AGREEMENT

1. DEFINITIONS

1.1            Client Content. The equipment, software or materials that are supplied or made available by Client, including information content to be delivered through IOIO Software and Service.

1.2            Intellectual Property Rights. All current and future patents and other patent rights, utility models, trade secrets, copyrights, database rights, mask work rights, moral rights and all other intellectual property rights (except for trademarks, trade names and service marks) in any jurisdiction in the world, including all applications and registrations with respect hereto.

1.3            Marks. The names, logos, trademarks, service marks and trade names used by a party to identify and distinguish the source or origin of its products and services as provided by a party from time to time during the term.

1.4            IOIO Software and Service. The software applications and services provided by IOIO to Client as described in any Attachment hereto, including software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, trade secrets and any related intellectual property rights throughout the world (whether owned by IOIO or licensed to IOIO from a third party).

1.5            Network Provider. A party operating, providing, aggregating or managing wireless, mobile or wired telecommunications services, internet services, cable services or other similar communications services.

1.6            Respondent. A person who requests to receive or is a subscriber to Client Content or Client's services as delivered through IOIO Software and Service.

1.7            Taxes. Any applicable foreign, federal, state, or local taxes and charges assessed in connection with the IOIO Software and Service, including, without limitation, all governmental excise, use, sales, value-added and occupational taxes and other fees, or other similar surcharges and levies, but excluding any taxes based on IOIO's income.

1.8            Territory. The countries, provinces, states or geographic areas described as worldwide.

2. RESPONSIBILITIES OF IOIO

2.1            IOIO Software and Service. IOIO shall provide Client the software and services described in any Attachment hereto. IOIO may, in its reasonable discretion, immediately halt or terminate the IOIO Software and Service for a reasonable period of time in the event it receives notice, or reasonably suspects, that the content transmitted through the IOIO Software and Service may be unlawful or in violation of applicable laws or regulations, as solely determined by IOIO. In no event shall IOIO be liable or responsible for any damages of any kind or nature for interruption or termination of the IOIO Software and Service as a result of its exercise of rights hereunder. IOIO will use its best efforts to give Client notice and time to address any issues before shutting down such service.

2.2            Support Services. IOIO will provide customer support to Client for all IOIO Software and Services during regular business days from 9 a.m. to 5 p.m. EST. For the purposes of this Agreement, unless otherwise expressed in the SOW, “customer support” means e-mail, team collaboration tools, or telephone helpdesk support for Client. IOIO shall not be expected to provide any real-time customer support to Respondents, except as set forth in a specifically-executed Service & Support Agreement.

2.3            Service Interruptions. IOIO will from time to time perform periodic maintenance, which may interrupt Client's access to the IOIO Software and Service. IOIO acknowledges that the Client's business is dependent on the services provided and will use its best effort to give Client sufficient notice, and no less than 10 business days, to allow Client to arrange for alternative service. In no event shall IOIO be liable or responsible for any damages of any kind or nature for interruption of the IOIO Software and Service.  Client acknowledges that IOIO does not own or control the local circuit link, leased co-location space, leased space cross-connects, the networks of Network Providers, other networks outside of the connectivity to IOIO or its Network Providers, or the “Internet,” nor is IOIO responsible for performance (or non-performance) within such networks or within non-IOIO operated interconnection points between the connectivity and other networks.

2.4            Client Content. Client acknowledges that IOIO exercises no control over, and has no responsibility for, any content or data transmitted or maintained using the IOIO Software and Services, including the Client Content, nor the information or material accessible upon, or actions taken on, the Internet, and IOIO expressly disclaims any liability arising therefrom.

3. RESPONSIBILITIES OF CLIENT

3.1            Use of Software and Service. Client shall strictly comply with all conditions and restrictions described herein regarding the use of IOIO Software and Service.

3.2            Laws and Regulations. Client shall comply with all applicable laws and regulations of all applicable jurisdictions in connection with the IOIO Software and Service.

4. PAYMENT PROVISIONS

The provisions of this section shall only apply in the case of a direct relationship between Client and IOIO. If purchased through a third-party, the provisions of the Parties' respective relationships with said third-party shall govern.

4.1            Fees. Client shall pay all fees and charges (“Fees”) specified in the applicable Attachment then in effect, and shall pay any Taxes payable in connection with the IOIO Software and Service.  IOIO shall commence billing for IOIO Software and Service as specified in the applicable Attachment. Any non-recurring charges, administration fees, service deposits, or other initial fees shall be invoiced upon acceptance of this Agreement by IOIO. If IOIO is unable to deliver the IOIO Software and Service due to any delay or other reason caused by Client, IOIO may commence billing when IOIO would have been ready to deliver such IOIO Software and Service, as determined by IOIO in its reasonable discretion, but for such delay.

4.2            Payment.  All payments due hereunder will be made in the U.S. Dollars via wire transfer within thirty (30) days after the date of invoice. Client accounts are in default if payment is not received within thirty (30) days after the date of the invoice. Payment shall be remitted to IOIO at its principal offices, or as otherwise set forth in the applicable Agreement.

4.3            Delinquent Accounts. All fees and other charges not paid when due shall be subject to late charges equal to the lesser of (a) one percent (2%) per month of the overdue amount or (b) the maximum interest rate permitted under applicable law.

5. PROPRIETARY RIGHTS AND LICENSES

5.1            Trademark License. IOIO hereby grants Client during the term of this Agreement a non-exclusive, non-transferable, revocable, royalty-free and fully paid license to, include in promotions relating to, and uses of, the IOIO Software and Service a reference stating that the Mobile Initiatives are “Powered by IOIO.” Client, however, has no obligation to use such reference. This Agreement grants Client no additional rights to, and Client agrees not to, otherwise use, reproduce, distribute, publicly display or digitally perform any IOIO Marks and (b)Subject to Clients prior written approval, Client hereby grants to IOIO during the term of this Agreement a limited non-exclusive, non-transferable, royalty-free and fully paid license to use, reproduce, distribute, publicly display and digitally perform Client Marks in connection with the promotion and marketing of the IOIO Software and Service. All such uses of Client Marks by IOIO shall be to the benefit of Client.

5.2.           Client Content Ownership. As between Client and IOIO, and subject only to the licenses expressly granted by Client to IOIO hereunder, Client retains all right, title, and license to all Intellectual Property Rights associated with the Client Content, and IOIO shall at Client's sole cost and expense execute such documents and do such things Client may reasonably request in order to protect or enforce such Intellectual Property Rights.

5.3.           Development Ownership. As between Client and IOIO, and subject only to the licenses expressly granted by IOIO to Client hereunder, IOIO retains all right, title, and license to all Intellectual Property Rights associated with the IOIO Software and Service, including any intellectual property developed by IOIO during the course of this Agreement, and Client shall at IOIO's sole cost and expense execute such documents and do such things as IOIO may reasonably request in order to protect or enforce such Intellectual Property Rights.

5.4            Respondent Information. The names, identities, addresses and any personal information or data related to or about the Respondents (collectively “Respondent Information”) shall be exclusively owned by Client. Respondent Information shall be deemed Confidential Information under Section 8 below. Each party shall be solely responsible for its own compliance with all applicable state and federal laws and regulations governing the use and disclosure of Respondent Information.

6. REPRESENTATIONS; INDEMNIFICATION

6.1            Authority. Each party warrants to the other party that such party has the full corporate (or other applicable) right, power and authority to enter into this Agreement and to perform the acts required of it hereunder. The execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement by which such party is bound. When executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and (ii) each individual signing this Agreement on behalf of an entity warrants that he is duly authorized to sign and deliver this Agreement on behalf of the entity, in accordance with a duly adopted resolution of the governing body of the entity or in accordance with the charter documents of the entity, and that this Agreement is binding on that entity in accordance with its terms.

6.2            Indemnification of IOIO. Both parties agree to and do hereby indemnify, save and hold the other party and its affiliates, officers, directors, employees, agents, successors and assigns harmless from and against any and all losses, liabilities, damages and costs and all related costs and expenses (including reasonable attorneys' fees) arising out of, connected with or as a result of any inconsistency with, failure of, or breach by that party of any warranty, representation, agreement, promise, undertaking or covenant contained in this Agreement.

6.3            Indemnification of Client. IOIO shall indemnify, defend and hold harmless Client, including its subsidiaries and affiliates and their respective employees, officers, directors, representatives and agents, from and against any and all third party claims, actions, demands, losses, damages, settlements or expenses (including reasonable attorneys' fees) arising from or relating to any claim that the IOIO Software and Service (or use thereof by Client during the term) provided hereunder by IOIO infringes a patent, copyright, trademark, trade name or other intellectual property right.

7. LIMITATION ON LIABILITY.

EXCEPT WITH RESPECT TO LIABILITY UNDER SECTIONS 6 AND 8: (1) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY CLAIMING AS A PARENT, SUBSIDIARY, AGENT, ASSIGNEE, SUCCESSOR OR OTHER DERIVATIVE RELATION TO CLIENT FOR CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING PUNITIVE DAMAGES OF ANY KIND, LOSS OF REVENUE DAMAGES, LOSS OF BUSINESS OR LOST PROFITS OR LOST OR INACCURATE DATA DAMAGES OR OTHER FINANCIAL LOSS DAMAGES ARISING FROM ANY CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY AND (2) EXCEPT WITH RESPECT TO A CLAIM BY IOIO FOR BREACH OF PAYMENT OBLIGATION UNDER THIS AGREEMENT, THE LIMITATION OF LIABILITY SHALL BE THE LESSER OF ANY AMOUNTS OF TOTAL PAYMENTS CLIENT MAKES TO IOIO IN THE PRECEDING 12 MONTHS OR $50,000.00. EXCEPT AS OTHERWISE STATED HEREIN, NEITHER IOIO NOR ITS NETWORK PROVIDERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM THE LOSS, CORRUPTION OR ERASURE OF DATA, INABILITY TO ACCESS THE INTERNET, OR INABILITY TO TRANSMIT OR RECEIVE INFORMATION, DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF IOIO. THE PARTIES AGREE THAT THESE LIMITATIONS OF LIABILITY ARE ESSENTIAL TO THE BARGAIN HEREUNDER AND IN SUCH LIMITATIONS' ABSENCE THE TERMS/CONDITIONS WOULD BE SUBSTANTIALLY DIFFERENT.

8. CONFIDENTIALITY.

In connection with the performance of this Agreement, each party may disclose or have access to technical information, including without limitation, source code, plans and strategies, promotions, customers, the terms of this Agreement and other similar contracts, and related non-technical business information which the disclosing party considers to be confidential (“Confidential Information”). The party receiving any Confidential Information agrees, during the Term and for a period of three (3) years after the expiration or termination of this Agreement, to maintain the confidential status of such Confidential Information and not to use any such Confidential Information other than to exercise its rights and perform its obligations under this Agreement, and not to disclose any of such Confidential Information to any third party, except (a) as required by applicable law or regulation (b) to their respective affiliates and professional advisors or (c) in the event that the Confidential Information becomes publicly known.

9. RELATIONSHIP BETWEEN THE PARTIES.

The parties shall act and operate as independent contractors. This Agreement does not create or constitute a joint venture, partnership or similar arrangement between IOIO and Client.

10. TERM AND TERMINATION

The provisions of this section shall only apply in the case of a direct relationship between Client and IOIO. If purchased through a third-party, the provisions of the Parties' respective relationships with said third-party shall govern.

10.1         Term. This Agreement shall become effective as of the Effective Date and, unless terminated earlier pursuant to the terms of this Agreement, shall remain in effect for a period of twelve months.  At the end of the Term, the Agreement shall automatically renew at the rates and terms described in the accompanying payment schedule, unless otherwise indicated by either party in writing no less than thirty (15) days prior to the expiration of the Term then in effect. If the parties enter into any amendment related to this Agreement and the term of such amendment extends beyond the then-current Term of this Agreement, the then-current Term of this Agreement shall be deemed to be amended to expire on the date such amendment expires, subject to renewal for additional terms as provided for in this section.

11. MISCELLANEOUS

11.1         Notices.  All notices, communications, demands and payments required or permitted to be given or made hereunder or pursuant hereto shall be sent by certified or registered mail, postage prepaid to the address for each party first stated above, or to such other address as the receiving party may specify in writing from time to time for such purpose.

11.2         Non-Solicitation. During the term of this Agreement and continuing through the first anniversary of the expiration or termination of this Agreement, Client shall not, and shall ensure that its affiliates do not, directly, solicit or attempt to solicit for employment any persons employed by IOIO or contracted by IOIO to provide services to Client.

11.3         No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of Client.

11.4         Governing Law and Venue. This Agreement and any disputes arising under, in connection with, or relating to this Agreement will be governed by the laws of the State of New York.  Any proceeding brought by one party against the other shall take place in, and the parties hereby submit to the jurisdiction of, the state and federal courts located in New York.

11.5         Severability. If any provision of Agreement conflicts with the applicable law or is held invalid by an arbitrator or court with jurisdiction, such provision will be restated to reflect the original intentions of the parties in accordance with the law and the remainder of the Agreement will remain in effect.

11.6         Vendors and Subcontractors. IOIO may provide all or part of the IOIO Software and Service through its vendors, affiliates, or subcontractors.

11.7         Entire Agreement; Waiver; Modification; Assignment. This Agreement, and any Attachments and exhibits, shall constitute the entire agreement between the parties. This Agreement and any attachment and exhibits are the final, entire and complete agreement between IOIO and Client and supersede any and all prior and contemporaneous negotiations and oral representations and agreements regarding the subject matter of this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. This Agreement may not be modified except by a writing executed by both parties that expressly states that such modification is intended.  This Agreement may not be assigned by either party without the prior written consent of the other party. Any assignment in violation of this provision shall be null and void.  Any acquisition of Client by a third party shall not be deemed to be an assignment for the purposes of this Agreement.