TERMS AND CONDITIONS NIMBLEWARES PRINTUI.COM WEB-TO-PRINT SERVICE 1. Definitions.

As used in this Agreement: Company means the Company named in the Order Form. "Content" means Templates, and any other creative elements, trademarks, logos, content, data, and materials to augment such Templates uploaded by Company on the Service. "Term" means the period during which this Agreement is in effect. Nimbleware means Nimbleware Consulting LLC having an office at 101 Cooper St., Santa Cruz, CA 95060. "Order Form" means the initial on line order form for the Service executed by the parties, and any subsequent order forms executed by the parties from time to time and made a part of this Agreement, specifying, among other things, the Service tier selected (see Exhibit A), fees, the Term and other charges as agreed to between the parties. "Service" means Nimblewares hosted web to print service that enables Company to upload Content and allow its Users to make certain modifications and customizations to the Content that may be printed as signs or similar documents to be provided to such Users by Company. Templates means document or signage templates designed using Adobes InDesign tool. "Users" means Companys personnel and its customers who buy signage and related documents from Company who are provided with access to the Services by Company. 2. Service. 2.1 Implementation of Service. Nimbleware shall make the Service available to Company for up to the number of Templates set forth in the Order Form, on the terms set forth in this Agreement, the Order Form, and any subsequent Order Forms executed by the parties. 2.2 Professional Services. Company may request Nimbleware to provide certain professional services that are ancillary to the Services, such as integration or customization (Professional Services). In such event, the parties will enter into a Statement of Work (SOW) that sets forth the scope and description of the Professional Services, deliverables, parties responsibilities, completion dates, fees and payment terms, and any other relevant information. 3. Use of the Service. 3.1 Access. Nimbleware will provide Company with login authentication procedures for accessing the Service. Company is responsible for all activities that occur under Companys

User accounts. Company shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Content; (ii) prevent unauthorized access to, or use of, the Service and notify Nimbleware promptly of any unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service. 3.2 Service Guidelines. Company shall use the Service solely for its Users as contemplated by this Agreement and shall not resell or sublicense the Service to any third party. Company shall not: (i) transmit through or upload on the Service unlawful, immoral, libelous, tortuous, infringing, defamatory, threatening, vulgar, or obscene material or material harmful to minors; (ii) transmit or upload material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iv) attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service; or (v) harass or interfere with another users use and enjoyment of the Service. 3.3 Privacy & Security. Company will establish and enforce customary privacy and security policies. Nimbleware does not have access to and is not responsible for personally identifiable information of Users. Any log-in information provided by Company will be treated as Confidential Information of Company. To the extent Nimbleware posts privacy and security policies applicable to its users, Nimbleware reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. 3.4 Publicity. Nimbleware and its affiliates shall be permitted to use Companys name and logo on the Nimbleware website, in testimonials, in press releases, and within marketing materials. With Companys prior consent, Nimbleware may issue press releases relating to this Agreement. 4. Fees & Payment. 4.1 Fees. Company shall pay the monthly fees specified in the attached Order Form attached (subject to change with 30 days notice). Company shall pay any additional fees as indicated in any signed and approved additional Order Forms, and in any executed SOW. All fees are quoted in United States Dollars. Fees are non-refundable except as otherwise specifically set forth in this Agreement. 4.2 Out-of Scope-Work. Any work outside the scope of the Order Form or SOW performed by Nimbleware pursuant to Companys request will be billed at Nimblewares standard hourly rates in 15 minute-increments, unless otherwise set forth in an executed Statement of Work. 4.3 Invoicing & Payment. Monthly service fees shall be payable in advance before the first day of each month. Nimbleware shall invoice Company for Professional Services in accordance with the terms of the relevant Order Form or SOW. Charges invoiced shall be payable thirty (30) days from the invoice date unless otherwise specified. All
Page 1 of 5

payments made under this Agreement shall be in United States dollars. Company is solely responsible for pricing, payment terms and collection as between Company and Users. 4.4 Overdue Payments. Any payment not received from Company by the due date may accrue, at Nimblewares discretion, late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower; from the date such payment was due until the date paid. 4.5 Suspension of Service. If Companys account is overdue, in addition to any of its other rights or remedies, Nimbleware reserves the right to suspend the Service provided to Company, without prior notice or liability to the Company, until such amounts are paid in full. 4.6 Taxes. Nimblewares fees are exclusive of all local, state, federal, and foreign taxes, levies, or duties of any nature ("Taxes"), and Company is responsible for payment of all Taxes, excluding only United States taxes based on Nimblewares income. If Nimbleware has the legal obligation to pay or collect taxes for which Company is responsible pursuant to this Section 4.6, the appropriate amount shall be invoiced to and paid by Company, unless Company provides Nimbleware with a valid tax exemption certificate authorized by the appropriate taxing authority. 4.7 Billing and Contact Information. Company shall ensure that Company maintains complete, accurate, and up-todate Company billing and contact information via the online Company account section of the Service at all times. 5. Proprietary Rights. 5.1 Reservation of Rights. Nimbleware owns all rights, title of interest in and to (i) the Nimbleware trademarks, service marks, logos, domain names, the product names and other branding elements associated with the Service; (ii) audio and visual information, documents, software, and other works of authorship, and other technology, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information used to provide the Services, and/or conceived or developed under or in connection with any SOW (collectively "Nimbleware Technology"), and all intellectual property rights therein ("Nimbleware IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in the Nimbleware IP Rights are granted to the Company, and all such rights are hereby expressly reserved. 5.2 License Grant. Company grants to Nimbleware a nonexclusive, non-sublicenseable, non-transferable license to use, copy, store, modify, and display the Content solely to the extent necessary to provide the Service and only during the Term. 5.3 Restrictions. Company shall not (i) modify, copy or make derivative works based on the Nimbleware Technology; or (ii) disassemble, reverse engineer, or decompile any of the

Nimbleware Technology. Company shall not resell or sublicense any of the Nimbleware Technology or Services without written consent from Nimbleware. 5.4 Content. As between Nimbleware and Company, all Content uploaded by Company to the Service remains the sole property of Company. Notwithstanding anything to the contrary, Nimbleware may use statistics based on Company usage as aggregated with Nimblewares other customers data for marketing purposes. Company acknowledges that Nimbleware may have templates and content similar to the Content and nothing in this Agreement restricts Nimblewares rights to independently develop or fully exploit such templates and content. 5.5 Suggestions, Ideas and Feedback. Nimbleware shall have the unrestricted right and license to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Company or any other party relating to the Service to the extent it does not constitute Confidential Information of Company. 6. Confidentiality. 6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all information of a party ("Disclosing Party") which the Disclosing Party designates in writing as being confidential when it discloses such information to the other party ("Receiving Party"), including without limitation the terms and conditions of this Agreement, the Nimbleware Technology, the Service, business and marketing plans, technology and technical information, product designs, and business processes (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). Confidential Information shall not include any information that: (i) is or becomes generally known to the public without the Receiving Party's breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without the Receiving Party's breach of any obligation owed to the Disclosing Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Disclosing Party. 6.2 Protection. Each party will not disclose the other partys Confidential Information, or use the other partys Confidential information for any purpose other than to perform its obligations or exercise its rights under this Agreement, and will protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. 6.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior written notice of such compelled disclosure and reasonable assistance (at Disclosing Party's cost) if the Disclosing Party wishes to contest the disclosure.
Page 2 of 5

6.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. 7. Warranty Disclaimer. 7.1 NIMBLEWARE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NIMBLEWARE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 8. Indemnification. 8.1 Indemnification by Nimbleware. Subject to this Agreement, Nimbleware shall defend, indemnify, and hold Company harmless against any loss or damage (including without limitation reasonable attorney's fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Company by a third party alleging that Nimblewares proprietary software and technology powering the Service infringes the copyright or incorporates misappropriated trade secret of a third party; provided, that Company (a) promptly gives written notice of the Claim to Nimbleware; (b) gives Nimbleware sole control of the defense and settlement of the Claim (provided that Nimbleware may not settle or defend any Claim unless it unconditionally releases Company of all liability); and (c) provides to Nimbleware, at Nimbleware's cost, all reasonable assistance. Nimbleware shall have no obligations to Company under this Section 8.1 to the extent such Claims arise from Content, Companys or its User's breach of this Agreement or from the combination of the Service with any of Company's products, services, hardware or business processes. 8.2 Indemnification by Company. Subject to this Agreement, Company shall defend, indemnify, and hold Nimbleware harmless against any loss or damage (including without limitation reasonable attorney's fees) incurred in connection with Claims made or brought against Nimbleware by a third party (i) alleging that the Content or the use thereof has caused harm to a third party or infringes the copyright or incorporates misappropriated trade secret of a third party, or (ii) arising from Companys use of the Service (other than the claim against which Nimbleware is obligated to indemnify Company as set forth in Section 8.1); provided, that Nimbleware (a) promptly gives written notice of the Claim to Company; (b) gives Company sole control of the defense and settlement of the Claim (provided that Company may not settle or defend any Claim unless it unconditionally releases Nimbleware of all liability); and (c) provides to Company, at Company's cost, all reasonable assistance. Company shall have no obligations to Nimbleware under this Section 8.2 to

the extent such Claims arise from Nimblewares breach of this Agreement. 9. Limitation of Liability and Action. 9.1 Limitation of Liability. IN NO EVENT SHALL NIMBLEWARE HAVE ANY LIABILITY TO COMPANY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY WHETHER OR NOT NIMBLEWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL NIMBLEWARES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $1,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM COMPANY FOR THE SERVICE DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. 9.2 Limitation of Action. Except for actions for nonpayment or breach of either partys intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than two (2) years after the expiration of the Term. 10. Term & Termination. 10.1 Term of Agreement. This Agreement commences on the Effective Date and shall continue until terminated pursuant to the terms of this Agreement. 10.2 Termination. Either party may terminate this Agreement for any reason or no reason (i) upon thirty (30) days written notice to the other party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. 10.3 Outstanding Fees. Termination shall not relieve Company of the obligation to pay any fees accrued or payable to Nimbleware prior to the effective date of termination. 10.4 10.4 Return of Content. Upon written request by Company within thirty (30)days of the effective date of termination, Nimbleware shall make available to Company a copy of Company Content and related data stored as part of the Service. After such thirty (30) day period, Nimbleware shall have no obligation to store or provide access to any Content. 10.5 Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such
Page 3 of 5

termination or expiration: Sections 5 (excluding Section5.2), 6, 7.2, 8, 9, 10 and 11. 11. General Provisions. 11.1 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. 11.2 No Benefit to Others. The representations, warranties, covenants, and agreements contained in this Agreement are for the sole benefit of the parties and their respective successors and permitted assigns, and they are not to be construed as conferring any rights on any other persons. 11.3 Notices. All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth in the first paragraph of this Agreement by means evidenced by a delivery receipt, by facsimile, or by email. Notice shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) 48 hours after sending by confirmed facsimile; or (iv) 48 hours after sending by email. Notices to Nimbleware shall be addressed to the attention of its Chief Operations Officer, with a copy to its Chief Legal Officer or General Counsel. 11.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 11.5 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, the provision shall be changed by the court or by the arbitrator and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect, unless the modification or severance of any provision has a material adverse effect on a party, in which case such party may terminate this Agreement by notice to the other party. 11.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section 11.6 shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 11.7 Governing Law and Venue. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal and state courts located in the Southern District of California shall have jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. 11.8 Export Control Laws. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. 11.9 Entire Agreement and Construction. This Agreement, the initial Order Forms, any approved additional Order Forms and any SOWs constitute the entire agreement between the parties as to its subject matter, and supersede all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. Except as contemplated to the contrary herein with respect to Order Forms, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. In the event of any conflict between the provisions in this Master Services Agreement and any Order Form, or SOW the terms of the Order Form or SOW shall prevail to the extent of any inconsistency. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Company purchase order or in any other Company order documentation shall be incorporated into or form any part of this Agreement. 11.10 Force Majeure. Neither party will be deemed in breach of this Agreement if the failure to perform is caused by circumstances beyond its reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or labor problems, computer, internet, or telecommunications failures, delays or network intrusions, or denial of service attacks.

Page 4 of 5

EXHIBIT A SERVICE TIERS A. Starter Plan Limited to less then 100 templates per hosted site (unique domain URL). B. Premium Plan Limited to between 100 and 499 templates per hosted site (unique domain URL). C. Unlimited Plan Unlimited number of templates up to a maximum of 3 hosted sites (unique domain URLs).

Page 5