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MASTER SERVICE AND USE AGREEMENT

THIS MASTER SERVICES AND USE AGREEMENT (“Agreement”) is made and entered into as of the date on the transmitted qtags Sales Order (the “Effective Date”) by and between
qtags, LLC, whose registered office is at 392 Garden Oaks Blvd., Houston, TX 77018 (“QTAGS”) and qtags Customer, whose registered office principal place of business is confirmed
as detailed on the Sales Order and/or Invoice.

Recitals
QTAGS provides certain services that utilize the System, in which Customers can distribute Web-Links and/or advertisements to end users (as set forth in greater detail in
Clause 2 of the Agreement below, the “Services”).
Customer wishes to purchase the Services, and subject the terms and conditions set forth in this Agreement, QTAGS agrees to provide the Services to Customer.  
Agreement
In consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1.        INTERPRETATION AND DEFINED TERMS
A.        Unless a contrary intention clearly appears:
(1)        The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the
terms of this Agreement nor any clause hereof;
(2)        The use of pronouns in masculine, feminine, and neutral genders shall be construed to include all other genders, as the context may require;
(3)        Words in the singular form shall be construed to include the plural and vice versa; and
(4)        Any reference to a person shall include a reference to an individual, firm, corporation, partnership, trust, governmental authority or body, association, unincorporated
organization or any other entity, as the context may require necessary.
(5)        Any reference to “Customer” means the Customer and its successors and permitted assigns.
(6)        Any reference to “QTAGS” is a reference to QTAGS and its successors and permitted assigns.
(1)        “Advertisement” shall mean any visual, textual or aural communication, representation, reference or notification of any kind, and all other content that is provided to, or
accessible by, the End User via the Services by or on behalf of Customer, including without limitation, (i) Web-Links, (ii) Bounce Back Messages, (iii) Keywords, and (iv) any content of
any nature on a website that is accessible via a Link.
(2)        “Bounce Back Message” means an advertisement or Web-Link that may consist of text and/or Link(s), provided that in no event may the size of the Bounce Back Message
exceed 145 characters in the US or 115 characters in Canada unless otherwise authorized or permitted by QTAGS.  The Bounce Back Message may be changed, from time to time,
upon the request of the Customer.
(3)        “Confirmation Notice” means a written notification that qtags Sales Order has been accepted by the Customer and the associated Keyword (or other mutually agreed-upon
Keyword) has been activated.  The Confirmation Notice may be issued, from time to time, via electronic mail in accordance with the Notice provision set forth in this Agreement.  
(4)        “User” means any person or entity that receives Customer’s Advertisement as a result of the Services.
(5)        “Indemnified Party” means each of QTAGS, its officers, employees, contractors, consultants and agents from time to time, and any related entities, associates or affiliates of
QTAGS, and each of their respective officers, employees, contractors, consultants and agents from time to time.
(6)        “Intellectual Property Rights” mean any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship, including but not limited
to copyrights, moral rights, and mask-works, (b) trade secret rights, (c) patents, designs, algorithms and other industrial property rights, (d) trademark rights, (e) trade dress rights, (f)
domain names, (g) all other intellectual and industrial property rights, including “rental” rights and rights to remuneration, whether arising by operation of law, contract, license, or
otherwise, and (h) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force, including any rights in any of the
foregoing.
(7)        “Keyword” means a series of alpha numeric or character digits selected by the Customer subject to the terms and conditions of this Agreement, which is used by an End User
to initiate a Text Event.  The Keyword may be changed, from time to time, upon the request of the Customer, subject to QTAGS’ prior written approval in accordance with QTAGS’
discretionary rights set forth in Clause 3 below.
(8)        “Links” means a textual hyperlink to a website maintained and operated on or on behalf of Customer.
(9)         “Policies” mean the use terms and conditions and other policies set forth from time to time on the Site that govern the use of the Site.
(10)        “Site” means the Internet websites, which can currently be accessed by using the domain names <http://www.qtags.com> and <ad.qtags.com>, and all related internal servers
and webpages operated and maintained by or on behalf of QTAGS.
(11)        “SMS” means the short message service capability found on cellular telephones.
(12)        “Published Market Prices” means the prices at which any person may purchase the Services directly from QTAGS.  Published Market Prices are not wholesale prices and are
exclusive of all other discounts and price reductions.  Published Market Prices will, at QTAGS discretion, be published on the Site and may be modified from time to time.
(13)        “Text Event” means a request sent by a User for the Customer Messages (as hereinafter defined), which is sent to the System via SMS.  The request will consist of entering
the Customer’s Keyword.
(14)        “Third Party Advertiser” means any party other than the Customer, whose products and/or services are promoted or marketed in Customer’s Advertisements or otherwise
through the Customer’s use of the System.
(15)        “Web-link” means the descriptive text placed in the qtags inbox which is specified to be 50 characters unless otherwise authorized or permitted by QTAGS.  The Web-Link
may be changed, from time to time, upon the request of the Customer, subject to QTAGS’ prior written approval in accordance with QTAGS’ discretionary rights set forth in Clause 3
below.
2.        Services
A.        Subject to Customer’s compliance with the terms and conditions of this Agreement, including without limitation, full payment of all amounts due and payable under this
Agreement, QTAGS agrees to provide Customer with the Services in accordance with the terms and conditions of this Agreement.  
B.        Customer shall initiate all orders for the Services by issuing a written setup request by means of the setup form provided by qtags  and available at http://allaboutqtags.typepad.
com/all_about_qtags/2005/05/how_advertisers.html. The setup form shall contain desired Keyword, Bounce-back reply, and Web-Link.  Requested contact details for Customer per
the setup form shall all be completed; these may include an email, fax, physical address and phone number. Upon acceptance by QTAGS of the setup form, the setup form is hereby
incorporated into this Agreement by reference and shall be governed by the terms and conditions of this Agreement unless specifically agreed upon otherwise in the setup form.  
Without limiting the foregoing, any additional terms (unless specifically agreed upon in writing by QTAGS) on any purchase orders, proposals, or other instruments issued by
Customer in connection with purchase of the Services that are in addition to, conflict with or inconsistent with the terms of this Agreement, shall be deemed objected to by QTAGS
and inserted for Customer’s internal use only.  Such additional, conflicting or inconsistent terms are hereby deleted and declared null and void, and shall be of no force or effect with
respect to the Services provided pursuant to this Agreement.  
C.        Notwithstanding anything to the contrary in this Agreement, Customer’s issuance of a  setup form shall be deemed to be only an offer to purchase Services, and may be
regarded as having been accepted by QTAGS only when QTAGS has issued a Sales Order and not at any time before. QTAGS, in its sole and absolute discretion, may accept or reject
any  setup form in whole or in part (including without limitation, the rejection of a portion of the proposed Advertisement), and in no event shall QTAGS have any liability or
responsibility (including without limitation, the obligation to provide an explanation or defense of its decision) to the Customer for the rejection of any setup order, in whole or in
part.
D.        For each setup form accepted by QTAGS, the Services will consist of:  
(1)        The activation of a Keyword or Keywords (chosen by Customer, subject to the terms and conditions of this Agreement) that can be used by End Users to initiate a Text Event;
(2)        For each Keyword, the activation of one (1) Web-Link for placement in the User’s inbox and one (1) Bounce Back Message (each of which to be chosen and developed by the
Customer, subject to the terms and conditions of this Agreement).  The Web-Link and the Bounce Back Message can be identical (subject to the size limitations set forth in this
Agreement) and are collectively referred to in this Agreement as the “Customer Messages”;
(3)        The provision of the activated Customer Messages via the System to Users that have initiated a Text Event until the Keyword related to such Customer Messages has been
inactivated by QTAGS.  The Web-Link will be provided to the User if and for as long as such User has a valid user account on the Site.  Once provided, Users will have access to the
Web-Link on the Site until such Web-Link is deleted by the User or is deleted in accordance with the Site’s storage retention policy.
(4)        The provision of the following reports on a monthly basis: (i) the number of  Users who have (a) submitted the Customer’s Keyword, (b) received the Customer’s Bounce
Back Message, (c) clicked thru’ to the Customer’s Web-Link (URL) and (d) forwarded the Customer’s Web-Link to a third party; and (ii) a summary of activity by User area code.
E.        QTAGS reserves the right to change the technical specifications of or otherwise modify the Services, including without limitation, modifications or changes to  QTag’s SMS
numbers, without incurring any obligations or liability to Customer as a result thereof.
F.        In the event that QTAGS introduces a materially new service or services, QTAGS shall have the right, at its sole discretion, to offer such service(s) to Customer.  In the event
that Customer, at its sole discretion, accepts QTAGS offer to provide such service(s), a new purchase order shall be issued by Customer setting forth the new service(s) requested.  
In the event that Customer purchases a new service, such service shall be deemed to be a Service under this Agreement and shall be governed by and provided subject to the terms and
conditions of this Agreement.
G.        All Services are subject to the compliance by Customer’s (and all Third Party Advertisers, if any) of the Policies, which are hereby incorporated by reference as if fully rewritten
in this Agreement.  Customer understands and acknowledges that the Policies may change from time to time, and upon QTAGS provision of any updated Policies (which may be
provided online at the Site), Customer agrees to comply with all updated Policies.
H.        QTAGS reserves the right to promote the Services by inserting the Site’s domain names and any QTAGS’ logo or identification mark of whatsoever nature on any Web-Link
and Bounce Back Message provided to the User through the Services.
3.        Advertisement Discretion.
A.        All Advertisements must be approved in advance by QTAGS.  QTAGS expressly reserves the right to refuse to place any Web-Link or Bounce Back Message on the Site, or
permit the use of any Keyword, that QTAGS, in its sole and absolute discretion, believes is or may be (or in the case of a Link, believes the content of the linked Advertisement or
linked website is or may be): (i) likely to expose QTAGS to litigation, (ii) in violation of any representation or warranty provided by Customer in this Agreement; or (iii) otherwise
not in QTAGS’ best interest (collectively, these are “Unacceptable Advertisements”).
B.        QTAGS reserve the right, in its sole and absolute discretion, to remove from the Site or deactivate any Keyword(s), Web-Link(s) and/or Bounce Back Message(s) if:
(1)        The Keyword, Web-Link, Bounce Back Message, respectively, is or is likely to become an Unacceptable Advertisement, or in the case of a Link, the content of the linked
Advertisement or linked website is or is likely to become an Unacceptable Advertisement;
(2)        QTAGS is not entirely satisfied, in its sole discretion, that Customer or Third Party Advertiser, as the case may be, is legally permitted to offer for sale or sell, the goods
and/or services advertised in the Web-Link or Bounce Back Message;
(3)        QTAGS is not entirely satisfied that Customer or Third Party Advertiser, as the case may be, is fulfilling and/or honoring the advertising promises or statements contained in
the Web-Link or Bounce Back Message;  
(4)        QTAGS is required by law to do so; or
(5)        Customer breaches any provision of this Agreement.  
C.        In the event that QTAGS refuses to place an Advertisement on the Site or subsequently removes an Advertisement from the Site (or deactivates a Keyword, Web-Link or
Bounce Back Message), QTAGS will send a written notice to Customer setting forth the reason(s) for its refusal or removal (“Notice of Refusal”).  Customer may, within ten (10)
business days of receiving the Notice of Refusal, submit a response stating why it believes the Notice of Refusal is not justified, or alternatively, submit a revised or modified
Advertisement.  Upon receipt of Customer’s response, QTAGS may choose, at its sole and absolute discretion, (i) to place the original Advertisement on the Site or reactivate the
original Advertisement, or (ii) to place the modified Advertisement on the Site or activate the modified Advertisement, (iii) issue another Notice of Refusal for the modified
Advertisement, or (iv) terminate the purchase order pursuant to which the original Advertisement was provided.  
D.        For each Web-Link or Bounce Back Message that contains a Link, QTAGS reserves the right to test the functionality the Link and review the content of the linked
Advertisement or linked website before placing the Web-Link or Bounce Back Message on the Site.  Without limiting the foregoing, during the term of this Agreement, Customer
must provide QTAGS with at least one (1) week advance notice of any material change in or regarding the content of the linked Advertisement or linked website after the placement of
the Web-Link or Bounce Back Message containing the Link on the Site.  Material changes include, without limitation, adding new content, hyperlinks or advertisements or changing the
content, hyperlinks or advertisements.  Failure to comply with the above requirements shall constitute a material breach by Customer.    
4.        Fees.
A.        Use of the Services requires payment of a transactional usage fee for a combined outbound and inbound text messages sent in connection with the Keyword(s) (“Service Fees”),
Service Fees are set forth in the Sales Order  All Service Fees are quoted in US Dollars.  QTAGS reserves the right to increase or decrease the Service Fees or the Published Market
Prices.  Such price increase or decrease will take effect on the date designated by QTAGS (provided that QTAGS will make reasonable commercial efforts to always provide at least
thirty days written notice prior to any price change)
B.        Payment
(1)        All Usage Fees shall be invoiced and due as noted on the transmitted and agreed to Sales Order. Customer hereby authorizes QTAGS to provide such Sales Orders and the
resulting Invoices, at QTAGS sole discretion, in electronic form.
(2)        Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement is terminated for any reason other than for material breach by QTAGS, QTAGS,
will not be obligated to refund any portion of the Service Fees it has already received, and all unpaid Service Fees incurred as of the effective date of termination shall become
immediately due and payable.
C.        Customer hereby authorizes QTAGS to review its credit and employment histories, if applicable, and any other information QTAGS deems necessary to process a Sales Order.
D.        The Service Fees do not include sales, use, excise or similar taxes levied by any federal, state or local government, which may arise from the sale, performance or use of the
Services other than taxes on QTAGS’ income (collectively, “Taxes”).  All Taxes shall be borne by Customer, at its sole cost and expense, and Customer agrees to pay such Taxes
directly to the appropriate taxing authorities, or in the event that such Taxes are assessed against or paid by QTAGS, Customer agrees to pay to QTAGS an amount equal to such
Taxes upon demand.  
5.        Representations and Warranties; Disclaimer of Certain Warranties
A.        Customer represents and warrants that:
(1)        Each of its Advertisements (and the content of each linked Advertisement or linked website for which a Link is provided):
(a)        is accurate and does not include any false, misleading, deceptive or fraudulent information or statements;
(b)        does not infringe on any Intellectual Property Rights of a third party;
(c)        complies with all applicable laws, government regulations and guidelines;
(d)        is not threatening, offensive or harassing;
(e)        does not contain, or provide a Link to any website that contains, any viruses, worms, trojan horses, spyware, malware or other invidious programs or data (collectively,
“Viruses”), including without limitation, any Viruses that are attached to or embedded in separate programs or data;
(f)        will not defame, libel or slander another person or transmit misleading or inaccurate information of any kind, whether of a personal or commercial nature;
(g)        does not contain any pornography or any Advertisement for pornographic or other adult products or services;
(h)        does not contain child pornography, bestiality or any other objectionable, obscene or offensive material, or any Advertisement for such products; and
(i)        does not contain a Link to an Advertisement or website that, if such linked Advertisement or linked website was deemed to be an Advertisement, would violate any of
Customer’s representations or warranties set forth in this Agreement.
(2)        The goods and services advertised through the Services (i) will correspond in all material respects with the description of such goods and/or services that is contained in the
Customer’s Advertisements; and (ii) will be offered for sale, and sold, in compliance with all applicable laws and regulations.
(3)        If Customer is entering this Agreement as an individual, Customer is twenty-one (21) years of age or over, is a U.S. citizen, and is of full legal capacity and capable of entering
into and performing his obligations under this Agreement; and
(4)        If Customer is entering this Agreement as a legal entity, (i) Customer is a legally recognized entity established under U.S. law and has all requisite power and authority to enter
into and perform its obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of
Customer, and this Agreement constitutes a legal, valid and binding obligation of Customer enforceable against Customer in accordance with its terms; and (iii) no consent, approval,
order or authorization or giving of notice to, or registration with, or taking of any other action in respect of any governmental authority or agency is required in connection with the
execution, delivery, performance, validity or enforceability of this Agreement.
B.        QTAGS represents and warrants that:
(1)        To the best of QTAGS’ knowledge and belief as of the effective date of this Agreement, the use of the Services do not infringe on any third party’s Intellectual Property Rights;
(2)        Except for scheduled maintenance periods, it will use reasonable, commercial efforts to maintain ongoing access to the Site and to prevent disruptions and failures in any
related computer systems and network resources that are necessary for the provision of the Services; and
(3)        (i) QTAGS is a legally recognized entity established under U.S. law and has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii)
the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of QTAGS, and (iii) this Agreement constitutes a legal, valid and
binding obligation of QTAGS enforceable against QTAGS in accordance with its terms.
C.        Customer understands and acknowledges that the quality and continuity of the Services depends on many factors over which QTAGS has no control and cannot seek to control,
and that technical problems may prevent QTAGS from providing all or part of the Services at any time.   Accordingly, notwithstanding anything to the contrary in this Agreement:
(1)        QTAGS cannot and does not guarantee, warrant or otherwise imply that (i) Customer or any User will receive constant and uninterrupted access to this Site or the Services;
or (ii) that this Site, its computer systems and network resources will be fully or continually protected from unlawful access by others, including the infection of data or other
information by viruses, or the alteration, misuse, or stealing of data or other information or that any of these activities will be detected; and
(2)        IN CONSIDERATION OF THE ABOVE EXPRESS REPRESENTATIONS AND WARRANTIES EXTENDED BY QTAGS IN CLAUSE 5.B., TO THE MAXIMUM EXTENT
PERMITTED BY LAW, SUCH REPRESENTATIONS AND WARRANTIES ARE THE EXCLUSIVE GUARANTEES OF QTAGS WITH RESPECT TO THE SERVICES AND THE SITE, AND
ALL OTHER WARRANTIES, REPRESENTATIONS AND GUARANTEES, EITHER EXPRESSED OR IMPLIED, WHETHER ARISING BY STATUTE, COURSE OF PERFORMANCE,
COURSE OF DEALING, CUSTOM OR TRADE, OR BASED UPON OTHER THEORY OF LAW OR EQUITY INCLUDING, WITHOUT LIMITATION, ANY GUARANTEE OR
IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED BY QTAGS AND HEREBY
WAIVED BY CUSTOMER.  CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION BY
QTAGS OTHER THAN THOSE CONTAINED IN CLAUSE 5.B. OF THIS AGREEMENT.
(3)        The parties recognize that some states do not allow the exclusion of implied warranties, so the above exclusions with respect to implied warranties may not apply, and there
may also be other legal rights with respect to this warranty provision that vary from state to state.  If any legislation or law requires any term or warranty and also prohibits provisions
in a contract excluding the application of or exercise of that term or warranty then, to the maximum extent permitted by law, such warranty is limited in duration to ninety (90) days
from the provision of the applicable Service, and Customer’s sole and exclusive remedy for QTAGS’ breach of such term or warranty will be limited, at QTAGS’ option, to any one or
more of the following:
(a)        the supply of the Services at no additional charge to Customer for a period of time equal to the period of time in which the Services breached such required warranty;  or
(b)        arranging for a third party to provide services equivalent to the Services supplied, at QTAGS cost and expense, for a period of time equal to the period of time in which the
Services breached such required warranty.
6.        Term and Termination
A.        This Agreement becomes effective upon the Effective Date and will continue in force until terminated as provided in this Agreement or by mutual agreement of the parties.  Each
sales order will expire in accordance with the term set forth in the respective sales order, unless such term is extended by mutual agreement by the parties.
B.        Either party may terminate this Agreement or any purchase order under this Agreement by written notice to the other party (“Breaching Party”) in the event that:
(1)        The Breaching Party assigns or transfers or attempts to assign or transfer any interest in this Agreement in violation of the provisions of this Agreement;
(2)        Any principal owner or principal officer of the Breaching Party or the Breaching Party itself (or if QTAGS is not the Breaching Party, if any principal owner or principal officer of
a Third Party Advertiser or a Third Party Advertiser itself) is convicted of a felony or is involved in any action which, in the reasonable opinion of the non-breaching party, adversely
affects the reputation of the non-breaching party or the Services;
(3)        The Breaching Party materially breaches any of its obligations, representations or warranties under this Agreement and fails to cure such breach within twenty (20) business
days after receipt of written  notice of such beach from the non-breaching party;
(4)        The Breaching Party (or if QTAGS is not the Breaching Party, if a Third Party Advertiser) becomes insolvent or is otherwise dissolved; or
(5)        The Breaching Party (or if QTAGS is not the Breaching Party, if a Third Party Advertiser) becomes the subject of a petition in bankruptcy, reorganization, liquidation or
dissolution that is not withdrawn or dismissed within sixty (60) days thereafter.  To the greatest extent permitted under applicable law, each party hereby expressly waives any right to
protection under the automatic stay provisions of the United States Bankruptcy Code or any other state bankruptcy law.
C.        In addition to the termination rights set forth above, QTAGS shall have the right to immediately terminate this Agreement or any purchase orders upon written notice to the
Customer in the event that:
(1)        Customer or any Third Party Advertiser is suspected of having, or are found to have, engaged in any fraudulent or other criminal activity in connection with the Site or any
other website; or
(2)        Customer fails to pay any amount or Fee to QTAGS that is due and payable under this Agreement.
D.        In the event that QTAGS is the non-breaching party, QTAGS shall have the option, in lieu of termination, to (i) withhold Customer’s use of any or all of the Services, and/or (ii)
prevent access by End Users to Customer’s Advertisements on the Site.
E.        In the event that QTAGS has the right to exercise any termination or other rights under this Clause 6 as a result of the actions of a Third Party Advertiser, such rights shall be
limited to the purchase order for which the Services were being provided to Customer on behalf of the Third Party Advertiser.
F.        In the event that this Agreement is terminated as a result of QTAGS’ breach, Customer’s sole and exclusive remedy shall be a pro-rated refund of any Subscription Fees actually
paid, determined as of the effective date of termination.
G.        Termination of this Agreement shall not relieve either party of any obligation to pay amounts due as a result of transactions occurring prior to such expiration or termination.  
Customer will reimburse QTAGS for all reasonable costs incurred by QTAGS (including attorneys’ fees) in collecting past due amounts hereunder.
7.        Intellectual Property
A.        Customer acknowledges and agrees that between QTAGS and Customer, QTAGS is the sole and exclusive owner of the Site, the System, and all Intellectual Property Rights
related thereto.  Nothing in this Agreement shall be deemed to give Customer any right, title or interest in or to the Site, the System or any intellectual property thereto.  Without
limiting the foregoing, Customer agrees that it will not reverse-engineer or attempt to reverse-engineer or otherwise attempt to access the System or any software related thereto
except as otherwise expressly permitted in this Agreement, and further, will not assist any other party in attempting any of the foregoing.
B.        QTAGS hereby grants to Customer a limited, non-exclusive license to use QTAGS name and logo (“Licensed Marks”) solely in connection with any promotion or
advertisement of the Services, provided that all uses are subject to (i) Customer using the Licensed Marks in a manner that would be reasonably likely to enhance the reputation and
goodwill of QTAGS, and (ii) QTAGS’ prior approval, which may be given or withheld at QTAGS’ sole and absolute discretion.  Customer will present to QTAGS for its approval,
prior to printing, distribution, publication, display or use, any and all promotional materials, publications, articles, pictures, press releases and scripts of statements, oral or written, to
be made by the Customer or its employees, agents or spokespersons, which use or refer to the Licensed Marks.
C.        QTAGS acknowledges and agrees that between QTAGS and Customer, Customer is the sole and exclusive owner of all Advertisements and all Intellectual Property Rights
related thereto.  Customer hereby grants to QTAGS a limited, non-exclusive license to use any Intellectual Property Rights related to the Advertisements to the extent necessary to
provide the Services and exercise its rights set forth under this Agreement.  Customer represents and warrants that it has all necessary right, title and/or license to grant the foregoing
license to QTAGS.
D.        Customer understands and acknowledges that QTAGS can accept no liability or responsibility with respect to Keyword disputes between different Customers.  In the event of
any dispute involving Customer’s right to use a Keyword, QTAGS reserves the right to suspend the use of the Keyword without incurring any liability to Customer until such dispute
is resolved.  It will be the sole responsibility of the Customers to resolve any such dispute without involving QTAGS in any manner whatsoever.  Customer hereby agrees to indemnify
QTAGS for any costs, expenses, or liabilities incurred as a result of any dispute involving Keyword(s) selected by Customer in any purchase order under this Agreement.
E.        Notwithstanding anything to the contrary in this Agreement, in the event that QTAGS believes that any portion of the Services infringe or may infringe on the Intellectual
Property Rights owned by a third party, QTAGS may immediately cancel or suspend the Services or a portion thereof.  In such event, QTAGS sole and exclusive obligation to
Customer will be to (i) procure for Customer the right to continue using the Services, (ii) replace the Services with non-infringing Services (iii) modify the Services so that they
become non-infringing, or (iv) terminate this Agreement and provide Customer with a pro-rated refund of any Subscription Fees actually paid, determined as of the effective date of
termination.
8.        Limitation of Liability
A.        Notwithstanding anything to the contrary in this Agreement, to the greatest extent permitted under applicable law:
(1)        IN NO EVENT WILL QTAGS OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOST GOODWILL, LOST PROFITS, LOSS OF USE OF MONEY, LOSS OF DATA OR
INTERRUPTION IN ITS USE OR AVAILABILITY, STOPPAGE OF WORK, OR IMPAIRMENT OF ASSETS, ANY PERSONAL LOSSES OR HARDSHIP (INCLUDING, WITHOUT
LIMITATION, STRESS AND ANXIETY, NERVOUS SHOCK, OR OTHER PERSONAL SUFFERING OR CONDITION), OR FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE,
INCIDENTAL OR SPECIAL DAMAGES FOR ANY CLAIM OR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR THE SITE (INCLUDING
WHERE THE CAUSE CANNOT BE DETERMINED).  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER (i) THE CLAIM OR LIABILITY IS
BASED UPON OR OTHERWISE ARISES OUT OF BREACH OF AN EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT
LIABILITY OR OTHERWISE, (ii) THE CLAIM OR LIABILITY IS BASED UPON OR OTHERWISE ARISES OUT OF THIS AGREEMENT OR ANY RELATED STATEMENT OF WORK,
ANY TRANSACTION OR SERVICE PERFORMED OR UNDERTAKEN UNDER OR IN CONNECTION THERETO, AND (iii) THE CLAIM OR LIABILITY WAS FORESEEABLE OR
UNFORESEEABLE BY QTAGS OR ANY OTHER PARTY (AND REGARDLESS OF WHETHER OR NOT QTAGS WAS ADVISED OF, OR SHOULD HAVE KNOWN OF, THE
POSSIBILITY THEREOF).   
(2)        IN NO EVENT SHALL QTAGS’ LIABILITY TO CUSTOMER AND, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE SITE EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID BY CUSTOMER TO
QTAGS FOR THE ADVERTISEMENT(S) GIVING RISE TO THE CLAIM, DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO
THE CLAIM.
(3)        IN NO EVENT SHALL QTAGS INCUR OR ASSUME ANY LIABILITY WHATSOEVER TO ANY THIRD PARTY ADVERTISER AS A RESULT OF THIS AGREEMENT OR THE
SERVICES PROVIDED HEREIN.  The provision of Services for any Advertisement for a Third Party Advertiser is subject to such Third Party Advertiser agreeing in writing to release
QTAGS from all potential claims arising out of or in connection with the Services.  QTAGS reserves the right to terminate any purchase order(s) for such Advertisements at any time
upon written notice, at QTAGS’ sole and absolute discretion, if such release is not received.
B.        Release and Indemnity
(1)        Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by law, Customer agrees to release from, and indemnify, each Indemnified Party,
against, any claims, losses, liabilities, suits, demands, proceedings, costs or expenses (including legal costs on a full indemnity basis) directly or indirectly related to, or arising out of (i)
Customer’s use of the Services; (ii) any Advertisements, information or other material provided by Customer (including, without limitation, the reproduction, broadcast, transmission
communication or making available of such Advertisements, information or material); (iii) Customer’s breach of this Agreement (including any breach of any representation or
warranty); and (iv) any claim brought against QTAGS by a Third Party Advertiser.
(2)        In the event that Customer uses the Services to provide Advertisements for a Third Party Advertiser, Customer shall use its best commercial efforts to obtain an
indemnification agreement from the Third Party Advertiser in which the Third Party Advertiser agrees to indemnify QTAGS directly for the Third Party Advertiser’s Advertisements on
terms and conditions on no less comprehensive than those set forth in this Clause 8.C.  QTAGS reserves the right to terminate any purchase order(s) for such Advertisements at any
time upon written notice, at QTAGS’ sole and absolute discretion, if such indemnification is not received.  
9.        Disputes.  
A.        The parties shall make a good-faith effort to settle between themselves any claim, dispute, or controversy (each, a “Dispute”) arising out of or in connection with this
Agreement.  However, in the event that any Dispute cannot be settled through good-faith informal settlement efforts within thirty (30) days after notice of such Dispute is provided by
one party to the other party, such Dispute shall be settled through final and binding arbitration submitted to the American Arbitration Association and conducted by three arbitrators
unless otherwise agreed upon by the parties.  At any time after the good-faith informal settlement efforts have failed, either party may initiate the arbitration proceeding upon written
notice.  Each party shall appoint one arbitrator within thirty (30) days from the date of the notice of arbitration, and the two appointed arbitrators shall select a presiding, third
arbitrator.  The arbitration shall be held in Houston, Texas, and shall be conducted in the English language.  The arbitrators may make interim awards and may award a preliminary
injunction, a permanent injunction, specific performance and other equitable and declaratory relief.  The award rendered by the arbitrators shall be final and binding, and the parties
agree that no party may appeal to any court from any award or decision of the arbitral tribunal. Judgments upon awards or orders for enforcement may be entered and shall be
enforceable in any court of competent jurisdiction, and execution may be had in accordance with the law of execution generally applied in the jurisdiction where enforcement is sought.
10.        Force Majeure
A.        With the sole exception of any payment obligations, neither party shall be liable to the other party for any failure to perform its obligations under this Agreement if such failure
was the result of an act, occurrence, or other event outside of its reasonable control, including without limitation: acts of God, fire, severe weather, and other natural disaster and
events; accidents, acts of government, war, warlike conditions, terrorism, and public disorder; a failure or error in the operation, of all or any part of the Site, QTAGS computer
systems, logistics infrastructure, network resources, the Services, or any other computer systems or network resources to which they may be connected or upon which they may rely,
and the taking offline of any of those computer systems or network resources when necessary; and any circumstances which produce or have the consequence of producing a
degradation, fall-off, or complete severance of access to this Site or network resources or any other computer systems or network resources to which they may be connected by any
person.
11.        Notices
A.        Any notice to be served by either party to the other must be in writing and will be sent by (i) hand delivery, (ii) certified mail, return receipt requested, (iii) a major U.S. carrier,
such as UPS or Federal Express, (iv) facsimile, or (v) email at the following respective addresses, or to such other address or addresses as either party may from time to time designate
by like notice.
(1)        If sent to QTAGS, such notice shall be sent to: QTAGS, 392 Garden Oaks Blvd., Houston, TX 77018 USA; or to the following facsimile number: 713-692-7783; or to the
following email address: agower@qtags.com.
(2)        If sent to Customer, such notice shall be sent to the address, facsimile number, or email address set forth in the applicable purchase order.   
B.        In the case of a facsimile it will be deemed to have been served on receipt of a successful transmission notice and in the case of email it will be deemed to have been served as of
the date and time of transmission if no return email stating that the email cannot be delivered is received.  All other notices shall be deemed to have been received the earlier of the
actual receipt or (i) three (3) business days after delivery to the office of such overnight courier service, or (ii) seven (7) business days after depositing the notice in the United States
mail.
C.        The Parties agree that each party shall have the right to use electronic mail and fax transmissions for any notice, request, demand, or other communication required to be given
under this Agreement, and that such electronic communications shall be treated as writings and signed documents for all purposes.  Each party further agrees that it may not and will
not contest the validity of any such communication on the grounds that it is not a writing or is not signed.  
12.        Miscellaneous
A.        Entire Agreement.  Each Attachment to this Agreement is hereby incorporated by reference as if fully rewritten in this Agreement.  This Agreement constitutes the entire
understanding between the parties pertaining to the subject matter hereof and supersedes all previous communications, proposals, representations and agreements, whether oral or
written, relating to the subject matter hereof.  Any additions or modifications to this Agreement must be made in writing and must be signed by both parties.  
B.        Relationship of Parties.  Each of the parties is an entity independent of the other, and nothing contained herein shall establish or be deemed to establish or otherwise create a
partnership, joint venture, or relationship of principal and agent between QTAGS and Customer.  It is understood and agreed upon by both parties that neither party nor any of its
shareholders, members, officers, directors, agents or employees will have any right or authority to make any representation or assume or create any obligation of any kind, whether
express or implied, on behalf of the other party.
C.        Further Assurances. Customer shall take all such steps, execute all such documents and do all such acts and things as may be reasonably required by QTAGS to give effect to any
of the transactions contemplated by this Agreement.
D.        Non-Waiver.  Other than as otherwise specified in this Agreement, neither the failure of a party to enforce at any time any of the provisions of this Agreement nor the granting
of any time or other indulgence shall be construed as a waiver of that provision or of the right of that party thereafter to enforce that or any other provision.
E.        Governing Law and Venue.  This Agreement will be governed by the laws in force in the State of Texas, without respect to its conflict of law provisions.   In the event that, under
applicable law, any Dispute is not or cannot be resolved through the dispute resolution process set forth in Clause 9, the parties agree that any suit, action or proceeding arising out of
this Agreement will be instituted only in a United States federal district court for Harris County, Texas, or, if it is determined by such court that it lacks jurisdiction, in a Texas state
court for Harris County, Texas.  Both parties irrevocably consent to the venue and personam jurisdiction of the foregoing courts and waive any objection to the venue of any such suit,
action or proceeding.  
F.        Severability.  If any portion of any provision of this Agreement is deemed unlawful, void or unenforceable for any reason, then that portion shall be deemed severable from this
Agreement and shall not affect the validity and enforceability of the remaining portion of the provision or any other provisions, and this Agreement shall be automatically amended in
order to effect, to the maximum extent permitted by law, the original intent of such provision.
G.        Survival.  The provisions of this Agreement that, by their nature, survive the expiration or earlier termination of this Agreement, shall continue and remain in full force after the
expiration or earlier termination of this Agreement.  Such provisions include, without limitation, the definitions herein and the respective rights and obligations of the parties under
Clauses 4 (Fees), 5.C (Warranty Disclaimers), 6 (Term and Termination), 7 (Intellectual Property), 8 (Limitation of Liability), 9 (Disputes), and 12 (Miscellaneous).
H.        Confidential Information.  Customer understands and acknowledges that the terms and conditions of this Agreement are the confidential information of QTAGS and will not
disclose or use such information except as required in the fulfillment of its obligations and enforcement of its rights under this Agreement.
I.        Assignment.  Neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party except that either party may assign
all of its rights and may delegate all of its obligations, without the consent of the other party, in connection with a merger with or acquisition by another company not directly
competing with the non-assigning party, or in connection with a reorganization involving substantially all of its assets or capital stock.  Any other attempt to assign any rights or
obligations hereunder without the other party’s prior written consent will be void and of no force or effect.
J.        No Third Party Rights.  This Agreement is made solely for the benefit of the Parties to this Agreement and their respective permitted successors and assigns, and no other
person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all the parties here