CYBERSTORE E-PAYMENT SERVICE AGREEMENT

This is an Agreement ("Agreement") by and between Dovetail Internet Technologies, LLC ("Dovetail") and the Subscriber. For and in consideration of the mutual promises and covenants set forth herein, Dovetail and Subscriber hereby agree as follows:

4. Term. This Agreement shall be effective as of the effective date specified in Section 1 above and shall continue for one year. This Agreement shall renew automatically each year, unless either party gives the other party written notice of its intent to not renew this Agreement at least thirty (30) days prior to the end of the then current term.

5. Payment.

a. Set Up Fees. Subscriber shall pay Dovetail all applicable set up fees. Dovetail will charge Subscriber’s MasterCard, Visa or American Express card directly no later than three (3) days following execution of this Agreement by Subscriber. Set up fees shall be non-refundable.

b. Monthly Service Fees. Subscriber shall pre-pay all monthly service fees. All invoices shall be payable upon receipt. Dovetail shall automatically charge Subscriber’s on file credit card.

c. Overage Fees and Add-On Services. Subscriber shall be billed by Dovetail monthly for any overage charges or add-on services utilized. These amounts may vary from month to month based on actual services and overages incurred. All such invoices will be due within fifteen (15) of the bill date. Payments will be charged to the Subscriber's on file credit card.

d. Fee Adjustment. Dovetail reserves the right to increase the fees set forth herein upon thirty (30) days notice to Subscriber.

6. Service. Dovetail shall host a virtual site on the World Wide Web portion of the Internet for Subscriber (the “Site”) as specified in Section 3 above and in accordance with the terms and conditions of this Agreement (the "Service"). Site setup shall commence upon the effective date as specified in Section 1 and actual hosting shall commence upon the completion of all setup activities set forth in Section 3 above. Subscriber may use the Service to make its “Content” as described in Section 9 below available on the Site. Subscriber shall not resell or make available the Service to third parties without the prior written consent of Dovetail. Subscriber shall use the Service only in accordance with the current Dovetail Acceptable Use Policy (“AUP”) which may be found on the Internet at https://staging.dovetailinternet.net/AUP. Dovetail may reasonably revise the Dovetail AUP from time to time by updating the posting at the Internet address specified herein and notifying Subscriber’s Administrative Contact by e-mail that the AUP has been revised. A breach of the AUP by the Subscriber is a material breach. Subscriber is responsible for it’s own connection to the Internet. Dovetail will implement changes to the Service and other account maintenance and administrative functions only upon prior written request by the technical or billing contacts indicated in Section 2 on the Agreement, or those authorized to act in such capacity for the Subscriber.

7. Dovetail Testing. Dovetail reserves the right to test any non-Dovetail programs, scripts and source code that the Subscriber wishes to install on Dovetail’s servers for technical integrity. The time of such testing will be billed at Dovetail’s normal hourly rate in fifteen (15) minute increments. Should Dovetail determine, at any time during the term of this Agreement, that a Subscriber technology behaves improperly or impedes Dovetail’s servers in any manner whatsoever, Dovetail retains the right to deactivate the offending technology until such time that is repaired by the Subscriber or its assignees and re-tested by Dovetail, all such re-testing also being billable in fifteen (15) minute increments.

8. Service Level. Dovetail shall provide the Service set forth in Section 3 above in accordance with the current Dovetail Service Level Policy (“SLP”), which may be found on the Internet at http://www.dovetailinternet/SLP. Dovetail will use commercially reasonable efforts to maintain the availability of the Site. Dovetail shall credit Subscriber’s next months invoice or credit account a prorated amount for any unscheduled downtime not set forth in the SLP. Dovetail shall not be liable for interruptions in Service (including, but not limited to, failure of equipment owned by the Subscriber, regional Internet network interruptions, outages experienced by Dovetail’s providers, power outages, acts of war or terrorism or acts of God), and accordingly, Dovetail shall grant Subscriber no credits for any such interruption.

9. Content. “Content” may include, but is not limited to, images, audio clips, text and functionality (the "Client Content"). Subscriber hereby grants to Dovetail a non-exclusive, worldwide, royalty-free license during the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Content as necessary to provide the Service to Subscriber in accordance with this Agreement. Subscriber assumes sole responsibility for the accuracy of its Content, including, without limitation, descriptive claims, warranties, guarantees, and ensuring that its Content does not infringe or violate any right of any third party. Subscriber shall not place or cause to be placed on the Site anything which is obscene, threatening, malicious, or which infringes on or violates any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes itself and/or Dovetail to civil or criminal liability. Violation of any existing local, Federal or International law will constitute grounds for immediate termination of Service. Subscriber shall comply with all applicable laws, rules and regulations, including any Internet regulations or policies of the United States in connection with their performance pursuant to this Agreement. Subscriber shall immediately notify Dovetail of any demand, claim, or action by a third party insofar as such demand, claim or action alleges that Subscribers Content does not meet the requirements of this Section. A breach of this provision shall be a material breach of this Agreement.

10. Proprietary Rights. As between Subscriber and Dovetail, Subscriber’s Content shall remain the sole and exclusive property of Subscriber and/or its suppliers, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights and nothing in this Agreement shall be construed to grant Dovetail any ownership right in and to Subscriber’s Content. All content, materials and graphics provided by the Subscriber and displayed on the Site shall be accompanied by a copyright notice on all web pages. As between Subscriber and Dovetail, the equipment, hardware, software, information, know-how, methodologies and processes, including any and all intellectual property rights therein and thereto, used by Dovetail to provide the Service (collectively the “Service Technology”) shall remain the sole and exclusive property of Dovetail and/or its suppliers and nothing in this Agreement shall be construed to grant Subscriber any ownership right in or to the Service Technology. Any products conceived and/or created by Dovetail using materials owned by Subscriber shall be considered properties of Subscriber, and as such all rights and obligations are assigned to the Subscriber. Dovetail may, at its discretion, choose to license the Service Technology to Subscriber for its projects, such licenses being non-exclusive, and any fees paid to Dovetail shall be for the limited use Subscriber of the Service Technology during the term of this Agreement, and will in no way constitute any claim or right to ownership by Subscriber of such Service Technology.

11. Cooperation With Authorities. Subscriber acknowledges that Dovetail will cooperate fully with all law enforcement investigations and prosecutions, including allowing access to any data, computer files, electronic mail messages, and usage and traffic patterns in its custody or control and that such cooperation and access may be provided without notice to Subscriber.

12. Dovetail Access. Subscriber acknowledges that Dovetail personnel may have access to all user files, electronic mail, and account and traffic logs, to resolve system problems and otherwise, and that they may delete or alter files as necessary in the course of system administration. Dovetail shall use any user information gathered from such access in accordance with the current Dovetail Privacy Policy that may be found on the Internet at https://staging.dovetailinternet.net/Privacy.

13. Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, including, but not limited to, software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data ("Confidential Information"). Confidential information also includes any and all information Subscriber has during the term of this Agreement relating to Subscriber’s customers, (herein “customer information”) including information that may be otherwise publicly available. Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. The parties shall take reasonable steps to protect the other’s confidential information. The parties agree not to: (a) use, except as required by the normal and proper course of performing under this Agreement, (b) disclose, (c) copy, or (d) allow access to, the other’s confidential information without express prior written consent. These restrictions will continue to apply as long as the confidential nature of the information is maintained and shall survive the expiration or termination of this Agreement. The parties shall make its employees and third parties who will have access to the other party’s confidential information aware of the confidentiality provisions of this Agreement and shall require them to execute agreements undertaking obligations consistent with the provisions of this Agreement.

14. Representations & Warranty. Subscriber represents and warrants that: (a) Subscriber has the power and authority to enter into and perform its obligations under this Agreement; (b) Subscriber’s Content does not and shall not contain any thing that is inaccurate or that infringes on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and that Subscriber owns the Subscriber Content or otherwise has the right to place the Subscriber Content on the Site; and (c) Subscriber has obtained any authorization(s) necessary for links from the Site to other Internet sites.

15. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DOVETAIL MAKES NO WARRANTIES HEREUNDER AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DOVETAIL DOES NOT WARRANT THAT THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS, THAT THE SERVICE WILL ALWAYS BE AVAILABLE, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR OPERATED WITHOUT ERROR.

16. SOLE REMEDY. SUBSCRIBER’S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE THAT IS NOT A BREACH OF THIS AGREEMENT BY DOVETAIL IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

17. LIABILITY LIMITATION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DOVETAIL SHALL HAVE NO LIABILITY TO SUBSCRIBER WITH RESPECT TO DOVETAIL'S OBLIGATIONS UNDER THIS AGREEMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, SUBSCRIBER’S CONTENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF DOVETAIL TO SUBSCRIBER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO DOVETAIL BY SUBSCRIBER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED.

18. Indemnification. With respect to claims or actions against one or both parties by third parties insofar as such claim, demand or action is attributable to the acts or omissions of Subscriber or a breach by Subscriber of a representation and/or warranty made in this Agreement, Subscriber shall (i) indemnify Dovetail against any liability, cost, loss, or expense of any kind; and (ii) hold harmless Dovetail and save it from any liability, cost, loss, or expense of any kind. Dovetail shall have the right to select and control legal counsel for the defense of any such claim, demand or action and for any negotiations relating to any such claim, demand or action; however, Subscriber must approve any settlement of any such claim, demand or action to the extent that such settlement imposes any restrictions on or requires Subscriber to contribute financially to such settlement.

19. Taxes. All fees set forth in this Agreement are exclusive of all sales, use, value-added, excise, property, withholding, and other taxes. Subscriber shall pay all taxes assessed by any authority in connection with this Agreement and with Subscribers use of the Service.

20. Consequences Of Non-Payment. In the event Subscriber fails to pay any amount due Dovetail within thirty (30) days of the date on which such payment is due pursuant to this Agreement: (a) such failure to be shall be considered a material breach; (b) interest at the rate of one and one half percent (1.5%) per month shall accrue on all past due amounts until such amounts, including accrued interest, are paid in full; (c) Dovetail shall have the right to immediately cease providing any and/or all Service to Subscriber; and, (d) Dovetail shall have the right to pursue all other legal and equitable remedies available to it.

21. Termination. This Agreement may be terminated upon the occurrence of a material breach by Subscriber that remains uncured for fifteen (15) days after notice, an event of insolvency by Subscriber, or by either party giving the other thirty (30) days advance written notice of termination. Subscriber may also terminate this Agreement within the first three (3) days following acceptance of this Agreement. Upon any termination or expiration of this Agreement, Subscriber shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement, whichever is applicable.

22. Performance Excused. Except for the payment of fees by Subscriber, the parties shall be excused from delays in performing or from any failure to perform hereunder to the extent that such delay or failure results from causes such as war or natural disaster or strike which are beyond the reasonable control of the affected party, provided that, in order to be excused from delay or failure to perform, the affected party must act diligently to remedy such delay or failure. In the event such delay continues for fifteen (15) consecutive days, either party shall have the right to terminate this Agreement.

23. Prevailing Party. If any legal action or other proceeding is brought for a breach of this Agreement or any of the warranties herein, the prevailing party shall be entitled to recover its reasonable attorney's fees and other costs incurred in bringing such action or proceeding, in addition to any other relief to which such party may be entitled.

24. Independent Contractor. The parties are and have been contracted with each other as independent contractors. Neither party undertakes by this Agreement, or otherwise, to perform any of obligation of the other. In no way is one party to be construed as an agent, or acting as an agent of the other in any respect.

25. Assignment & Transfer. Subscriber shall not assign or transfer this Agreement without the express prior written consent of Dovetail. Dovetail may freely assign and transfer this Agreement to a subsidiary or in connection with the sale of substantially all the assets or stock of Dovetail and otherwise not without the express prior written consent of Subscriber.

26. Bind & Benefit. This Agreement shall bind and benefit the successors and permitted assigns of the parties.

27. Waiver of Breach. A breach of any provision of this Agreement may only be waived in writing and the waiver of such breach shall not operate or be construed as a waiver of any subsequent breach.

28. Severability. If any provisions of this Agreement should, for any reason, be held invalid or unenforceable in any respect, the remainder of this Agreement shall be enforceable to the full extent permitted by law. A court of competent jurisdiction is hereby empowered to modify the invalid or unenforceable provision to make it valid and enforceable.

29. Entire Agreement. This Agreement contains the entire agreement between the parties as to the subject hereof. This Agreement supersedes all prior oral and written agreements between the parties as to the subject hereof. This Agreement may not be modified or amended except by writing signed by an officer of Dovetail and an officer of Subscriber.

30. Headings. Headings in this Agreement are for the purpose of convenience only. They are not intended to be a material part of the Agreement, and in the event of any conflict between the heading and the text, the text shall govern.
31. Governing Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions, and Subscriber and Dovetail hereby by submit to the jurisdiction of the federal and state courts located in the Commonwealth of Massachusetts. The parties agree that the provisions of UCITA as adopted or as may be adopted in any state having jurisdiction over this Agreement shall not apply to or govern this Agreement.

Document Version: 20210901A