THIS SERVICE AGREEMENT (this "Agreement") is made between CUSTOMER listed above (the "Customer") and UnityWorks. This Agreement will govern the working relationship between the Customer and UNITYWORKS under which UNITYWORKS will provide the Customer with certain online services (the "Services"). The Customer agrees to abide by the terms of this Agreement and any other terms and conditions, polices, terms of use, service schedules and payment schedules that govern any of the Services provided (collectively, "Service Terms and Conditions" and "Service Schedule"), which are expressly incorporated by reference herein and made part of this Agreement.

Services
The Services provided by UNITYWORKS to the Customer may include:
(1) Email Marketing
(2) Search Engine Marketing and Management
(3) Web Site Design and Application Development
UNITYWORKS will provide the Services to the Customer on the terms of this Agreement and any policies, terms and conditions of UNITYWORKS or its affiliates for the particular Services ordered by the Customer (the "Service Terms and Conditions") and the timeline for rendering and paying for such Services (the "Service Schedule"). At any time during this Agreement, the Customer may order additional or different Services from UNITYWORKS for which other Policies, Terms and Conditions and Service.

Payment
Payment for the Services are set out in the Proposal or Quotation offered by UnityWorks. The Customer will pay UNITYWORKS in accordance with the Proposal or Quotation for the Services it has ordered. All amounts payable to UNITYWORKS under the Proposal or Quotation are exclusive of sales and Value Added Tax (or any similar tax) which will be paid by the Customer at the rate and in the manner from time to time prescribed by law, and without deduction or set-off, within seven (7) days after the date of UnityWorks invoice. If any amount payable to UNITYWORKS by the Customer is not paid within ten (10) days after notice from UNITYWORKS that that sum has not been paid, then (without prejudice to UnityWorks's other rights and remedies) UNITYWORKS may (i) suspend the provision of any or all of the Services, and/or (ii) charge interest on the overdue amount on a daily basis from the due date to the date of actual payment. On the termination of the Services, the Customer will pay UNITYWORKS all unpaid charges accrued up to the date of termination. The Customer shall not be entitled to a refund of any charges or expenses paid in advance in the event of termination any of the Services unless specifically provided for in the Proposal or Quotation.

Customer Obligations
The Customer will, at its sole expense, abide by the provisions of and perform its obligations set out in the applicable Proposal or Quotation. The Customer will provide UNITYWORKS with all information, materials, documentation, resources and facilities reasonably requested by UNITYWORKS to allow UNITYWORKS to provide the Services. The Customer will ensure that its staff, contractors and other suppliers co-operate fully with UNITYWORKS and cause no unreasonable delay. Where UNITYWORKS needs the Customer to provide information or to make a decision, the Customer will do so promptly and so as not to delay UnityWorks.

Delays
Despite anything else contained in this Agreement and any Proposal or Quotation, neither party will be liable for any delay or failure in performing its obligations under this Agreement (except an obligation to make payment) if that delay or failure is caused by circumstances beyond its control (including, without limitation, any delay caused by any act or omission of the other party or any third party), and the party so delaying will be entitled to a reasonable extension of time for the performance of its obligations. UNITYWORKS will endeavor to comply with any timetable or dates set out in a Proposal or Quotation which UNITYWORKS has given to the Customer for the performance of the Services. However, any such timetable or dates are estimates only, and UNITYWORKS will not be liable for any delay or failure to perform in accordance with that timetable or those dates.

Intellectual Property Rights
This Agreement and any Proposal or Quotation do not confer any rights in the intellectual property of UNITYWORKS, including all copyrights, patents, trademarks, trade secrets, know-how, and other proprietary knowledge and information of UNITYWORKS that is associated with the Services. The intellectual property rights in all computer software, documentation, specifications and other materials which UNITYWORKS produces or supplies, and in all ideas, methodologies, inventions, discoveries, designs, concepts and work arising from any of the Services, as between the Customer and UnityWorks, belong solely to UnityWorks. If requested by UnityWorks, the Customer will do what is deemed necessary by UNITYWORKS (including executing any documents) to enable UNITYWORKS to enjoy, defend and enforce those rights. The contents of all reports, documents, specifications, presentations, software and documentation prepared, made or written by UNITYWORKS for or to the Customer, all advice given by UNITYWORKS to the Customer, all the methodologies used by UNITYWORKS in working for the Customer and the results of the work done by UNITYWORKS for the Customer, are for the use of the Customer only and the Customer will not divulge them to any third party or use them for any purpose other than for using the Services in accordance with this Agreement. The Customer acknowledges that it will not have any rights in respect of any products, software, materials or methodologies used by UNITYWORKS and owned by UNITYWORKS or any third party, and the Customer agrees to keep the same strictly confidential, except to the extent Customer is required to disclose such information by law.

Customer's Warranty
The Customer warrants to UNITYWORKS that the Customer has not been induced to enter into this Agreement by any warranties or representations, except those specifically contained in this Agreement as warranties. The Customer waives any claim for breach of any representation and for any misrepresentation, except fraudulent misrepresentation. The Customer warrants to UNITYWORKS that none of the information or materials that it provides to UNITYWORKS infringe the intellectual property or privacy rights of any third party, or contain anything which is obscene or defamatory, or which is a malicious falsehood, or will breach any applicable data or trade secret protection law. The Customer will indemnify UNITYWORKS against all claims, costs, damages, losses, expenses and liabilities incurred by UNITYWORKS in connection with any breach of any of the Customer's warranties or obligations in this Agreement and under any Proposal or Quotation.

UnityWorks’ Warranty and Liability
UNITYWORKS will perform the Services with commercially reasonable skill and care. If the Services are not provided in accordance with this warranty and the Customer notifies UNITYWORKS in writing of the non-compliance with this warranty within three (3) months after performance, UNITYWORKS will re-perform the Services. No representation or warranty is given that the Services or any deliverable, software, Web site, application or program associated with such will be uninterrupted or error free or that all errors, defects or deficiencies can be corrected or remedied. Because of the nature of the Internet, and the uncertainty of future events and any business venture, UNITYWORKS does not guarantee that its forecasts, projections, advice or recommendations, or the contents of any report, presentation or other document will be achievable, and the Customer acknowledges that UNITYWORKS provides such only to address specific circumstances of the Customer at the time given. All information supplied by UNITYWORKS will be supplied in good faith but the accuracy and completeness of any information obtained from, or based on information obtained from, the Customer or any third party is not guaranteed by UnityWorks. UNITYWORKS will not be liable in contract or in tort (including negligence, but not including gross negligence) or in any other way for any loss or damage sustained or incurred by the Customer or any third party (including, without limitation, any loss of use of any Web site, software or equipment, or loss of or spoiling of any data, or the results of processing any data) resulting from any defect, deficiency or error in any equipment or in any software or in any associated documentation, or for any failure or interruption of any telecommunications facilities or network systems. UnityWorks's liability for any loss or damage to tangible property of the Customer is strictly limited to that which has been caused directly by the gross negligence of UNITYWORKS or its employees acting in the course of their engagement and UNITYWORKS will not be liable for any loss or damage to any tangible property which exceeds the value of the property lost, or the cost of repairing the damage to the property (whichever is the less). UNITYWORKS will not be liable to the Customer for loss of profits, loss of business, loss of anticipated savings, loss of opportunity, loss of contracts, loss or spoiling of data or any indirect or consequential loss, whether arising from negligence, breach of contract or in any other way, and whether or not of a kind foreseeable by UnityWorks. UNITYWORKS will not be liable to the Customer for any loss arising out of any failure by the Customer to keep full and up-to-date security copies of the computer programs and data which it uses; the Customer's failure to comply with any technical prerequisites specified from time to time by the licensor of any software or the manufacturer of any equipment; any error or incompleteness in the Customer's data; any fault in any media; any delay or failure on the part of the Customer in providing any of the Customer's Information or data to UnityWorks; any delay or failure on the part of the Customer to notify UNITYWORKS of any error in any output or of any actual or suspected failure of, or error or defect in, any equipment, software, network or telecommunications system; any failure of the Customer to comply with the terms and conditions of this Agreement or any Proposal or Quotation; or any delay or failure on the part of any hardware or software supplier or maintainer to correct any fault or defect or to provide any other service. All terms, conditions, representations and warranties, express or implied, not set out in this Agreement or in the Proposal or Quotation are, to the fullest extent permitted by law, excluded from applying to this Agreement including (without limitation) any implied warranties, terms and conditions as to performance, fitness for purpose, merchantability and satisfactory quality. UNITYWORKS shall not be liable to the Customer for any breach of this agreement for failing to perform any obligation where such breach or failure was a result of any Act of God, insurrection or civil disorder, war or military operations, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, national or local emergency, acts or omissions of government, highway authority or other government authority, compliance with any statutory obligation, industrial disputes of any kind, the acts or omissions of other telecommunications operators or any cause beyond UnityWorks' reasonable control. The Customer acknowledges that it is fully aware and understands the exclusions and limitations on UnityWorks' liability in this Agreement and that UNITYWORKS is willing to undertake greater liability than that mentioned above or in any Proposal or Quotation only if UNITYWORKS is able to obtain insurance to cover fully its potential liabilities to the Customer and the Customer pays in advance for the cost of such insurance.

Term and Termination
This Agreement will be effective on the date of an initial order by the Customer for any of the Services or the date executed by the Customer (whichever is earlier), and will continue until all of the Services have been provided or until this Agreement is terminated (i) by UNITYWORKS immediately on giving notice in writing to the Customer if the Customer fails to pay any sum due to UNITYWORKS within ten (10) days after notice from UNITYWORKS that that sum has not been paid; (ii) by UNITYWORKS immediately on giving notice to the Customer if the Customer commits any other material breach of any term of this Agreement or any Proposal or Quotation; (iii) by either party immediately on giving notice to the other if the other is the subject of bankruptcy or ceases or threatens to cease to carry on its business; or (iv) by the Customer on giving notice to UNITYWORKS if UNITYWORKS commits any material breach of any term of this Agreement and (in the case of a breach capable of being remedied) has failed within thirty (30) days after receipt of notice of breach from the Customer, to remedy the breach. Any termination or expiry of a Service will not affect any accrued rights or liabilities of either party, nor will it affect the enforceability of any provision of this Agreement or of the Proposal or Quotation which is expressly, or by implication, intended continue in force after termination.

Waiver
No failure, waiver or delay by either UNITYWORKS or the Customer in enforcing any of its rights will prejudice or restrict those rights. No waiver of any right under this Agreement will operate as a waiver of any subsequent breach. No right, power or remedy conferred on or reserved to either UNITYWORKS or the Customer is exclusive of any other right or remedy available to it and each of those rights and remedies is cumulative.

Notices
All notices to be given under this Agreement will be deemed to have been provided only if delivered by hand, FedEx, fax or e-mail to the intended recipient at its last known address. The notice will be effective: if delivered by hand, on delivery; if sent by fax or e-mail, when the sender receives confirmation of error free transmission or of receipt; and if sent by FedEx, upon signed delivery.

Entire Agreement
This Agreement supersedes all prior agreements, arrangements, representations and undertakings between UNITYWORKS and the Customer with respect to the subject matter herein and, together with all Proposals or Quotations, constitutes the entire agreement between the parties relating to the subject matter of this Agreement. No addition to or modification of any provision of this Agreement or any Proposal or Quotation will be binding on UNITYWORKS or the Customer unless it is in writing and signed by each party's respective authorized representative.

Other Terms
This Agreement is governed by and is to be construed in accordance with Minnesota law, and UNITYWORKS and the Customer agree to submit to the exclusive jurisdiction of the Minnesota courts. If any clause in this Agreement or the Proposal or Quotation is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable wording shall be deemed omitted. If there is any conflict or inconsistency between the terms of this Agreement and any Proposal or Quotation, the terms of the Proposal or Quotation will prevail.