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SEATTLECLOUDS WHITE LABEL SERVICE AGREEMENT This service agreement (hereinafter referred to as the “Agreement”) is between Mobiblocks, LLC. (hereinafter referred to as “Mobiblocks”), a Washington Corporation, with a post office address of: 14876 NE 76 WAY, Redmond, Washington 98052, and ______________________________________________________ (hereinafter referred to as “Customer”) whose address is: ______________________________________________________ ______________________________________________________ Mobiblocks LLC provides an online application designer, mobile application content management solutions, mobile app build and version update services (“Service”) for the Customer. 1. SERVICE DESCRIPTION a) Mobiblocks will provide a white labeled version of their existing web­based Content Management Interface at http://seattleclouds.com to Customer (ex: http:// www.yourdomainhere.com). Customer will provide identifying graphics and/or text information to be integrated into the site. The site will present identity, links and contact information exclusive to Customer. Following modules available on SeattleClouds will be included: ­ Application Templates, ability to add more templates ­ Application Dashboard, ability to create applications based on templates ­ Page editors, ability to add more page editors ­ HTML WYSIWYG Editor, Drag And Move Page Elements ­ Payment module, ability to mark/unmark application as paid and eligible for build/submission ­ Process credit cards payments and recurring subscription based payments ­ Help/Tutorials information b) The white label service will be hosted on Mobiblocks’ servers. Mobiblocks will host and maintain Customers’ website as part of this service agreement. Mobiblocks will provide FTP access to Customers’ website for the ability to edit its customizable content. Mobiblocks will support the needed server performance of customer’s website regardless of growth. Mobiblocks will add necessary servers or servers resources to support system’s scalability. c) Customer will provide support to its own customers. Mobiblocks LLC will provide customer support by email and phone to Customer only. Customer support includes technical assistance, coach, guidance, samples and tutorials. Support includes: ­ answer technical question regarding service architecture, design, modules, functionality ­ provide instructions and help in emergency cases, help resolve blocking issues ­ help identify the nature of issues and propose a solution or fix Support will be provided within 24 hours from support request moment during business days. d) Mobiblocks is not responsible for emergency cases and will not assume responsibility for server down time, server delayed response time, network issues, or any other issues caused by interruption or intermittent issues of the underlying hosting service provider (Softlayer.com) e) Customer’s payment transactions will be processed through Customer’s own Merchant or Pay Pal account, integrated into the website engine.
f) All information submitted and posted on Customer’s website shall remain the exclusive property of Customer. Mobiblocks will not attempt to contact and or enter into any type of business relationship with Customers clients. This clause will survive the termination of this Agreement. 2. PRICING a) Website set­up cost is $1199.99 one­time payment. Setup work includes DNS records, FTP access, Branding work related to configuration, assistance with design, integration with other login systems, customer workflow setup. b) Hosting and maintenance cost is $599.99 / mo. c) Maintenance work covers server updates, server configuration, debugging, bug fixes, error detection, log investigation, quick fixes. d) Maintenance work covers unlimited automatic builds for customer’s applications with standard supported features. e) Additional features development solicited by Customer will be charged at $35/hour (Ex: new functions, special software behavior, new page types, new page editors, new modules, customization of existing modules, new custom features) f) Additional features developed by Mobiblocks on Customer’s premises, conferences, meetings, consulting in person or other events requiring traveling of Mobiblocks employees will be charged at $45/hour. 3. TERMS OF PAYMENT Customer agrees to pay $1199.99 setup fee and a monthly maintenance fee of $599.99 per month. Alternatively, customer can make a one single payment of $8400.00 (lifetime prepaid) to cover in advance all maintenance costs and setup fee. Switching from monthly payments to prepaid plan is possible anytime later during the service. However, any monthly subscription already paid will not be credited towards the single time prepaid plan price. The lifetime prepaid plan includes future upgrades and support at no additional cost. 4. TERM The initial term of this Agreement is twenty four (24) months. After the initial term this Agreement will automatically renew in terms of twenty four (24) months unless cancelled 45 days prior the end of the ongoing term. In case Mobiblocks terminates the Agreement or in case Mobiblocks goes out of business, Customer has the right to continue providing the service on its own, with no support and no assistance from Mobiblocks. Customer has the right to operate its own business at its sole discretion and seeks support from Mobiblocks if needed. 5. TERM CHANGES This agreement will take effect even if future terms/policies change. Sudden termination of this agreement can not be made by future term/policies changes. Any substantial modifications to this agreement must be given notices in advance to remedy consequences in a reasonable manner. 6. ACCESS TO SOURCE CODE Partial or full source code may become available to the Customer or its employees. All source code is proprietary of Mobiblocks LLC and is protected under Copyright Law. All rights are reserved. Customer agrees not to use any of the available source code in other interests, other projects and agrees not to share it in full or in part with any other third parties. Customer should not make any changes to the source code without giving notification to Mobiblocks. All modifications should be authorized or acknowledged by Mobiblocks. Any modification without Mobiblocks’ acknowledgement is done at Customer’s own risk. Mobiblocks reserves the right to refuse the service in whole or in part and refuse any refund in cases when such unauthorized modification is detected. 7. CREATION OF APPS Creation of apps will be done on Mobiblocks’ premises. Application builds are automatic. A real person will not looks at the app, will not start it on a real device and will not verify if it launches successfully (Build Verification Test). Customer is responsible for all build verification tests. When user submits an app for build on Customer’s website, it must be reviewed and approved by Customer’s review team. Customer’s review team should look mostly at app content, interact with customer and ensure the content is appropriate for publishing. After approval, app is scheduled for autobuild on Mobiblocks’ premises. Each application build may take up to 24 hours. Application binaries will be available for download via a link. 8. RELATIONSHIP OF THE PARTIES Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever. Customer agrees that during the entire term of this agreement it shall not directly or indirectly, as principal, agent, owner, joint venturer, investor or consultant solicit or attempt to solicit or induce or encourage the departure or resignation of any of the employees or contractors working for Mobiblocks LLC. Customer understands and agrees that soliciting, inducing or hiring Mobiblocks employees or contractors may result in serious damages for Mobiblocks business and acknowledges that Mobiblocks may held him liable for these damages. 9. GOING OUT OF BUSINESS All source code is proprietary of Mobiblocks LLC and is protected under US Copyright Law. Mobiblocks LLC understands that Customer’s business is dependent on fully operational status of the service. In case Mobiblocks LLC goes out of business or for other reason will not be able to support an operational status of the service, Mobiblocks LLC will grant Customer access to full source code and provide necessary help to install and configure the system on customer’s premises. In case Mobiblocks LLC goes out of business, at no additional charge Mobiblocks LLC will grant Customer the right to install the system on Customer’s servers, will grant Customer the right to use system’s source code, intellectual properties and patents on Customer’s instance of the system installed on Customer’s premises. 10. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY A) MOBIBLOCKS LLC EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SEATTLECLOUDS SERVICE WILL BE ERROR­FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY MOBIBLOCKS LLC, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. B) UNDER NO CIRCUMSTANCES WILL MOBIBLOCKS LLC, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE SEATTLECLOUDS SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE SEATTLECLOUDS SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E­MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SEATTLECLOUDS RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT MOBIBLOCKS LLC IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM MOBIBLOCKS LLC AND ITS AFFILIATES. C) UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS, WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, PRODUCT LIABILITY, OR OTHERWISE, TO ANY PARTY IN PRIVY TO THIS AGREEMENT, OR ANY THIRD PARTY NOT SO SITUATED. D) THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON. 11. COPYRIGHT AND TRADEMARKS All contents of the Mobiblocks LLC are proprietary to Mobiblocks LLC, and/or its suppliers and are protected under Copyright. All rights are reserved. Mobiblocks LLC reserves any rights not expressly granted herein. The Customer acknowledges that he/she/it does not presently know the special skills, techniques or business policies, nor does the Customer have business forms or access to the Mobiblocks’s body of knowledge, and as such, such information is deemed confidential and a trade secret, as such term is defined within the meaning of Washington’s Law, entitling Mobiblocks to all protections available under both Washington and Federal law. 12. FORCE MAJEURE If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of Mobiblocks LLC, Mobiblocks LLC is unable to perform in whole or in part its obligations as set forth in this Agreement, then Mobiblocks LLC shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make Mobiblocks LLC liable to the Customer or other third parties. 13. GOVERNING LAW Washington State law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction’s laws. In any litigation, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both), or seeks a declaration of any rights or obligations under this Agreement, each party shall be responsible for their respective attorneys’ fees and costs, as stated in Article 12. The parties consent to the exclusive jurisdiction and venue of the courts of the State of Washington or to any Federal Court located within the State of Washington. 14. ATTORNEYS’ FEES AND COSTS Any legal controversy or legal claim arising out of or relating to this Agreement or our services, which results in litigation, shall result in each party being solely responsible for its respective attorneys’ fees and costs throughout the entire process of any and all proceedings. 15. SEVERABILITY AND SURVIVABILITY a) Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. b) Survivability. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely – warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment. 16. INDEMNIFICATION You agree to defend, indemnify and hold harmless Mobiblocks LLC against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to attorneys’ fees and costs) or claims caused by or resulting indirectly from your use of the service, without limitation or exception, including your violation of any third­party’s rights, (including, without limitation, infringement of any copy right trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with Mobiblocks LLC. In return, if this clause is respected, Mobiblocks LLC agrees to defend, indemnify and hold harmless the Customer against any losses, penalties, damages and expenses. 17. ASSIGNMENT In the event of a merger or consolidation of Mobiblocks LLC, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement. 18. ENTIRE AGREEMENT This Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supercedes any prior Agreements between the parties with respect thereto. 19. WAIVER The failure of Mobiblocks LLC to enforce a provision of this Agreement shall not be construed as a waiver or limitation of Mobiblocks LLC’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 20. NON DISCLOSURE AGREEMENT The parties agree that they shall not during, or at any time after the business relationship with the benefactor, use for ourselves or others, or disclose or divulge to others including future employees or clients, any trade secrets, confidential information, or any other proprietary data of the customer in violation of this agreement hereunder way of distribution/ sales model. Mobiblocks also agree never to disclose the business relationship to any 3rd parties. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have duly executed, sealed and delivered this Agreement in triplicate the day and year first above written. CONTRACT SIGNER: Signature:____________________________________________________________ Name:_______________________________________________________________ Title: ________________________________________________________________ Legal Company Name: _________________________________________________ Month: ________________________ Day: _____________ Year:________________