OrgSync Design and Development Agreement

The following agreement (“Agreement”) contains the complete terms and conditions that will apply between you (“Customer”) and OrgSync, Inc. (“OrgSync”).

1. Definitions

“Deliverables” means any work designed, created, and/or produced by OrgSync in connection with this Agreement.

“Order Form” means the OrgSync Order Form in which Deliverables are specified and pricing is set forth.

“Development Services” means the services described in Section 2 of this Agreement.

“Customer’s Content” means any computer programs, designs, data, video or audio materials, graphics or other materials provided by Customer to OrgSync pursuant to this Agreement. Customer’s Content includes, but is not limited to, end user data collected by Customer, and information regarding Customer.

“Custom Work Product” means all designs, discoveries, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information, and materials made, conceived, or developed by OrgSync after the Effective Date on behalf of Customer in furtherance of the Services provided to Customer under the terms of this Agreement, and paid for by Customer. Custom Work Product does not include any preexisting software owned by OrgSync, or any Customer Content or any third party software products incorporated into the Custom Work Product.

“OrgSync Technology” means any and all existing software, technology, know how, algorithms, procedures, techniques, and solutions associated with the use, design, development, testing, and distribution of the Custom Work Product and improvements to such existing software and related technology, which technology is owned by OrgSync or its suppliers and used by OrgSync in the development effort hereunder.

“Intellectual Property” means intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, patent rights (including patent applications and disclosures), rights of priority, and trade secret rights, recognized in any country or jurisdiction in the world.

“OrgSync’s Content” means any and all material developed by OrgSync and made available for use by Customer, including any designing of Customer’s Web Site, and templates prepared by OrgSync for use by Customer.

2. Website Development Services

A. Development Services. OrgSync agrees to provide website development, and related services that substantially comply with the Order Form.

B. Testing. OrgSync will provide Customer with a link to the Deliverables. Customer shall have 14 days after OrgSync provides the link to inspect and test the Deliverables to determine if it conforms to the Order Form. If the Deliverables fail to materially conform to the specifications, Customer shall give OrgSync written notice of the failure describing the defect in the Deliverable with sufficient specificity so as to allow OrgSync to easily identify and rectify the failure.

C. Time to Cure. OrgSync shall then have 30 days to remedy such failure or defect and redeliver such Deliverables to Customer. Customer shall have 7 days after OrgSync redelivers to inspect and test the Deliverables to determine if it conforms to the Order Form. If the Deliverables continue to fail to materially conform to the specifications, then: (i) either Party may terminate this Agreement; or (ii) if both Parties agree, OrgSync will be given an opportunity to cure any defects in accordance with this section.

D. Acceptance. The Deliverables shall be deemed to be accepted (a) upon written notice by Customer to OrgSync of such acceptance or (b) upon expiration of the time period for Customer’s inspection without written notice to OrgSync that the Customer believes the Deliverables fail to conform to Specification in the Order Form. Customer shall not unreasonably withhold or delay acceptance.

3. Fees

A. Fees. Customer will pay to OrgSync all fees as set forth on the Order Form. All sales are final, and OrgSync offers no partial or full refunds.

B. Payment. Payment is due net 10 from date of invoice.

C. Taxes. All fees charged by OrgSync are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Deliverables, all of which Customer will be responsible for and will pay in full, except for taxes based on OrgSync’s net income. If OrgSync is required to pay directly any such taxes, Customer will, upon receipt of OrgSync’s invoice, promptly reimburse OrgSync for any such taxes paid by OrgSync.

4. Sublicense

Customer may not sublicense or resell any of OrgSync’s Services, Technology, or Content to any third parties.

5. Termination

Each Party shall have the right to terminate this Agreement upon Fifteen (15) days prior written notice if the other Party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching Party fails to remedy such breach within the fifteen day notice period.

6. Customer’s Content

A. Ownership of Content. Customer acknowledges and agrees that (a) unless expressly stated elsewhere, OrgSync has no proprietary, financial, or other interest in Customer’s Content; (b) OrgSync does not, by virtue of hosting Customer’s Content, edit, distribute, market, sublicense, publish, or otherwise provide Customer’s Content to end users; and (c) Customer is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its Content. Customer warrants that it owns or has the right to use and offer the Content in the manner in which such Content is offered and will be offered by Customer during the term of this Agreement.

B. Protection of Content. Customer acknowledges and agrees that Customer is solely responsible for ensuring the integrity of its Content. Although OrgSync may, from time to time, provide data backup services, Customer is advised that OrgSync in no way is responsible for any damages resulting from the loss of Customer’s Content, regardless of the reason for such loss. Customer is solely responsible for backing up/archiving Customer’s Content.

7. Intellectual Property

A. Grant of License. Upon final and full payment of all fees associated with the Deliverables, OrgSync grants to Customer a limited, non exclusive, license to use, reproduce, display, and perform, works based upon the Deliverables, OrgSync Technology, and all Intellectual Property rights contained in the Custom Work Product.

B. OrgSync’s Rights. Custom Work Product, OrgSync’s Content, OrgSync Technology, and all Intellectual Property rights contained therein are and will remain the sole and exclusive property of OrgSync.

C. OrgSync’s Rights to Customer Content. Customer grants to OrgSync a non exclusive, worldwide, perpetual, royalty free license to reproduce, modify, display, perform, adapt, transmit, distribute, improve, and otherwise use the Customer Content in connection with OrgSync’s performance under this Agreement.

D. OrgSync’s Right to Re-Use Deliverables. Customer understands and specifically acknowledges that OrgSync may, in its sole discretion, use some or all of the Deliverables (excluding Customer Content) in the future in commercial development projects for other customers. Nothing in this Agreement shall be construed to limit OrgSync’s right to do so or to use any information in non-tangible form retained by OrgSync as ideas, information and understandings retained in the human memories of its employees, contractors and agents, provided that OrgSync may only use information of general applicability and not Customer’s Confidential Information. This provision shall not be construed to operate to grant OrgSync any rights under Customer’s patents or copyrights.

8. Customer’s Indemnification

Customer shall indemnify and hold harmless OrgSync from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to Customer’s provision, or an end user’s use, of Customer’s Content, or any act, error, or omission of Customer in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law.

9. Disclaimer of Warranties

THE SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ORGSYNC NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR ORGSYNC ANY OTHER LIABILITY IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THIS AGREEMENT. ORGSYNC DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES PROVIDED WILL BE ERROR FREE.

10. Limitation of Liability

ORGSYNC ASSUMES NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR END USER’S USE OF THE SERVICES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF ORGSYNC IS AWARE OF THE POSSIBILITY THEREOF. ORGSYNC SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM CUSTOMER FOR THE SERVICES DURING ANY 12-MONTH PERIOD.