce, modify and create derivative works of such photographic and videographic works in connection with Customer’s use of the associated Deliverables. Further, to the extent that Customer directs Nexco to photograph or video any particular subjects, whether persons or otherwise, it shall be Customer’s sole responsibility to ensure that all necessary consents, approvals and releases are obtained.

5.6 Nexco Re-Use of Deliverables
Subject to Nexco’s obligations hereunder to keep Customer’s confidential information in confidence, including in the event that any Schedule and or Order specifies that Nexco provide Services and or Deliverables containing data governed by 45 C.F.R. Sections 164.502(e) and 164.504(e), governing protected health information ("PHI") and business associates under the Health Insurance Portability and Accountability Act of 1986 (P.L. 104-191), 42 U.S.C. Section 1320(d) et seq and regulations promulgated thereunder ("HIPAA"), Nexco shall have the worldwide, perpetual, royalty-free, non-exclusive, sublicenseable right to use, reproduce, distribute, modify and create derivative works of any Deliverables, including without limitation, all associated know-how, ideas, concepts, methods, processes, templates or similar information, which rights shall include, without limitation, the right of Nexco to include the Deliverables (with appropriate redaction to remove any Customer confidential information and or PHI) into Nexco’s portfolio of work for the promotion of Nexco and its services, or for other promotional purposes, with or without alteration.

5.7 Customer Material
Customer represents and warrants that all materials provided by Customer to Nexco in connection with this Agreement, including without limitation, written text, photographs, video, audio, music, fine art and other copyrightable works (collectively, “Customer Materials”) are either wholly owned by Customer or Customer has all necessary licenses, consents and approvals from the intellectual property holders to provide such Customer Materials to Nexco and to authorize Nexco to use the Customer Materials for the purposes set forth in this Agreement. Customer shall provide Nexco with a copy of all such licenses, consents and approvals. All such licenses, consents and approvals must bear original signatures and will be retained by Nexco for its reference. Customer hereby grants to Nexco a worldwide, non-exclusive, royalty-free license to use and authorize others to use the Customer Materials and Customer’s confidential information as necessary or desirable for Nexco to fulfill all of its obligations under this Agreement.

6. CONFIDENTIAL INFORMATION
Each party hereto (each, a “Recipient”) shall protect and keep confidential all non-public information disclosed to Recipient by the other party (each, a “Discloser”), and identified in writing as confidential by Discloser and shall not, except as may be authorized by Discloser in writing, use any such information except for the purposes set forth herein or disclose such information to any third party. These obligations of confidentiality shall not apply to information that: (i) was previously known to Recipient; (ii) is or becomes publicly available, through no fault of Recipient; (iii) is disclosed to Recipient by a third party having no obligation of confidentiality to Discloser relating to such information; (iv) is independently developed by Recipient; or (v) is required to be disclosed as a matter of law.

7. REPRESENTATIONS AND WARRANTIES
7.1 Customer
Customer represents and warrants that (a) it has the authority to enter into this Agreement and perform its obligations hereunder, (b) it shall ensure that its employees and agents comply with its obligations under this Agreement, (c) its use of the Services and or Order will be in compliance with all applicable laws, rules and regulations, and (d) its use of the Services and or Order will not infringe upon any intellectual property or other proprietary rights of any third party, will not defame any third party, and will not violate any rights of publicity or privacy of any third party.

7.2 Nexco
Nexco represents and warrants that for a period of thirty (30) days after performance of any Services, or delivery of any Deliverable and or Order, such Services or Deliverables shall materially conform to the requirements for such Services or Deliverables set forth in this Agreement or any applicable Schedule or Statement of Work or Order, when used as permitted under this Agreement. In the event the Services or Deliverables are not performed or provided in accordance with the foregoing warranty, Customer shall promptly inform Nexco, and as Customer’s sole and exclusive remedy, and Nexco’s sole liability, Nexco shall either reperform the Services or repair or replace the Deliverables; provided, however, that in the event any of the foregoing remedies cannot be performed in a reasonable timeframe, despite Nexco’s commercially reasonable efforts, Nexco may refund to Customer the unused portion, if any, of pre-paid Fees with respect to the applicable Services, Order or Deliverable, at which time Nexco’s obligations with respect to the applicable Services, Order or Deliverables shall terminate. For details related to the Nexco Store's thirty day policy, refer to Nexco Store Policies, Return and Refund Policy.

8. INDEMNIFICATION
8.1 Customer Indemnification
Customer shall indemnify, defend and hold harmless Nexco, its suppliers, licensors and affiliates and the directors, officers, employees and agents of the foregoing with respect to any and all claims, demands, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or as a result of Customer’s breach of any representation, warranty, obligation, covenant or agreement herein, or from any legal proceedings threatened or instituted against Nexco, its suppliers, licensors or affiliates, or the directors, officers, employees and agents of the foregoing, as a result of any claims by third parties against any of them arising from any allegation that the Customer Materials (a) in any way violate any local, state or federal law, (b) are libelous or defamatory, or (c) violate the right of privacy of persons or other state or federal rights, (d) constitute a misappropriated trade secret; or (e) infringe any intellectual property or other proprietary rights of a third party.

8.2 Indemnification Procedures
A party seeking indemnification hereunder (“Indemnified Party”) shall give the party from whom indemnification is sought (“Indemnifying Party”) (a) reasonably prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim; and (c) the right to control the defense and settlement of any such claim; provided, however, Indemnified Party shall have the right to participate in the defense at its own expense with counsel of its choice and further provided that no settlement shall be effective without the prior written consent of the Indemnified Party.

9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEXCO SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM LOSS OF PROFITS, LOST OR CORRUPTED DATA, OR DAMAGES DUE TO TYPOGRAPHIC ERRORS, INACCURATE STATEMENTS OR MISLEADING GRAPHICS CONTAINED IN ANY NEXCO DELIVERABLES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL NEXCO’S LIABILITY WITH RESPECT TO ANY BREACH OF THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO NEXCO FOR THE PARTICULAR SERVICE, ORDER, COMPONENT, DEVICE OR SECTION OF DELIVERABLE WITH WHICH THE BREACH IS ASSOCIATED. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY AND TORT (INCLUDING NEGLIGENCE).

10. WARRANTY DISCLAIMERS
OTHER THAN THE WARRANTIES EXPRESSLY SET FORTH HEREIN, NEXCO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR IN RESPECT OF ANY THIRD-PARTY PRODUCTS OR SERVICES, AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE, AND NO REPRESENTATIVE OF NEXCO IS AUTHORIZED TO GIVE ANY ADDITIONAL WARRANTY. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, NEXCO EXPRESSLY DISCLAIMS, AND MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

11. TERM AND TERMINATION
11.1 Term
The term of this Agreement shall be perpetual, subject to termination as set forth in this Agreement.

11.2 Termination Without Cause
Either party may terminate this Agreement, at any time, on thirty (30) days prior written notice, which notice shall specify the exact date of termination. Notwithstanding the foregoing, Customer may not exercise the right to terminate without cause under this Section 11.2 with respect to Services for which Customer has agreed to specific service period commitments in any Schedule and or Order attached hereto.

11.3 Termination For Cause
Either party may terminate this Agreement upon ten (10) days written notice to the other party for the other party’s failure to comply with any term or condition of this Agreement unless the failure is cured within such period.

11.4 Nexco Suspension Right
Nexco may immediately suspend Services in the event Customer (a) fails to remit any payment in accordance with Section 2, or (b) if Nexco becomes aware of any unlawful use of the Services, it being understood by the parties that Nexco has no duty to monitor for such unlawful use. Nexco shall use commercially reasonable efforts to notify Customer and provide reasonable detail of any violation, which triggers such a suspension.

11.5 Survival
The following provisions of this Agreement shall survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, 11.5, 12, 13.3, 13.5 and 13.8.

12. NOTICES
All notices and other communications shall be in writing and shall be deemed to have been received by a party when actually received in the case of hand delivery or delivery by a nationally recognized overnight carrier, or two days after deposit with the U.S. Postal Service addressed to Customer at the address shown above and to Nexco at the address set forth below.

13. MISCELLANEOUS
13.1 Independent Contractor Status
The parties hereto are independent contractors. Nothing in these Terms shall be deemed to create any form of partnership, principal-agent relationship, employer-employee relationship or joint venture between the parties hereto. Nexco provides services to Customer as an independent contractor on a non-exclusive basis only.

13.2 Assignment
Customer may not assign this Agreement, by operation of law or otherwise, in whole or in part, without the prior written consent of Nexco. Nexco may assign this Agreement and/or subcontract some or all of its obligations hereunder.

13.3 Publicity and Promotion
Nexco may use Customer’s name and logo to identify Customer as a Nexco customer in any advertising, publicity or similar materials throughout the world.

13.4 Severability and Waiver
The invalidity or unenforceability, in whole or in part, of any provision, term or condition hereof shall not affect the validity or enforceability of the remainder of such provision, term or condition or of any other provision, term, or condition. Neither party shall be deemed to have waived any right hereunder unless such waiver is in writing and executed by a duly authorized officer of the waiving party. No waiver by either party of any right hereunder shall constitute a waiver of any right on any other occasion.

13.5. Amendment
These Terms may be amended only in a writing signed by both Customer and Nexco.

13.6 Governing Law
This Agreement is governed by the laws of the State of California, without regard to its rules concerning conflicts of laws.

13.7 Entire Agreement
This Agreement, along with its Schedules, Statements of Work and Order, constitutes the entire agreement between Customer and Nexco, and supersedes all prior agreements and understandings between the parties.

13.8 Publicity; Non-Defamation
Neither party will make public any of the terms of this Agreement, or publicize the relationship between the parties, or any information regarding either party’s performance under this Agreement without the prior written consent of the other party, or make any false or disparaging comments about the other relating to this Agreement, except for the publication of such correct and true information as may be required by law or to enforce the provisions of this Agreement in a court of law

13.9 Force Majeure
Except for Customer's obligations to make payments hereunder, neither party shall be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control, including, but not limited to, restrictions of law, regulations, orders or other governmental directives; labor disputes; acts of God; adverse weather conditions; third-party mechanical failure or other equipment breakdowns; fire; explosions; interruption or failure of telecommunication or digital transmission links; Internet failures and delays; or other similar events.

13.10 Counterparts
This Agreement may be executed and delivered in several counterparts and transmitted by facsimile and or digitally signed by Customer during checkout at the Nexco Store, a copy which shall constitute an original, and all of which taken together shall constitute a single agreement.

SCHEDULE A-1
Design Services Schedule

This Design Services Schedule is hereby made part of the Agreement to which it is attached, and is effective as of the Effective Date, by and between Customer and Nexco.

If applicable, Nexco agrees to provide the creative, engineering, consultative, security, support, and or other services described herein, and on any Statements of Work referencing this Schedule and or Nexco Store Order (the “Design Services”), in accordance with the terms and conditions of this Design Services Schedule and the Agreement, and Customer agrees to pay for the Design Services and perform certain other obligations, as set forth in this Design Services Schedule and the Agreement, and in any Statements of Work and or Order referencing this Schedule.

1. DESIGN
Nexco agrees to provide Design Services for Customer’s project according to the following criteria (the “Project”):

Project Name: as specified in the Order or in subsequent attachments provided at a later date.

Design scheme, flowchart, plans, Project elements and other Deliverables as specified in the Order or in subsequent attachments provided at a later date.

2. CUSTOMER MATERIALS
Customer shall provide Nexco with the following Customer Materials as required to complete the Project. Customer agrees to provide Nexco with all required materials in a timely manner. Delays in delivery of Customer materials to Nexco can result in delays to Customer's final Project delivery.

2.1 Data Delivery
The Data Delivery encompasses all the raw data and lists that Nexco needs to complete the Project. Some examples of data delivery items are: lists of products for an e-store with weights, names, prices, colors; lists of new email addresses; proposed navigation labels; new domain names; company contact information; photo shoot requirements; product specifications; price lists; company employee rosters with names and positions; current FTP login information, passwords, user names; domain name account registration information and merchant account information.

2.2 Photo / Media Delivery
The Photo / Media Delivery covers all the presentation materials that Nexco needs to complete the Project. Some examples of media delivery are: CD's containing raw JPEG images, original DV video tapes, CD's of music, printed photos ready for scanning, original artwork, transparencies ready for scanning, graphic art, stock photos, in-house mockups, digital art, logos, icons and specific fonts to be used on screen.

2.3 Copywriting Delivery
The Copywriting Delivery encompasses all the descriptive prose that Nexco needs to complete the Project. Nexco defines anything more than a heading or label as descriptive prose. Some examples of copywriting delivery are: bios of company officers, company stories, mission statements, descriptions of products and/or services, frequently asked questions, articles, press releases, white papers, definitions of industry standards, marketing information and advertising statements.

3. DESIGN SCHEDULE
Nexco shall use commercially reasonable efforts to complete the Design Services for the Project by the date stipulated in the Order or in subsequent attachments provided at a later date, (the "Schedule"). However, Customer acknowledges that the Schedule involves the provision of creative and engineering services which, by their nature, have an intangible aspect to them which may lead in unanticipated and more time consuming directions, and that, depending upon the amount and type of Customer’s requested changes to Nexco’s creative or engineering work submitted to Customer, the Schedule may extend past the original due date(s) due to unanticipated artistic, technological or production requirements, and further that Customer will not hold Nexco liable or responsible for any damages, including without limitation, any consequential damages, including lost profits, resulting from such delays.

4. PUBLICATION
In the event the Project is a Website (“Site”), Nexco agrees to publish the Site to the Internet upon completion of the Site. If Schedule A-2 (Web Hosting Services Schedule) is applicable, such publication shall be to a Web server of Nexco or its subcontractor. If Schedule A-2 is not applicable, such publication will consist of a one-time FTP transfer to a Web server at Customer’s direction. In the event the Project is print or multimedia-based, Nexco agrees to bring the Project to whatever final presentation form is referenced in Section 1 above.

5. FEES
Customer agrees to pay the fees for the Design Services set forth herein as set forth in the Nexco Store Order or in subsequent attachments provided at a later date, as well as any additional fees set forth in any Statement of Work referencing this Schedule (the “Design Services Fees”).

6. APPROVALS
Customer agrees to accept and fully participate in Nexco’s three-stage Approval Process as stated below. Signing any of these Approval Documents automatically calls for the immediate commencement of the next stage of development and ends all editing of the code, content, design and or text of the previous stage:

6.1 Project Plan Approval
By signing the “Project Plan Approval Document” subsequent to signing this Schedule A-1, Customer acknowledges receipt of the Project design proposal set forth in the Nexco Store Order or other attachments to this Agreement and accepts the Project Plan.

6.2 Wireframe Approval
By signing the “Wireframe Approval Document” subsequent to signing the "Project Plan Approval Document", Customer acknowledges that Customer has seen the initial wireframe work product of the Project and accepts such design AS IS, and that Customer approves and authorizes Nexco to move into the final completion stage of the Project.

6.3 Final Approval
By signing the “Final Approval Document” subsequent to signing the “Wireframe Approval Document”, Customer accepts the finalized version of the Project AS IS, and acknowledges and agrees that the Project is complete in every way in so far as the original project outlined in this Schedule, the Order and all subsequent attachments to this Agreement, and that no further work is required by Customer of Nexco under this Schedule.

7. NEXCO DESIGN CREDIT
In the event the Project is a Website, Customer agrees to display, at the bottom of the home page of the Site, in a manner similar to the illustration below: (a) the text “Site by Nexco”, with the underlined portion linked to the home page of the Nexco Website, and (b) Nexco’s logo, by means of an image link to the Nexco logo image, which image shall be hosted on the Nexco Website at a URL to be provided to Customer.

"Powered by Nexco" or "Site by Nexco"

Notwithstanding the foregoing, if the home page design reasonably restricts use of the Nexco logo, or the Nexco logo is not appropriate for the home page design, Customer shall not be obligated to display the logo as set forth above, and instead shall place such credit on another equally suitable page.

SCHEDULE A-2
Web Hosting Services Schedule

This Web Hosting Services Schedule is hereby made part of the Agreement to which it is attached, and is effective as of the Effective Date, by and between Customer and Nexco.

If applicable, Nexco agrees to provide the Web hosting services described herein, and on any Statements of Work referencing this Schedule (the “Web Hosting Services”), in accordance with the terms and conditions of this Web Hosting Services Schedule, the Order and the Agreement, and Customer agrees to pay for the Web Hosting Services and perform certain other obligations, as set forth in this Web Hosting Services Schedule and the Agreement, and in any Statements of Work and or Order referencing this Schedule.

1. WEB HOSTING SERVICES
Nexco agrees to host the Site and or Email services for Customer and make them available on the Internet, and or provide Web servers, hard drive storage, media caching and or other services according to the terms and conditions set forth in the Order and herein as set forth in paragraph 2 on the cover page of the Agreement, as well as any additional fees set forth in any Statement of Work referencing this Schedule (the “Web Hosting Services Fees”).

2. ADDITIONAL PRODUCTS AND SERVICES
Nexco agrees to provide additional products and services to Customer as defined in the Nexco Store Order.

3. FEES
Customer agrees to pay the fees for the Web Hosting Services set forth herein as set forth in Paragraph 2 on the cover page of the Agreement, as well as any additional fees set forth in any Store Order or Statement of Work referencing this Schedule (the “Web Hosting Services Fees”). Web Hosting Services Fees are charged on a monthly basis, as set forth in Section 9 below. Customers will be responsible for charges incurred until the end of the full calendar month during which any termination of this Schedule becomes effective. In the event that a yearly Customer has prepaid for any periods beyond the date upon which any termination of this Schedule becomes effective (or, if later in time, beyond the end of any commitment period as set forth, Nexco will pay Customer a refund of such pre-paid amounts, pro-rated to subtract the portion of such prepayment applied to the term of this Schedule from such refund amount

4. SERVICE LEVELS
Nexco shall use commercially reasonable efforts to cause the Site to be accessible via the Internet at least 99% of the time, as measured on a monthly basis, except for periods of Excused Downtime (the “Uptime Commitment”). “Excused Downtime” shall mean periods of scheduled or emergency maintenance, interruptions due to Customer requests, interruptions due to Customer's misuse of the Web Hosting Services, and or interruptions otherwise beyond the reasonable control of Nexco. In the event of any failure of Nexco to meet the Uptime Commitment, Nexco’s sole and exclusive liability and Customer’s sole remedy shall be a pro-rata refund of the applicable fees for the period of time which the Uptime Commitment was not met; provided, however, that in order to receive such a remedy, Customer must promptly notify Nexco of any such failure.

5. CUSTOMER SUPPORT
Nexco shall use commercially reasonable efforts to respond to all customer support requests from Customer during Nexco’s normal business hours. Customer shall be responsible for all direct support of its customers.

6. DOMAIN NAMES
Except as otherwise provided in the Store Order or this Schedule or any Statement of Work referencing this Schedule, Customer shall bear all costs and expenses related to the acquisition and maintenance of all domain names associated with the Site.

7. CONTENT
Customer acknowledges that Nexco has no responsibility for any content or data transmitted, distributed, posted or stored on or through the Site by Customer or its users, employees or agents.

8. ACCEPTABLE USE POLICY
Customer agrees to adhere to Nexco’s policy regarding the use of the Web Hosting Services, as such policy appears on Nexco’s Website at Web Hosting Agreement (the “Acceptable Use Policy”), as such policy may be amended from time to time by publication of a revised Acceptable Use Policy at the same URL. The Acceptable Use Policy includes, without limitation, prohibitions on using the Web Hosting Services (a) to send mass unsolicited e-mail, (b) in connection with any illegal activity, (c) in connection with any activity which has a substantial likelihood of giving rise to third party civil claims, or (d) in any disruptive or abusive manner.

9. COMMITMENT PERIOD
Customer commits to using the Web Hosting Services for a period of one (1) month, and thereafter commits to a month to month service that can be cancelled at any time.

SCHEDULE A-3
Advertising Agency Services Schedule

This Advertising Agency Services Schedule is hereby made part of the Agreement to which it is attached, and is effective as of the Effective Date, by and between Customer and Nexco.

If applicable, Nexco agrees to provide the advertising agency services described in the Order, and on any Statements of Work referencing this Schedule (the “Advertising Agency Services”), in accordance with the terms and conditions of this Advertising Agency Services Schedule and the Agreement, and Customer agrees to pay for the Advertising Agency Services and perform certain other obligations, as set forth in this Advertising Agency Services Schedule and the Agreement, and in any Statements of Work and or Order referencing this Schedule.

1. TERM
The term of this Advertising Agency Services Schedule shall commence on the Effective Date and continue for ninety (90) days, unless terminated as provided in the Agreement.

2. ADVERTISING AGENCY SERVICES
Customer hereby appoints Nexco to represent it and perform certain marketing, promotion and advertising services for Customer. At Customer’s request, Nexco will perform the marketing, promotion, advertising services with respect to Customer and/or the Site as detailed in the Order or on any subsequent schedules attached to this Agreement.

3. CUSTOMER MATERIALS
Customer shall provide to Nexco all required Customer Materials for use by Nexco as Nexco may request in connection with the Advertising Agency Services.

4. SCHEDULE OF SERVICES
Nexco shall use commercially reasonable efforts to perform the Advertising Agency Services in accordance with accepted industry standards and stipulated in the Order or in subsequent attachments provided at a later date, (the "Schedule"). However, Customer acknowledges that the Schedule involves the provision of creative and engineering services which, by their nature, have an intangible aspect to them which may lead in unanticipated and more time consuming directions, and that, depending upon the amount and type of Customer’s requested changes to Nexco’s creative or engineering work submitted to Customer, the Schedule may extend past the original due date(s) due to unanticipated artistic, technological or production requirements, and further that Customer will not hold Nexco liable or responsible for any damages, including without limitation, any consequential damages, including lost profits, resulting from such delays.

5. CREATIVE SERVICES
Nexco will perform creative services with respect to Customer and/or the Site (“Creative Services”) as stipulated in and or required by the Order, or in subsequent attachments provided at a later date.

6. FEES
Customer agrees to pay the fees for the Advertising Agency Services set forth in the Order and herein as set forth in paragraph 2 on the cover page of the Agreement, as well as any additional fees set forth in any Statement of Work referencing this Schedule (the “Advertising Agency Services Fees”).

7. EXPENSES
All expenses incurred by Nexco in the performance of the Advertising Agency Services shall be billed net to Customer.

8. PAYMENT
Notwithstanding any payment terms set forth in the Agreement, in the event that Nexco is required to make payment to the media or other suppliers in connection with the provision of the Advertising Agency Services on a payment basis shorter than 30 days, and that fact is so indicated on Nexco’s invoice, then Customer shall pay such amounts within ten (10) days of the receipt of such invoices.

9. APPROVALS
Nexco shall not incur any obligations on Customer’s account beyond those approved in Section 2 above without first obtaining the prior written consent of Customer. Before public release of any materials generated in connection with the Creative Services, Nexco will submit such materials to Customer for specific approval in accordance with Nexco’s three-stage Approval Process as stated below, and Customer agrees to abide by such approval process. Signing any of these Approval Documents automatically calls for the immediate commencement of the next stage of development and ends all editing of the code, content, design and or text of the previous stage:

9.1 Project Plan Approval
By signing the “Project Plan Approval Document” subsequent to signing this Schedule A-3, Customer acknowledges receipt of the Project design proposal set forth in Section 5 above, and or in the Order or other attachments to this Agreement and accepts the Project Plan.

9.2 Wireframe Approval
By signing the “Wireframe Approval Document” subsequent to signing the "Project Plan Approval Document", Customer acknowledges that Customer has seen the initial design of the project and accepts such design AS IS, and that Customer approves and authorizes Nexco to move into the final completion stage of the Creative Services.

9.3 Final Approval
By signing the “Final Approval Document” subsequent to signing the “Wireframe Approval Document”, Customer accepts the finalized version of the project AS IS, and acknowledges and agrees that the Creative Services project is complete in every way in so far as the original project outlined in this Schedule or Order, and that no further work is required by Customer of Nexco under this Schedule.

10. DUTIES OF NEXCO
Nexco agrees that it shall:
(a) exercise its best commercially reasonable efforts in using its skill, experience and knowledge in providing the Advertising Agency Services;
(b) inform Customer of any fact or occurrence that affect’s Customer’s interests, and disclose to Customer any personal, business or financial interest that may actually or potentially impair or otherwise affect Nexco’s ability to represent Customer’s interests, or that may actually or potentially result in the disclosure by Nexco of any Customer confidential information;
(c) not serve any of Customer’s competitors with respect to any products or services advertised under this Schedule without the prior disclosure to, and approval of Customer; and
(d) abide by Customer’s instructions to the extent that those instructions are not unlawful, tortuous, or in violation of self-regulative standards of the advertising industry.

11. WARRANTY DISCLAIMER
Any figures quoted in connection with any Nexco recommendations given under this Schedule are only estimates. Customer specifically disclaims any representation or warranty, express or implied, that any recommendations made by Nexco in connection with the Advertising Agency Services will result in any specific outcomes, results, returns, yields, returns or revenue for Customer.

SCHEDULE A-4
Schedule of Work Subject to Third Party Royalties

This Schedule of Work Subject to Third Party Royalties is hereby made part of the Agreement to which it is attached, and is effective as of the Effective Date, by and between Customer and Nexco.

If applicable, Nexco agrees to procure the third-party works described herein, and or in the Order or on any Statements of Work referencing this Schedule (the “Third-Party Works”), in accordance with the terms and conditions of this Schedule of Work Subject to Third Party Royalties and the Agreement, and Customer agrees to pay for the Third-Party Works and perform certain other obligations, as set forth in this Schedule and the Agreement, and in any Statements of Work and or Order referencing this Schedule.

1. PROCUREMENT OF THIRD PARTY WORKS
Nexco agrees to procure certain third party works of authorship for Customer (the “Third-Party Works”) as stipulated in the Order or additional attachments to this schedule.

2. ACKNOWLEDGEMENT OF THIRD PARTY LICENSE AND ROYALTY REQUIREMENTS
Customer acknowledges that Customer’s use of the Third-Party Works is subject to third-party license requirements and royalties. Specifically, Customer acknowledges that it is Customer’s responsibility to procure a license from the third-party copyright owner or agent, and to pay any associated royalties due in connection with Customer’s use of such Third-Party Works. Although Nexco may direct Customer to the appropriate copyright owner or agent, or provide Customer with a copy of such owner or agent’s standard license agreement, Customer acknowledges and agrees that (i) Nexco is in no way an agent or representative of any such third-party copyright owner or agent, (ii) Nexco is not a party to any contract which Customer and such third-party copyright owner or agent may enter into, and (iii) Nexco is in no way responsible for any legal claims arising from use of the Third-Party Works or from any agreement or relationship between Customer and any third-party copyright owner or agent, and Customer agrees to hold Nexco harmless from any such claims.

3. PROCUREMENT SCHEDULE
Nexco shall use commercially reasonable efforts to complete the procurement of the Third-Party Works by the date stipulated in the Order or Statement of Work that may subsequently be attached to this Agreement. However, Customer acknowledges that the Schedule involves the provision of creative and media buying services which, by their nature, have an intangible aspect to them which may lead in unanticipated and more time consuming directions, and that, depending upon the amount and type of Customer’s requested changes to Nexco’s creative or media buying work submitted to Customer, the Schedule may extend past the original due date(s) due to unanticipated artistic, technological or production requirements, and further that Customer will not hold Nexco liable or responsible for any damages, including without limitation, any consequential damages, including lost profits, resulting from such delays.

4. FEES
Customer agrees to pay the fees for procurement of the Third Party Work set forth herein, in the Order and as set forth in Paragraph 2 on the cover page of the Agreement, as well as any additional fees set forth in the Order or any Statement of Work referencing this Schedule (the “Third-Party Work Procurement Fees”).

5. APPROVALS
Customer agrees to accept and fully participate in Nexco’s three-stage Approval Process as stated below. Signing any of these Approval Documents automatically calls for the immediate commencement of the next stage of development and ends all editing of the code, content, design and or text of the previous stage:

5.1 Project Plan Approval
By signing the “Project Plan Approval Document” subsequent to signing this Schedule A-4, Customer acknowledges receipt of the Third-Party Work description set forth in Section 1 above, and or in the Order or other attachments to this Agreement and accepts the Project Plan.

5.2 Wireframe Approval
By signing the “Wireframe Approval Document” subsequent to signing the "Project Plan Approval Document”, Customer acknowledges that Customer has reviewed the initial embodiment of the Third Party Work and accepts such embodiment AS IS, and that Customer approves and authorizes Nexco to move into the final completion stage of the project.

5.3 Final Approval
By signing the “Final Approval Document” subsequent to signing the “Wireframe Approval Document”, Customer accepts the finalized version of the project AS IS, and acknowledges and agrees that the project is complete in every way in so far as the original project outlined in this Schedule, and that no further work is required by Customer of Nexco under this Schedule.

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Customer’s choosing to ensure that the checkbox is selected and checked on the Nexco Store Order form comprises Customer's legally bound digital signature and certifies: (i) all the information entered into the Nexco Store by Customer is true and correct; (ii) the person signing this document is authorized to sign on Customer’s behalf; (iii) Customer agrees with all of the provisions of this Agreement, including all Schedules that apply, and (iv) Customer authorizes Nexco to, (a) contact trade and bank references if provided, as well as investigate Customer’s credit; and (b) report Customer’s payment history to credit bureaus and other companies that may lawfully receive such information.