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Master Subscription Agreement

TAGEASY™, TAGSTATION™ TERMS OF USE:

PLEASE NOTE THAT BY EITHER CLICKING THE "I ACCEPT" BUTTON DISPLAYED DURING THE ORDERING PROCESS OR BY SIGNING AN INSTALLATION AGREEMENT YOU ARE AGREEING THAT EACH OF THE FOLLOWING TERMS AND CONDITIONS WILL GOVERN YOUR USE OF TAGISTICS'S ONLINE SERVICES (THE "AGREEMENT"), INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE PURCHASING OR UTILIZING OUR SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Welcome

Should you elect to purchase or utilize the Service TAGISTICS will provide you with a browser interface as well as data encryption, transmission, access and storage as described in greater detail below. Your registration for, or use of, the Service shall be deemed to be your agreement not only to abide by this Agreement as well as the materials available on the TAGISTICS website, including by way of example and not limitation, TAGISTICS's privacy and security policies, all of which are incorporated herein by this reference. This Agreement is subject to several defined terms which are set forth in the Definitions section at the end of this Agreement.

The Service is comprised of TAGISTICS's proprietary Total Asset Guardian (TAG3) platform which is offered with three levels of functionality depending on your need:

1. TAGEASY Web based ECOMMERCE service; 2. TAGSTATION Web based "Software-as-a-service" service;

Please see our website for a complete description of the different features offered by our scalable suite of products.

1. Privacy & Security; Disclosure

TAGISTICS is committed to maintaining your privacy. For a complete description of TAGISTICS's privacy and security policies, we encourage you to visit our web site, http://www.tagistics.com or www.tag3.com , where you can review such policies. TAGISTICS reserves the right to modify from time to time its privacy and security policies in its discretion.

2. License Grant & Restrictions

TAGISTICS hereby grants you a non-exclusive, non-transferable, revocable, limited, worldwide license to use the Service solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you by this Agreement are reserved by TAGISTICS and its licensors. You may not access the Service if you are a direct competitor of TAGISTICS, unless you receive TAGISTICS's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. Accordingly, by accepting this Agreement, you are presenting and warranting to TAGISTICS that your access to and use of our Service is not for purposes of monitoring the Service's availability, performance or functionality, or for any other benchmarking or any other competitive purposes. You shall not and hereby represent and warrant that you will not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or any of the information disclosed during the course of your access to or use of the Service or displayed at any of our web sites (collectively, the "Content") in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You agree that you will only use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. Certain levels of the Service offer integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited as follows: TAGSTATION: 1,000 calls/day. Certain levels of the Service may include the installation and configuration of hardware devices such as a printer(s) ("Hardware Interface"). In the event you elect to utilize a level of Service that requires a Hardware Interface, you will need to execute a separate Installation Agreement which will govern the terms and conditions by which we will provide the Hardware Interface.

3. Your Responsibilities

You are responsible for all of your Users activity and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify TAGISTICS immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to TAGISTICS immediately and use reasonable efforts to stop immediately any unauthorized access to or use of the Service or copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another TAGISTICS user or provide false identity information to gain access to or use the Service.

4. Account Information and Data

TAGISTICS does not own any data, information or material that you transmit for purposes of utilizing the Service ("Customer Data"). You, not TAGISTICS, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and TAGISTICS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), TAGISTICS will make available to you a file of the Customer Data, to the extent any is retained, within 30 days of termination if you so request at the time of termination. Should you fail to so notify TAGISTICS, TAGISTICS shall have the right, exercised in its sole and absolute discretion, to delete or destroy any Customer Data in its possession or control without liability or recourse whatsoever. TAGISTICS reserves the right to withhold, remove and/or discard any Customer Data in the event you breach any of the terms of this Agreement including, without limitation, for non-payment. Upon your breachm TAGISTICS shall have the right, without notice, to immediately terminate your right to access or utilize the Service in which event TAGISTICS shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

TAGISTICS alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the the Service and the Content as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Content, the TAGISTICS Technology or any other the Intellectual Property Rights owned by TAGISTICS. The TAGISTICS name, the TAGISTICS logo, and the product names associated with the Service are trademarks of TAGISTICS or third parties, and no provision of this Agreement shall be deemed to grant any right or license use them.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, participate in or receive promotions from advertisers or sponsors marketing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity or the products or services offered thereby, is solely between you and the applicable third-party. TAGISTICS and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. TAGISTICS does not endorse any other products, services or sites on the Internet that are linked to the Service. TAGISTICS provides these links to you only as a matter of convenience, and in no event shall TAGISTICS or its licensors be responsible for any content, products, or other materials on or available from such sites or third parties. While TAGISTICS provides the Service subject to the terms and conditions of this Agreement, you hereby acknowledge that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Fees and Payment

You agree to timely pay all fees charged to your account in accordance with the fee schedule in effect at the time a fee is incurred. The current fees for the Service are set forth on Schedule A attached hereto and incorporated herein (the "Subscription Fees"). TAGISTICS reserves the right to modify existing as well as introduce new Subscription Fees provided you receive at least 30 days prior notice of such modification or introduction, which notice may be provided by e-mail. Fees for other services will be charged on an as-quoted basis. Subscription Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on TAGISTICS's income. All fees charges are noncancelable and all amounts paid are nonrefundable. All Subscription Fees are confidential, and you agree not to disclose them to any third party.

8. Excess Data Storage Fees

The maximum disk storage space provided to you at no additional charge is (i) 5 GB per dedicated virtual machine for TAGSTATION (ii) 150 GB per dedicated physical server for TAGCENTRAL. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. TAGISTICS will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by TAGISTICS to so notify you shall not affect your responsibility for such additional storage charges. TAGISTICS reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

9. Billing and Renewal

TAGISTICS collects Subscription Fees in advance of your use of the Service. You must provide TAGISTICS with valid credit card or approved purchase order information as a condition to signing up for the Service. TAGISTICS will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon in writing.

You agree to provide TAGISTICS with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact as well as the person(s) you designate as your License Administrator. You agree to update this information within 30 days of any change(s) to it. If the contact information you have provided is false or fraudulent, TAGISTICS reserves the right to immediately terminate your access to the Service without any notice which termination shall be in addition to any other legal or equitable remedies.

Unless TAGISTICS in its discretion determines otherwise: (i) entities with headquarters in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers").

If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. If you do not timely advise us of any dispute with the amount of the invoice within such 30 days, then you will be deemed to have agreed that the invoice is accurate.

10. Non-Payment and Suspension

In addition to any other rights granted to TAGISTICS herein, TAGISTICS reserves the right to suspend or terminate this Agreement and your access to and use of the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged the Subscription Fees during any period of suspension. If you or TAGISTICS initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the terms herein. You agree that TAGISTICS may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. TAGISTICS reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service.

11. Termination upon Expiration

This Agreement commences on the date you complete the online registration process and full payment of all applicable Subscription Fees is received by TAGISTICS. For TAGEASY, the Initial Term is for a minimum of one year. For TAGSTATION AND TAGCENTRAL, the Initial Term is for a minimum of 2 years or as otherwise mutually agreed upon in writing. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one year renewal terms at TAGISTICS's then current Subscription Fees. Either party may terminate this Agreement after the expiration of the Initial Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the renewal term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach).

12. Termination for Cause

Any breach of your payment obligations or unauthorized use of the TAGISTICS Technology or Service will be deemed a material breach of this Agreement. In that event, TAGISTICS, in its sole discretion, may immediately terminate your password, account, access to or use of the Service. In addition, TAGISTICS may terminate a free account at any time in its sole discretion. You agree and acknowledge that TAGISTICS has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13. Mutual Indemnification

You shall indemnify and hold TAGISTICS, its licensors, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of any of the terms of this Agreement,

TAGISTICS shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by TAGISTICS of its representations or warranties; or (iii) a claim arising from breach of this Agreement by TAGISTICS. TAGISTICS shall have no indemnification obligation, and you shall indemnify TAGISTICS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

14. Disclaimer of Warranties

TAGISTICS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. TAGISTICS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TAGISTICS AND ITS LICENSORS.

15. Internet Delays

TAGISTICS'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TAGISTICS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Local Laws and Export Control

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

TAGISTICS and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Service or Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.

19. Notice

TAGISTICS may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in TAGISTICS's account information, or by written communication sent by first class mail or pre-paid post to your address on record in TAGISTICS's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to TAGISTICS (such notice shall be deemed given when received by TAGISTICS) at any time by any of the following: letter sent by confirmed facsimile to TAGISTICS at the following fax number: (949) 861 8694 (for U.S. Customers); letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to TAGISTICS CORPORATION at the following address: 102 ne 2ND Street,Suite 360, Boca Raton, FL 33432 addressed to the attention of: Chief Financial Officer.

20. Modification to Terms

TAGISTICS reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

21. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of TAGISTICS but may be assigned without your consent by TAGISTICS to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of TAGISTICS directly or indirectly owning or controlling 50% or more of you shall entitle TAGISTICS to terminate this Agreement for cause immediately upon written notice.

22. General

With respect to U.S. Customers, this Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Orange County, California. You agree to submit to the jurisdiction of the state and federal courts located in Orange County, California. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and TAGISTICS as a result of this Agreement or use of the Service. The failure of TAGISTICS to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by TAGISTICS in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and TAGISTICS and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

23. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

(i) "Content" means, in addition to the reference above, the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;

(ii) "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;

(iii) "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter);

(iv) "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

(v) "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online by completing written or electronic Order Forms and to create User accounts and otherwise administer your use of the Service;

(vi) "TAGISTICS" means collectively Tagistics Corporation, a Florida corporation, having its principal place of business at 102 NE 2^nd Street Suite 360, Boca Raton, FL 33432 and its subsidiaries;

(vii)_"TAGISTICS Technology" means all of TAGISTICS's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by TAGISTICS in providing the Service;

(viii) "Service(s)" means the specific edition of TAGISTICS's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by TAGISTICS, accessible via http://www.tagistics.com or http://www.tag3.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by TAGISTICS, to which you are being granted access under this Agreement, including the TAG3 Technology and the Content;

(ix) "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by TAGISTICS at your request).

Schedule A: