ODBC.Cards™ SUBSCRIPTION SERVICES AGREEMENT

By registering with ODBC.Cards™, I (as “Customer”) have read and agree to this SUBSCRIPTION SERVICES AGREEMENT with BBoulder Investments, LLC , d/b/a ODBC.Cards™ and/or ODBC.Cards™ and ODBC.Cards™, a North Carolina Limited Liability Company (herein the “Company”).

RECITALS

WHEREAS, the Company provides SaaS services to its customers and is in the business of providing web design, marketing, reporting, analytics and other software to organizations; and

WHEREAS, Customer wishes to license the Subscription Services as set forth under this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties, intending to be bound, agree as follows.

TERMS AND CONDITIONS

1 DEFINITIONS.

1.1 "Affiliate" shall mean any and all facilities, locations, and providers of Customer either controlled by or under common control with Customer or operating under a management contract with Customer.

1.2 "Agreement" shall mean this agreement and all attachments and exhibits related thereto.

1.3 "Customer Content" shall mean any and all content, data, employee information and any other information generated by Customer, End Users and/or Licensed Facilities using the Subscription Services.

1.4 "Contract Execution" shall mean the date when legal representatives from both the Company and Customer sign this Agreement.

1.5 "Documentation" shall mean the detailed description of functionality and related processes and procedures for the Subscription Services developed by the Company, and all updates, revisions, new versions, and supplements thereto.

1.6 "End User" shall mean the Persons given the right by Customer and/or Licensed Facilities to use or access the Subscription Services.

1.7 "Equipment" shall mean all hardware, devices, materials, and/or supplies supplied by the Company to the Customer associated with the Software and/or Subscription Services.

1.8 "Fees" shall mean the fees paid by the Customer to the Company for the Subscription Services, as described on Exhibit B.

1.9 "Front-Line Support" shall mean and include personnel provided by the Company to provide general support services to address and resolve problems and questions encountered by Licensed Facilities in the use and operation of the Software.

1.10 "Go-Live" shall mean the first date when the Software is available for utilization by Customer, utilizing real data (as compared to test data), after successful completion of testing and implementation.

1.11 "Licensed Facilities" shall mean the facilities owned by or under the control of Customer (or an Affiliate) identified in Exhibit C, which shall have rights to access the Subscription Services.

1.12 "Person" shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such individual or entity where the context so permits

1.13 "Points-of-Contact (POC’s)" shall mean primary and secondary employees or appointed agents of Customer responsible for discharging Customer’s duties relating to this Agreement.

1.14 "Software" shall mean the software products owned, developed and/or used by the Company to provide the Subscription Services described herein.

1.15 "Subscription Services" means the services provided by the Company as described in Exhibit A.

1.16 "Term" means the term of this Agreement as set forth in Section 11.

1.17 "Training" shall mean online resources and support and any additional training services requested by Customer in connection with the Software as described in Exhibit A.

2SCOPE OF AGREEMENT AND TERMS OF USE.

2.1 This Agreement states the terms and conditions under which the Company will: (i) grant Customer and, where applicable, End Users and Licensed Facilities, the rights to use and operate the Software and certain proprietary computer programs and related Documentation on a non-exclusive basis; and (ii) provide Subscription Services under this Agreement.

2.2 The Subscription Services may be used by the Customer: (i) for Customer’s internal business purposes and not to process the data of any other entity, other than an approved End User and/or Licensed Facility; (ii) to support the Licensed Facilities in Exhibit C; and (iii) for the Term and any renewal. Subsections (i) and (ii) above shall be understood to permit non-employees of Customer, such as agents or contractors who need to access to the Subscribed Services to support the internal operations of Customer, to be added as named users for the Subscribed Services.

2.3 Except as expressly stated in this Agreement, no other rights, express, implied or otherwise are granted to the Customer. Nothing in this Agreement will be deemed to convey any title or ownership interest in the Subscription Services or Software. Customer will not sell, disclose, lease, sublease, lend or otherwise make the Subscription Services or Software available to others.

2.4 Customer will not disassemble or reverse engineer any of the Subscription Services or Software nor attempt to access or modify the source code version of the Software and will not make any derivations, adaptations or translations of the Subscription Services or Software in whole or in part, nor use the Subscription Services or Software to develop functionally similar computer software or to otherwise compete with the Company.

2.5 If suggestions or modifications made by Customer are incorporated into subsequent versions of the Subscription Services or Software, Customer assigns to the Company all rights Customer may have in and to any suggestions, concepts or improvements concerning the Subscription Services, or other products and services that may result from Customer’s communications to the Company.

2.6 Customer may purchase Equipment listed on Exhibit A at costs listed on Exhibit B. However, upon the termination of this Agreement, Customer shall return to Company all removable components of such Equipment on which data resides such as memory devices and SD cards.

3REMOTE HOSTING TERMS.

3.1 During the Term, the Company shall provide at its sole expense all necessary software and network capacity to allow for access to the Subscription Services by Customer, Licensed Facilities and/or End Users. The parties understand that the Company will use a third-party hosting company to provide such capacity. The parties further understand that upgrades and increased capacity may be necessary during the Term, and the Company will use commercially reasonable efforts to minimize business disruptions during Software maintenance and/or upgrades. The Company shall retain the services of quality hosting providers to maintain seven (7) days per week, twenty-four (24) hours per day, on-line access to the Subscription Services. The Company shall not be liable because of commercially reasonable downtime (interruption of or failed initiation of services caused by the operational failure of (a) computer, or of a system transiting or receiving information from a computer) of the Company computers, (b) performing routine maintenance procedures that require interruption of service, or (c) losses from interruption, termination, or failed operation of the Internet, private intranet, or of third party telecommunication/hosting services.

3.2 The Company shall in its sole discretion and at reasonable times schedule routine maintenance for its customers.

3.3 The Company shall provide training on the operation of the Subscription Services through online tutorial and remote support. Support shall include general remote support services to address and resolve problems and questions encountered by Licensed Facilities in the use and operation of the Subscription Services. The Company will train at its standard hourly or daily billing rate and shall include but not be limited to travel costs, meals lodging and other reasonable expenses.

3.4 Subject to timely payment of all Fees, the Company shall provide reasonable electronic support, and if necessary, reasonable telephone support services to Customer and the Licensed Facilities to address problems with the Subscription Services.

3.5 Upon termination of this Agreement, Customer shall have access to the Subscription Services, as set forth in this Agreement, through and including the date through which Customer has fully paid the applicable fees. The Company shall have the right to restrict access to Software and Subscription Services if Fees are not paid.

4DUTIES OF THE PARTIES

4.1 Upon execution of this Agreement, Customer shall designate employees or other personnel to act as the POC(s) to perform the designated functions and duties in this Agreement. The POC(s) shall be the sole point of contact for the Customer and all requests shall be made by the POC(s). Customer may change its POC(s) from time to time, and shall provide the Company written notice of such changes.

4.2 The Company shall provide online training and support resources. Customer shall, at its own expense, provide training and support to Licensed Facilities and End Users and shall implement procedures so that all questions from Licensed Facilities and End Users are directed to and answered by Customer and/or the POC(s). In consideration for payment by Customer to the Company (at rates set forth in Exhibit B), the Company shall provide additional Training services to Customers at a time and location mutually agreed upon by the parties.

4.3 Customer agrees to protect the Company’s Proprietary Information. For this Agreement, the term "Proprietary Information" shall mean and include this Agreement, the Software and Subscription Services, including but not limited to, the Software, and all related code, algorithms, documentation and similar information, and any non-public ideas, plans or information, including, without limitation, information of a technological or business nature developed or owned the Company or its licensors. Except as expressly and unambiguously allowed under this Agreement, Customer shall protect the Proprietary Information according to industry standards, including but not limited to, its obligation to: (i) not sell, license, transfer, publish, disclose, display or otherwise provide the Proprietary Information, (ii) not reverse assemble or reverse compile in whole or in part any Proprietary Information, (iii) acknowledge and take commercially reasonable steps to preserve ownership rights in the Proprietary Information, and (iv) hold in confidence and not use any Proprietary Information and similarly bind in writing necessary third parties to such confidentiality. The Company and its licensors as applicable retain title to and ownership of all proprietary rights with respect to the Software provided hereunder.

4.4 Customer information shall be subject to the terms of the Company’s privacy policy as amended from time to time, a copy of which shall be available on the Company’s website.

4.5 Customer shall regularly export and backup all Customer Content including any sales and accounting data and shall be solely responsible for the maintenance and backup of all Customer Content and shall not rely on Company or the Services for such function.

4.6 Customer shall be solely responsible for its business, financial, and accounting practices and shall indemnify and hold harmless Company from any costs, claims, actions, or liabilities arising from Customer’s financial and business activities including but not limited to tax investigation, audit, or penalties.

4.7 Customer shall use its best efforts to actively and effectively advertise, market and promote its products and business.

5FEES, BILLING, AND PAYMENT.

Subject to the terms and conditions of this Agreement, Customer shall pay all Fees as set forth in this Agreement and attached Exhibits, and the Company shall be responsible for invoicing the applicable Fees as set forth herein. Customer agrees to pay the Company in United States dollars within three (3) days of receipt of an invoice in the form of cash, check, wire transfer, credit card or automatic draft from the date of each invoice. For all annual fees payable for a partial year, Customer shall pay a pro-rata amount, calculated from the beginning date in which the Fee is due (e.g. the Effective Date) until the end of the year in which such date occurs. Past due accounts shall bear interest at the lesser of one and one-half percent (1 ½%) per month or the maximum rate allowed by law. Customer shall be solely responsible for payment of any sales, excise, property, use, and other taxes arising from the transactions contemplated. The Annual Fee, as defined in Exhibit B, may be increased by the Company, at each anniversary of the Execution Date, at a rate not to exceed five percent (5%) of Annual Fee immediately preceding the increase. The increased Annual Fee shall be effective upon online notice given by the Company to Customer and shall be due and payable for every year thereafter throughout the term of this Agreement or until another increase is due. In addition to the foregoing, the Company reserves the right to increase or decrease the Annual Fee in the event the Customer acquires or terminates during the Term of this Agreement the number of Licensed Facilities which results in an increase or decrease in Customer Content. The Company reserves the right to assess any charge at standard billing rates for any services, including design or customization outside the scope of Subscription Services described herein.

6TRADEMARKS, TRADE NAMES, AND PROPRIETARY INFORMATION.

6.1 Each parties’ respective trademarks, trade names and logos (collectively, the “Marks”) shall remain the exclusive property of each party; provided that Customer hereby grants to Company during the term of this Agreement, the nonexclusive right and license to use Customer’s Marks (i) solely in connection with the use, promotion and advertising of the Software and Subscription Services; and (ii) as required to fulfill Company’s obligations under this Agreement. Without limiting the generality of the foregoing, neither party shall use a Mark in a manner that, in the other party’s sole discretion, may cause embarrassment to or damage that party’s reputation or is misleading. Either separately or in conjunction with any Mark, each party agrees to include any notices that the other party may reasonably request when using the Marks. At the request of the other party, each party shall promptly modify, revise or cease using a Mark. Each party shall promptly notify the other party of any and all infringements or attempted infringements of the Marks that come to that party’s attention. Customer acknowledges that a copy of the Company’s Marks may automatically be placed on all website pages and such Marks shall contain a hyperlink to the home page of the Company’s web site. Customer agrees to not remove any of the Company’s Marks or the hyperlinks associated with such Marks from any web page.

6.2 Software and Subscription Services both in their entirety and in their component parts including but not limited to all user interfaces, functionality, and processes are the sole and exclusive property and proprietary information of Company.

7REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents, warrants, and agrees that:

7.1 It is the sole and rightful owner of all right, title and interest in the Software and has unrestricted right to market, license and exploit the Software and Subscription Services.

7.2 The Company warrants that all Subscription Services provided will be diligently performed under the terms and conditions of this Agreement in a timely, skillful, professional, workmanlike and competent manner by qualified personnel familiar with the Software, and the services shall conform to the standards observed in the industry for similar services.

7.3 Except as provided for in this Agreement, THE COMPANY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO, CONTENT, FEATURES OR CAPABILITIES OF THE SOFTWARE, THE SUBSCRIPTION SERVICES, OR ANY OTHER MATTER PRODUCED OR PROVIDED UNDER THIS AGREEMENT. IN ADDITION TO AND WITHOUT LIMITATION OF THE DISCLAIMER OF WARRANTIES PROVIDED ABOVE IN THIS SECTION THE COMPANY SPECIFICALLY DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF ANY FEATURES OR CAPABILITY OF THE SOFTWARE OR THE SUBSCRIPTION SERVICES IN TERMS OF ACCURACY, SECURITY, OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE QUALITY, COMPATIBILITY OR CONTINUITY OF THIRD PARTY TELECOMMUNICATION OR INFORMATION SYSTEMS OR SERVICES, AND WITH RESPECT TO THE FUNCTIONALITY, OPERABILITY, OR RELIABILITY OF THE COMPANY’S OR ANY THIRD PARTY’S INTRANET OR DATA SECURITY FEATURES OR SYSTEMS. THE COMPANY SHALL NOT BE LIABLE FOR INTERRUPTIONS CAUSED BY FAILURE OF EQUIPMENT OR SERVICES NOT PROVIDED BY THE COMPANY, FAILURE OF COMMUNICATIONS, POWER OUTAGES, OR OTHER INTERRUPTION NOT WITHIN THE COMPLETE CONTROL OF THE COMPANY, NOR SHALL THE COMPANY BE LIABLE FOR PERFORMANCE DEFICIENCIES CAUSED OR CREATED BY CUSTOMER’S, OR LICENSED FACILITIES’ EQUIPMENT.

8REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Customer represents, warrants, and agrees that:

8.1 If a corporation, it is duly organized, validly existing and in good standing, and it has the corporate power and is authorized under its organizational documents to carry on its business as now conducted.

8.2 It has performed all necessary actions and received all authorizations necessary to execute and deliver this Agreement and to perform its obligations hereunder.

8.3 The execution of this Agreement will not result in any violation or default of or conflict with: (i) Customer’s organizational documents; (ii) any other Agreement to which Customer is a party or to which Customer is bound; or (iii) any law, judgment, or regulation of any governmental authority.

8.4 There are no other parties who are entitled to any notice or whose consent is required to consummate the transaction contemplated.

8.5 Customer has the power and authority and has performed all actions and has received all authorizations necessary to exercise such authority to enter into the Agreement; Customer shall be responsible to remedy any breach of material provisions of this Agreement caused by or resulting from any actions or activities of any or all of the Licensed Facilities.

8.6 Information provided to the Company and/or posted through the Company’s website, applications, or Software is not false or misleading, contains no untrue, fraudulent, defamatory, abusive, vulgar or offensive information or materials, complies with all laws, and does not infringe upon the rights of any other party.

8.7 Customer shall indemnify and hold harmless the Company against and from all damages, claims, actions and expenses arising out of or related to: (i) any misrepresentation or breach of the representations and warranties made by Customer; (ii) any claim alleging that all or any portion of the Software or Subscription Services, as modified by Customer or Licensed Facilities, infringes any intellectual property right (or other interest) of any person; provided that the Subscription Services or Software have been rendered infringing by virtue of modifications by Customer or by Licensed Facilities, and (iii) any false, inaccurate, or misleading advertisement, promotion, or information provided to Company and/or made public through the Company’s website, applications, or Software.

8.8 Customer shall immediately inform the Company in writing of any change in Licensed Facilities for the purpose of use of the Company’s Subscription Services or Software that occurs during the Term of this Agreement, including but not limited to, the acquisition (in whole or in part) of the assets or equity of any entity considered a Licensed Facility under the terms of this Agreement.

9LIMITATION OF LIABILITY. CUSTOMER SHALL NOT BE ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO: (A) DAMAGES RESULTING FROM ANY ACCESSING, ALTERING, OR DESTROYING OF DATA, (B) DAMAGES FROM THE INACCURACY OF THE SOFTWARE SUPPORTING THE SOFTWARE AND SUBSCRIPTION SERVICES EITHER NOW OR IN THE FUTURE; (C) DAMAGES FROM LOSS OF BUSINESS, PROFITS, OR BUSINESS OPPORTUNITIES; (D) DAMAGES FROM THE INTRODUCTION OF COMPUTER VIRUSES; OR (E) DAMAGES CAUSED BY THE DOWNTIME (INTERRUPTION OR FAILED INITIATION OF SERVICES CAUSED BY THE OPERATIONAL FAILURE OF A COMPUTER, OR OF A SYSTEM TRANSMITTING OR RECEIVING INFORMATION FROM A COMPUTER) OF THE COMPANY COMPUTERS, OR LOSSES FROM INTERRUPTION, TERMINATION, OR FAILED OPERATION OF THE INTERNET, PRIVATE INTRANET, OR OF THIRD PARTY TELECOMMUNICATION SERVICES. IN NO EVENT SHALL THE COMPANY BE LIABLE IN THE AGGREGATE FOR ANY CLAIM OR DAMAGES RELATED TO, OR AS A RESULT OF, THIS AGREEMENT EXCEEDING THE TOTAL AMOUNT PAID TO THE COMPANY HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.

10INDEMNIFICATION. Customer will indemnify and hold the Company and its directors, officers, employees, agents, representatives, and customers (“the Company Indemnitees”) harmless from any demand, claim, suit, loss, liability or damage, including reasonable attorneys’ fees, whether in tort or in contract, that the Company Indemnitees may incur by reason of or arising out of any claim resulting from a breach of this Agreement by Customer or any Affiliate, including without limitation a breach resulting from any act or omission of Customer, its directors, officers, agents, employees, subcontractors or Licensed Facilities.

11TERM AND TERMINATION.

11.1 The initial term of this Agreement shall begin at Contract Execution and shall continue for the term on Exhibit A (the "Term"). This Agreement shall automatically renew at the then current Company pricing for successive Terms unless Customer provides written notice to the Company of its intent to terminate no later than ninety (90) days prior to the expiration of each term.

11.2 Each party may terminate this Agreement upon a material breach by the other if the breach is not cured within thirty (30) days after receipt of a written notice of intent to terminate. Notwithstanding the foregoing, in the event that any fees owed to the Company by Customer are not paid within ten (10) days of the due date as set forth on the applicable invoice, the Company shall be entitled to (i) terminate the Agreement upon notice to Customer; and/or (ii) restrict access to Customer’s database until such fees are received by the Company.

11.3 In the event that Customer seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against it, upon notice to Customer, the Company shall have the right to (i) terminate this Agreement; and (ii) terminate Customer’s database.

11.4 In the event that (i) the Company ceases to do business, or (ii) this Agreement is terminated due to a breach of this Agreement by the Company, the Company shall upon receipt of a written request by the Customer, deliver to Customer at no cost to Customer a copy of the Customer Content then residing on the Company system.

11.5 Upon termination of this Agreement under this Section 11, all Fees that have validly accrued under this Agreement through the date of termination shall remain due and payable in accordance with the terms hereof and Customer’s right and license to use the Software and Services shall cease. Any provision of this Agreement that by its terms imposes continuing obligations on the parties shall survive the termination of this Agreement.

12NOTICE. Any notice made to either party in relation to this Agreement shall be sent via email address listed during registration by the subscriber and cards@ODBC.Cards™ of BBoulder Investments LLC.

13REFORMATION/SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable, such decision shall not affect, impair or invalidate the remainder of this Agreement, but shall be confined in its operation to the provision directly involved in the controversy in which the decision was rendered, and the invalid or unenforceable provision shall be reformed so each party shall have the obligation to perform reasonably to give the other party the benefit of its bargain, provided that no such reformation shall materially increase the burden upon either party without its consent. If the invalid or unenforceable provision cannot be reformed, the other provisions or applications of this Agreement shall be given full effect, and the invalid or unenforceable provision shall be deemed stricken from this Agreement.

14GENERAL. This Agreement and the Attachments hereto constitute the entire agreement between the parties regarding the subject matter. The parties shall not be bound by or liable for any statement, writing, representation, promise, inducement or understanding not set forth above or within the aforementioned documents. This Agreement may be executed in counterparts. This Agreement (including any attachment hereto) may be amended, modified, from time to time by the Company and such updated terms shall be posted at the Company’s website, http://www.OOnu.menu, or at such other location as provided to Customer in accordance with the notice provisions hereof. Within 10 days of receipt of such notice, Customer shall have the right to terminate this Agreement upon 30 days prior written notice to Company in accordance with the notice provisions hereof. Continued use of the Company’s services for longer than 10 calendar days following notice of modification shall constitute Customer’s consent to such modifications. Any attempt to modify the Agreement by an oral understanding is void and shall have no effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns only. Neither party may assign or transfer this Agreement to any other person or entity without the prior written consent of the other party, (which consent shall not be unreasonably withheld), provided however that either party may assign the Agreement to another entity: (i) owning a majority of its outstanding stock; (ii) into which it merges, or (iii) which acquires all or substantially all of its assets. Customer acknowledges the Company is an independent contractor and that nothing in this Agreement shall be construed so as to create any partnership, joint venture, or employee-employer relationship. Neither party shall represent itself as having the authority or power to bind, or act for, the other party. Headings of articles and sections in this Agreement are for the convenience of the parties only; they shall not constitute a part of this Agreement when interpreting or enforcing this Agreement. Each party’s respective obligations under this Agreement which are not, by the expressed terms of this Agreement, fully to be performed during the term of this Agreement shall survive the termination of this Agreement. All defined terms used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular and/or plural, in each instance as the context and/or particular facts may require. Use of the terms “hereunder”, “herein”, “hereby”, and similar terms refer to this Agreement.

15GOVERNING LAW; DISPUTE RESOLUTION. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina without regard to any conflicts of law provisions or principles to the contrary. The parties hereto consent to the jurisdiction and to the venue of Wake County, North Carolina, regarding any proceedings for the adjudication of any disputes or controversies arising and waive any objection to any such proceedings based on improper venue or forum non conveniens. The parties further consent and agree to the exercise of personal jurisdiction over them by such courts regarding any such proceedings and waive any objection to the assertion or exercise of such jurisdiction.

16ATTACHMENTS. Any attachment to this Agreement to which reference is made in this Agreement is hereby incorporated in this Agreement as an integral part of this Agreement.

17FORCE MAJEURE. The Company shall not be responsible for delays resulting from acts beyond the reasonable control of such party, including acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes, and other disasters or other events of the same kind.