Terms of Agreement This Agreement (“Agreement”) is entered into between DigitalSwift Corporation having a place of business at 1601 Industrial Boulevard, Madison, GA 30650, USA (hereinafter referred to as “DigitalSwift”) and you, the customer (hereinafter referred to as “Customer” and as further defined below). Whereas Customer is in the business of distributing content or Fulfillment Items, and Whereas DigitalSwift is in the business of copying content onto CDs and DVDs and is in the business of shipping CDs, DVDs and Fulfillment Items, and Whereas Customer would like DigitalSwift to produce customized CDs or DVDs or ship Fulfillment Items on its behalf, Now therefore, the parties hereby agree as follows: 1. Definitions a. “Customer” shall refer to the entity, organization or authority having contracted with DigitalSwift to provide the services described herein. b. “Services” shall refer to production services and media fulfillment as further described in this document. c. “Final Product” refers to CD/DVD media containing a compilation of content provided and specified by the Customer for shipment to the End User. d. “End User” shall refer to the entity, person, organization, or authority to which the Final Product resulting from DigitalSwift’s production services is shipped. e. “License” shall mean an agreement by which a third party grants to Customer the right to distribute third party content or Fulfillment Items according to the terms and conditions of the license. f. “Shareware CD” shall refer to DigitalSwift’s program to offer to compile and distribute CDs containing shareware/trialware versions of software products. g. “Fulfillment Items” shall refer to those products, other than on-demand CDs/DVDs, provided by Customer to DigitalSwift for warehousing and shipping. 2. Description of Services DigitalSwift shall provide media distribution fulfillment services by compiling, reproducing and shipping content on CD/DVD media based on orders received from the Customer. DigitalSwift will also receive, warehouse, and individually ship Fulfillment Items based on orders received from Customer. 3. Customer Responsibilities a. The Customer hereby grants a license and/or sublicense (as applicable) to DigitalSwift to: (i). Copy, reproduce and distribute any content supplied by the Customer for the purpose of fulfilling Customer orders or supporting such activities. This sublicense extends to content downloaded by DigitalSwift from third party websites to which Customer has referred DigitalSwift for purposes of copying software or other content to fulfill the services contemplated herein. If Customer is shipping Fulfillment Items, Customer grants to DigitalSwift a license and/or sublicense to distribute Fulfillment Items supplied by the Customer for the purpose of fulfilling Customer orders or supporting such activities. (ii). Copy, reproduce and distribute any trademarks and service marks relating to content or Fulfillment Items supplied by the Customer for the purpose of fulfilling Customer orders or supporting such activities. (iii). Ship the Final Product or Fulfillment Items to End Users. b. The Customer shall only supply to DigitalSwift for distribution fulfillment, content or Fulfillment Items which are owned or licensed for use by Customer in a manner consistent with this Agreement. By supplying content or Fulfillment Items to DigitalSwift, and subsequently each time an order is placed for shipment to an End User, the Customer automatically warrants, represents and covenants that it owns or holds a valid license for same, that is consistent with DigitalSwift’s performance under this Agreement. c. Customer shall indemnify, defend and hold DigitalSwift, its officers, directors, employees and agents harmless in connection with any (i) violation, allegation or claim of violation of any laws (including those regarding intellectual property or import/export) arising out of this agreement and the Services provided by DigitalSwift under this Agreement or (ii) breach of Customer’s representations, warranties or other obligations under this Agreement. All damages, costs and expenses of any kind, including attorney fees in this regard shall be borne by the Customer. d. Each time an order is placed for shipment to an End User, the Customer automatically warrants, represents and covenants that the End User is a legal recipient of the order, and of the order content or Fulfillment Items. e. Not withstanding Article 4.a, the Customer shall immediately inform DigitalSwift in writing of termination of any license agreement for a product, or of any reason that may prohibit reproduction or distribution of a product as provided under this Agreement. At all times it is the responsibility of the Customer to ensure that it does not place orders with DigitalSwift for reproduction or distribution of any product for which it is not properly authorized to do so by the appropriate third party owner of the product. f. DigitalSwift shall not be responsible for production of any outdated content, or shipment of outdated Fulfillment Items. g. Customer warrants, represents and covenants that content transferred to DigitalSwift, or Fulfillment Items shipped to DigitalSwift, shall not include obscene, pornographic, hate-based materials, nor unlawful content. h. Customer agrees to take all reasonable precautions to insure that content transferred to DigitalSwift is free from viruses. i. Customer shall be the point of interface with the End User, and shall provide all End User services including without limitation, taking orders, billing, collection, complaints, returns, etc. j. If Customer signs up for the Shareware CD program, Customer grants to DigitalSwift permission to reproduce, copy, and distribute Customer’s product submissions in any manner deemed suitable by DigitalSwift, as long as DigitalSwift does not alter the product itself, nor the product name, nor the identity of the Customer as owner of the product. Such reproduction and distribution may include, but is not limited to, compilation, sales, and distribution of Customer’s products on CDs branded for DigitalSwift’s business partner companies and affiliates. 4. DigitalSwift Responsibilities DigitalSwift shall have the following responsibilities: a. DigitalSwift shall receive and maintain a copy of the product library supplied by the Customer. b. DigitalSwift shall receive and warehouse Fulfillment Items sent by Customer to DigitalSwift. c. When DigitalSwift receives a Media Fulfillment order list, based on the order list, DigitalSwift, shall within 48 hours, compile, reproduce on CD/DVD and ship the content or Fulfillment Items specified by the Customer for an End User. Orders received on a holiday, weekend day or after 9 AM Eastern Time on Friday will be processed the following business day. Orders for substantially larger quantities than normal will be shipped as soon as possible. d. DigitalSwift will clearly label Shareware CD contributions as shareware/trialware items, and will clearly label all menus with the author’s name and contact information. DigitalSwift also agrees not to represent shareware/trialware versions of products as licensed products. 5. Proprietary Rights The Customer’s rights in, and title to, any content or Fulfillment Items provided to DigitalSwift by the Customer for distribution hereunder shall be as set forth in the applicable license agreement, or as otherwise mutually agreed to in writing by the third party content or Fulfillment Items supplier and the Customer. Title to software, technology, tools, technical documents, journals and other similar items which are owned and/or were developed by DigitalSwift and which may be used by DigitalSwift in connection with services hereunder, shall remain the property of DigitalSwift. 6. Notices If any future changes in or additions to this Agreement are unacceptable to Customer, or cause Customer to no longer be in compliance with this agreement, Customer’s only recourse is to terminate this Agreement by sending an e-mail to: csNOSPAM@swiftcd.com (remove NOSPAM from the e-mail address) or by using the SwiftCD online contact form. Customer’s continued use of the service now, or following the posting of notice of any changes in or additions to this Agreement will constitute a binding acceptance by Customer of such changes and or additions. 7. Fees a. The fees for services provided under this Agreement are defined at http://www.swiftcd.com/faq/pricing.htm; such rates are subject to change by DigitalSwift by providing a 30 day notice to the Customer. Invoices shall be due and payable within 15 days of receipt. Invoices not paid within 15 days are subject to a 2% late payment fee per month or the highest interest rate allowed by law, whichever is less. b. DigitalSwift may, at its sole option, without prejudice to any other remedies available at law or equity, suspend its performance hereunder and/or immediately terminate this Agreement, should Customer become delinquent in the payment of any invoice from DigitalSwift, provided DigitalSwift has provided written notice of such delinquency. Customer shall reimburse DigitalSwift for its costs and expenses (including attorneys' fees, court costs and arbitrators' fees) incurred in seeking to collect any amounts due under this Agreement from Customer. c. Services performed outside the scope of this Agreement, including labor and materials, shall be charged at the then-prevailing DigitalSwift rates for labor, travel, and materials. The minimum time charged for such service shall be one hour for telephone support and four hours for on-site support, including travel time to and from the site. The Customer must approve such services in writing prior to DigitalSwift undertaking any such additional services. d. Charges are exclusive of all sales, use, and like taxes or other government charges. Customer shall pay or reimburse DigitalSwift for all such taxes or other government charges. e. DigitalSwift may, at its option, charge Customer for all or any fees incurred as a result of Customer’s special shipping request. f. DigitalSwift may, at any time, require the Customer to provide evidence of its having paid the required fees. g. DigitalSwift will charge no fees for contributions to any Shareware CD products, as defined in Paragraph 1 above. h. If Customer does not pay fees in accordance with the provisions of this paragraph 7, DigitalSwift may, without prejudice to any other remedies available at law or equity, discontinue shipping products for the Customer, or impose fees or other sanctions as published at www.SwiftCD.com. 8. Warranty a. DigitalSwift warrants all services provided herein will be performed in a good, workmanlike manner. DigitalSwift will perform these services with qualified personnel at all times. The CD/DVD/Fulfillment Item content are expressly excluded from this warranty. In the event of a breach of this warranty, as your sole and exclusive remedy, DigitalSwift shall replace or correct the non-conforming services. b. The exclusive warranties and remedies provided herein shall not apply to damages or deficiencies resulting from (i) accident, disaster, modifications, alteration, misuse, tampering, negligence, improper maintenance, or abuse by anyone other than DigitalSwift nor (ii) any other causes beyond DigitalSwift’s control. 9. Disclaimer of Warranty EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, DIGITALSWIFT AND ANY AFFILIATE THEREOF HEREBY DISCLAIMALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE STATED EXPRESS WARRANTIES AND REMEDIES PROVIDED FOR BREACH THEREOF, ARE IN LIEU OF ALL OTHER LIABILITIES OR OBLIGATIONS OF DIGITALSWIFT AND ANY AFFILIATE THEREOF AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (WHETHER SUCH LIABILITIES OR OBLIGATIONS WOULD ARISE UNDER THIS AGREEMENT OR OTHERWISE BY LAW) FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. 10. Limitation of Liability A. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, DIGITALSWIFT’S AND ITS EMPLOYEES’, OFFICERS’, DIRECTORS’ AND REPRESENTATIVES’ CUMULATIVE LIABILITY RESULTING FROM ANY DAMAGE(S), COST, EXPENSES, PENALTIES, LOSSES (OR RELATED ITEMS)ARISING UNDER OR RELATED TO THIS AGREEMENT OR THE SERVICES, UNDER ANY LEGAL THEORY, SHALL BE LIMITED TO ONE THOUSAND DOLLARS, AND THE CUSTOMER UNDERTAKES TO BEAR ALL CLAIMS, LIABILITIES, COSTS AND EXPENDITURES IN EXCESS OF THE ABOVE LIMIT WITHOUT BEING ENTITLED TO CLAIM AGAINST DIGITALSWIFT; THE CUSTOMER FURTHER UNDERTAKES TO ENSURE THAT ITS INSURERS WAIVE ANY CLAIMS AGAINST DIGITALSWIFT IN EXCESS OF THIS AMOUNT. B. IN NO EVENT SHALL DIGITALSWIFT, OR ITS EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, OR DATA, WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF DIGITALSWIFT AND SUCH OTHER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. Confidentiality Customer acknowledges and agrees that information about DigitalSwift's processes, interfaces, systems and pricing which are disclosed to Customer during the parties' relationship, are not generally known to the public and are subject to reasonable efforts to maintain such secrecy; accordingly, Customer shall keep any such information strictly confidential. 12. General a. This Agreement constitutes the entire agreement and supersedes all prior proposals, negotiations and communications, oral or written, between the parties with respect to the subject matter hereof. DigitalSwift may from time to time, at its sole discretion and upon reasonable prior notice to Customer, modify, amend, or supplement the terms of this Agreement. b. The waiver of any breach or default under this Agreement shall not constitute the waiver of any subsequent breach or default. c. In the event that any of the provisions in this Agreement is held to be unenforceable, the offending provision shall be stricken and replaced with a provision that reflects the original intent of the parties, and the remaining portions of this Agreement shall remain in full force and effect. d. Except as to any issue involving payment or non-payment of any fees or charges due hereunder, in the event there arises a dispute between the parties as to the interpretation or performance of any of the provisions of this Agreement or as to any other matters arising out of or otherwise related to this Agreement (including default and termination), then the parties shall consult together in good faith to find a mutually agreeable resolution thereof. If the parties are unable to arrive at a resolution by such consultations within 30 days of the date such an issue is notified by one party to the other, then the dispute shall be finally settled under the expedited rules of arbitration of the American Arbitration Association by a single arbitrator that has been licensed to practice law at least ten (10) years and who is knowledgeable with respect to the subject matter of the dispute (the parties agree that there shall be no discovery, except that there shall be an exchange of exhibits and a brief description of the testimony each side proposes to offer). The arbitration shall take place in Atlanta, Georgia. The arbitral award shall be in writing and shall be final and binding on the parties, and the judgment may be entered upon the award in any Court of competent jurisdiction or having jurisdiction over the parties or their assets. The parties expressly waive and forego any right to punitive, exemplary or similar damages as a result of any controversy or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination or validity thereof. The laws of the State of Georgia shall govern this Agreement. e. Notwithstanding the obligation to arbitrate disputes, the parties agree that any breach of this Agreement may result in irreparable harm to one or the other party, for which damages would be an inadequate remedy, and therefore, in addition to the rights and remedies otherwise available at law, the parties shall be entitled to seek equitable relief, including an injunction to restrain the breaching party, or any director, officer, employee, partner, agent, servant or other individual through whom the breaching party may be acting, from any further or continued breach of this Agreement. f. A “Force Majeure” shall be deemed to be any external event which is beyond the reasonable control of DigitalSwift and which is not caused by DigitalSwift’s fault or negligence, such as, without limitation, fires, war whether or not declared, strikes of any nature whatsoever, floods, natural catastrophes, civil disturbances, acts of terrorism. DigitalSwift and its officers, directors, employees and representatives shall not be liable or responsible for any non-performance under this Agreement that is the result of a Force Majeure event and shall inform the Customer as soon as possible of the occurrence of a Force Majeure event. g. The effect of the Force Majeure will be to suspend DigitalSwift’s performance throughout the period during which said performance is affected by the Force Majeure event. The Customer shall not be entitled to any compensation whatsoever as a result of a Force Majeure and contractual time schedules will be extended accordingly. h. Should a Force Majeure persist for a period in excess of three (2) months, the Customer shall be entitled to terminate this Agreement by registered letter with acknowledgment of receipt, unless the parties, after having discussed the matter, agree to amend the Agreement in order to adapt it to the new circumstances arising from the Force Majeure. i. Either party may terminate this Agreement, without cause, by providing 30 days prior written notice to the other party. In the event of such notice to terminate, this Agreement shall immediately become null and void except for those provisions which by their nature are intended to survive termination such as Sections 3(c) (Customer’s indemnification obligations), 7, 9 and 10 and 11. j. The Customer shall not assign, transfer or otherwise delegate this Agreement. Any attempted assignment, transfer or delegation shall be null and void. DigitalSwift shall freely assign or sublicense this Agreement. k. The two parties are independent contractors. l. You have or will obtain, adequate and reasonable insurance coverage which applies to your obligations and liability risks under this Agreement. You will provide DigitalSwift with proof of such coverage upon request. Complete Agreement. All parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.

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