Subscription Agreement

THIS AGREEMENT GOVERNS YOUR USE OF THE PRINTEROCITY PLATFORM. IN CONSIDERATION OF US MAKING THE PLATFORM AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL ADDENDUMS TO IT AND ANY REVISIONS. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU AND THAT YOU HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO BE BOUND BY IT. YOU FURTHER AGREE THAT THIS AGREEMENT AND ALL ADDENDUMS TO IT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN US AND SUPERSEDE ANY PROPOSAL OR PREVIOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN US RELATING TO YOU ACCESSING OR USING THE PLATFORM.

Background

This subscription agreement (the “Agreement”) is by and between PDC USA, LLC, a Florida limited liability company d/b/a “Printerocity” (“Licensor”, “us” or “we”) and the subscriber (“Licensee” or “you”) detailed in the quotation signed by the parties (the “Quotation”). It sets forth the terms and conditions of Licensee’s subscription to the Platform. As a condition of the Subscription, Licensee must accept this Agreement in its entirety. It is a fairly lengthy agreement and it contains important provisions that govern your rights and obligations. At our sole discretion we may modify the Agreement at any time and such changes will be effective immediately. You hereby waive any right you may have to receive notice of such changes and you will be bound by such modifications. The Agreement will remain in full force and effect until terminated in accordance with termination provisions set forth below. If the Agreement is modified we will upload an amended Agreement to the website located at www.printerocity.com (or any alternative or replacement website, together the “Site”). At any particular time, the version of the Agreement that will govern your relationship with us and our rights and obligations with respect to the Platform will be that version of the Agreement appearing on the Site at the time you last accessed the Platform.

1. Definitions

In this Agreement the following terms shall have the following meanings:

Addendum” means any document expressly identified by the Licensor as an addendum to this Agreement and to which the Licensee is subject (by virtue of the elements of the Platform that the Licensor has made available to it, at the request of the Licensee);

Authorized User” means any individual who is employed or engaged under contract as part of the Licensee’s staff and with respect to whom the Licensor has set up a User Account;

Business day” means any day, in which ordinary business is conducted, excluding Saturdays, Sundays, and all Federal Holidays;

Click Fee” means the amount set forth in the Quotation under the heading Click Fee;

Client Templates” means editable web-to-print templates prepared by the Licensee and hosted on the Platform and used by Customers in connection with Jobs;

Customer” means any person to whom the Licensee supplies products or services;

Customer Information“means the Customer’s name, address, contact details and order details;

End User License Agreement” means the Licensor’s (or its affiliate’s) written terms and conditions which govern the use of Client Microsites and Printerocity Shops by Customers;

Initial Subscription Fee” means the amount set forth in the Quotation under the heading Initial Subscription Fee;

Job” means each Customer order pertaining to the Licensee’s Workgroup Account identified by a Unique Job Number;

Licensee Confidential Information” means any information about the Licensee and its business divulged by the Licensee, received, or obtained by the Licensor prior to or during the period of this Agreement which is either marked or expressed by us as confidential or which may be reasonably considered to be confidential;

Licensee Content” means all data, graphics, and information including Customer Information that the Licensee submits in connection with its use of the Platform or the Subscription;

Licensee Products” means those products and services particulars which are uploaded to the Platform by the Licensee to be supplied to its Customers via the Platform;

Licensor Confidential Information” means any information about the Licensor, any aspect of the Platform, or any aspect of Licensor’s business or business methods divulged by the Licensor, received, or obtained by the Licensee prior to or during the period of this Agreement which is either marked or expressed by us as confidential or which may be reasonably considered to be confidential;

Monthly Subscription Fee” means the amount set forth in the Quotation under the heading Monthly Subscription Fee;

Client Microsite” means each order management account within the Platform made available under password to the Licensee’s Customers;

Platform” means such of the Licensor’s (or its affiliate’s) proprietary software (including but not limited to Flyerlink, Client Microsite, and Printerocity Shop modules) hosted by or on behalf of the Licensor and parts of which are accessible using internet web browser-based technology;

Principal Location” means the address given in the Quotation for the First Principal Location and any additional locations set forth in the Quotation under the heading Special Terms and Conditions;

SLA” means the Service Level Agreement set forth in Schedule 2;

Subscription” means the Subscription Plan relevant to this Agreement, which the Licensee has elected, as set forth in the Quotation;

Subscription Plans” means the various packages offered by the Licensor which determine the degree of access to the Platform, level of support and ancillary services that are available to the licensee, the Licensee acknowledging that differing, and not all, elements and functionality of the Platform are made available pursuant to various different Subscription Plans offered by the Licensor;

System Fee” means the amount set forth in the Quotation under the heading System Fee;

Trade Name” means the name “Printerocity” the name “Printing.com” and any other trade names, trademarks, service marks, domain names, logos, symbols, emblems, insignia, or indicia belonging to the Licensor or its affiliates whether or not registered or capable of registration;

Unique Job Number” means the unique identification number generated by the Platform with respect to each Job;

User Account” means the password and username supplied to Authorized Users to access the Workgroup Account;

User Guide” means the written specification of the methods, processes, techniques, systems, and schemes devised and compiled by the Licensor to be observed and implemented by the Licensee in using the Platform, at any time hereafter made available to the Licensee;

Printerocity Shop” means any publicly accessible website (which is determined by the Platform as being a separate Printerocity Shop in its own right) made available to the Licensee by the Licensor pursuant to an Addendum to this Agreement;

Workgroup Account” means the order management account within the Platform made available to the Licensee’s Authorized Users.

1.1 The headings used in this Agreement are included for convenience only and are not to be used in construing or interpreting this Agreement.

1.2 Any reference in this Agreement to any statute, decree, law, statutory instrument or other regulation having the force of law shall be deemed to include any lawful modifications thereto or re-enactments thereof after the execution date of this Agreement.

1.3 Any reference to the plural shall include the singular, any reference to the singular shall include the plural, and any reference to one gender shall include all genders.

1.4 Any reference to a person shall include natural persons, partnerships, and other such unincorporated bodies, corporate bodies and all other legal persons of whatever kind or however constituted.

1.5 Any reference to a clause or schedule shall,unless otherwise specifically provided, be a reference to a clause or schedule of this Agreement.

1.6 Any obligation of a party not to act shall be deemed to include an obligation not to permit such act to be done by another person under the control of the party that is subject to the obligation in question.

1.7 The words include, includes, including, and included shall be construed without limitation.

2. Appointment, Commencement and Term.

2.1 The Licensor hereby grants to the Licensee during the term of this Agreement and upon the terms and conditions herein contained the non exclusive, non sub licensable, non transferable right and license to use (limited to the number of Authorized Users and predominantly from, and with respect to the material business activities of the Licensee operated from, the Principal Locations) those functions and features of the Platform which are universally available to all other licensees that have elected the same Subscription.

2.2 The term of this Agreement shall commence on the execution date of the Agreement and shall continue in force, subject to earlier termination as provided in this Agreement, for the period set forth in the Quotation under the heading Term and thereafter unless and until terminated by either party, pursuant to this Agreement or by giving to the other party not less than three months prior notice.

3. Fees and Payment.

3.1 The Licensee agrees to pay the Initial Subscription Fee to the Licensor on the payment date(s) set forth in the Quotation.

3.2 Each calendar month (except the first calendar month) during which any part of that calendar month this Agreement is in force, the Licensee agrees to pay to the Licensor the Monthly Subscription Fee which the Licensor shall invoice monthly in advance.

3.3 The Licensee agrees to pay to the Licensor, the following:

3.3.1 a System Fee with respect to each Job for Licensee Products which the Licensor shall invoice monthly in arrears; and

3.3.2 a Click Fee with respect to each Job, that has utilized a Client Template, regardless of whether such Job was for Licensee Products or products supplied to the Licensee pursuant to any Addendum to this Agreement or any other agreement between the Licensee and Licensor, which the Licensor shall invoice monthly in arrears.

3.4 Unless otherwise stated, all sums payable by the Licensee to the Licensor under or in connection with this Agreement shall be paid as set forth in the Quotation under the heading Payment Terms, to the Licensor’s bank account, by the method set forth in the Quotation under the heading Payment Method or such other method as the Licensor may reasonably require. Further all such sums shall be deemed exclusive of applicable sales tax which shall be payable in addition.

3.5 The Licensor reserves the right to allocate funds received from the Licensee against invoices pursuant to this Agreement or any other Addendum to this Agreement or any other agreement between the Licensee and the Licensor.

3.6 In addition to any other remedy the Licensor may have under this Agreement or at law, if at any time any amount which is due to be paid by the Licensee to the Licensor (pursuant to this Agreement or any other Addendum to this Agreement or any other agreement between the Licensee and Licensor) has not been paid on the due date for payment, or where any credit limit granted by the Licensor to the Licensee (which shall be set by the Licensor at its absolute discretion and which may vary from time to time, based on the Licensee’s credit worthiness or other information at the Licensor’s disposal) has been exceeded the Licensor shall have the right to deactivate or suspend all or any part of the Licensee’s User Accounts relating to any systems or services made available to the Licensee pursuant to this Agreement or any other Agreement between the Licensee and the Licensor.

4. Obligations of the Licensor.

The Licensor agrees as follows:

4.1 With regard to training and/or support that the Licensee is entitled to receive under the Subscription (the training and support applicable to the Subscription being set forth in Schedule 1, or if different as set forth in the Quotation under the heading Special Terms and Conditions), the Licensor shall only be obliged to provide such training and/or support for which it has received the Licensee’s written request and the Licensor, in consideration of the period of time for which the Licensee has been party to this Agreement and the volume and or type of training and/or support requested, considers that it is reasonable to provide the training and/or support requested. Following the Licensor’s receipt of a reasonable request, the Licensor will offer such training and/or support at such times and such places as the Licensor considers reasonable. The Licensor shall notify the Licensee of the training and/or support that the Licensor will provide. If the Licensee fails to attend such training and/or support the Licensor shall have no further liability to provide, or offer to provide, the element of training and/or support of which the Licensee was notified; and

4.2 To use all commercially reasonable efforts to meet the service levels set forth in Schedule 2. In the event that such service levels are not achieved, with respect to the calendar month in which the failure to achieve the service levels occurred, there may be a reduction in the Monthly Subscription Fee payment according to the table set forth in Schedule 2. The Licensee acknowledges and agrees, notwithstanding any other provision of this agreement (including the provisions of clause 10.3) and notwithstanding any right or remedy that the Licensee may have under this Agreement or at Law, the reduction in Monthly Subscription Fee as set forth in this clause, shall be the only remedy available to the Licensee; accordingly, the Licensee shall not be entitled to any other compensation, damages, or similar with respect to a failure to achieve the service levels.

5. Obligations of the Licensee.

The Licensee agrees as follows:

5.1 That the Licensee is not granted any right or license to use, in any way, whether in writing or orally, any Trade Name; accordingly, the Licensee is strictly prohibited from using and/or referring to any Trade Name in its dealings with its Customers or otherwise in connection with its business save where such information is required as part of a confidential bona fide tender process;

5.2 To comply with all reasonable technical advice and instructions given by the Licensor with regard to the use of the Platform and to use the Platform strictly in accordance with the User Guide and such advice, know‑how, and guidance made available to it by the Licensor. The Licensee acknowledges and agrees that the Licensor shall have no liability to the Licensee with respect to any matter complained of by the Licensee where the matter in question would have been avoided if the Licensee had adhered to the User Guide or advice, know‑how, and guidance made available to it by the Licensor;

5.3 To comply with all laws, statutes, bylaws, regulations, and requirements of any government or other competent authority relating to the Licensee and/or the use of the Platform (including any legislation that concerns the collection and/or provision of personal data including the Customer Information);

5.4 Not to, or purport to, sell, assign, transfer, convey, charge, or sublicense its rights under this Agreement, nor anything made available to it by the Licensor pursuant to this Agreement, including but not limited to providing, leasing, lending, subcontracting, or using for timesharing or other purposes any such rights; and

6. Platform, Client Microsites, Printerocity Shops and Licensee Content.

6.1 The Licensee acknowledges and agrees that the Licensor may in its absolute discretion, at any time and without notice, make any additions, amendments, modifications, and changes to any aspect of the Platform as it sees fit and the Licensee shall have no right to use or require the Licensor to allow it to use or supply the Platform that was in operation prior to the addition, amendment, modification, or change in question.

6.2 To the extent that the Licensee’s use of the Platform enhances or improves Customer experience, use, enjoyment of, or interaction with any aspect of the Platform and with respect to any idea or invention that the Licensee makes with respect to the Platform, the Licensee grants an irrevocable, payment and royalty-free license without limit in time (together with an unrestricted right to sub-license) to the Licensor to replicate such use and exploit such idea or invention.

6.3 The Licensee acknowledges and agrees that all Client Microsites and Printerocity Shops are made available by the Licensor to Customers subject to the End User License Agreement which the Licensor shall be entitled to make accessible from such Client Microsites, Printerocity Shops or in any other manner to the Customer.

6.4 The Licensee acknowledges and agrees that the number of active Client Microsites that are available to it is limited to the aggregate number set forth in the Quotation (the Licensor may make additional Client Microsites available at the rates it offers from time to time).

6.5 Upon the termination or expiration of this Agreement for any reason, the Licensor shall cease to make all Client Microsites or Printerocity Shops available to the Customers and shall deactivate the Customers access rights, usernames or passwords, and shall not exploit for financial gain any Licensee Content, Customer Information, or Client Templates created by the Licensee and associated with such Customers. Notwithstanding the foregoing, while the Licensee shall retain its copyright in any design created by it for any Client Template nothing in this Agreement shall give the Licensee any other rights in any Client Templates.

6.6 The Licensee retains all right, title and interest in and to the Licensee Content and during the term of this Agreement grants to the Licensor a non-exclusive, non-transferable, worldwide, fully-paid license to use, copy, and modify the Licensee Content solely to the extent necessary and for the sole purposes of complying with its obligations under this Agreement.

7. Workgroup Account, User Accounts and Authorized Users.

7.1 The Licensee acknowledges and agrees that it is responsible for ensuring its Authorized Users keep all User Accounts confidential and do not allow unauthorized persons to access User Accounts. Furthermore, the Licensee acknowledges and agrees that it shall be liable for all activities that occur under all User Accounts or in connection with the Licensee’s Workgroup Account and in this regard, shall indemnify and keep the Licensor, its affiliates, and their respective shareholders, directors, officers, and employees indemnified against all claims, demands, actions, costs, expenses (including, but not limited, to legal costs and disbursements), losses, damages, and any other liability arising from, suffered, or incurred by reason of any use or alleged use of the User Accounts or Workgroup Account by any person whether or not authorized by the Licensee. Furthermore, the Licensee agrees to immediately notify the Licensor of any unauthorized use of any User Accounts or Workgroup Account. The Licensee accepts and agrees that the Licensor shall not be liable for any loss or damage arising from the Licensee’s failure to adhere to the forgoing.

8. Termination.

8.1 The Licensor may terminate this Agreement by giving notice in writing to the Licensee on the happening of any of the following events:

8.1.1 the Licensee commits a material breach of its obligations under this Agreement; or

8.1.2 the Licensee commits a breach (other than a failure to pay money which is addressed in clause

8.1.3 below) which is not remedied to the satisfaction of the Licensor within 10 days of the date of service of a written notice outlining the breach and requiring its remedy; or

8.1.3 if the Licensee shall at any time fail to pay any amounts due and payable to the Licensor hereunder within 7 days of the Licensor’s written notice demanding payment of such sum.

8.2 The Licensor may terminate this Agreement by notice to the Licensee (which notice may be given by any means, including orally over the telephone, that the Licensor considers the most expedient) in the event the Licensee suffers any event or takes any action which could reasonably be considered to indicate that the Licensee is insolvent or at risk of becoming so in the relatively near future including insolvent liquidation, a declaration of bankruptcy, the presentation of a bankruptcy or winding up petition which is not withdrawn, dismissed or discharged within 30 days of its presentation or the appointment of an administrator, receiver or similar over any of the licensee’s assets or undertaking.

8.3 Without prejudice to any other right or remedy available to the Licensor (whether pursuant to this Agreement, including the right to terminate this Agreement, at law or otherwise) in circumstances where the Licensor has the right to terminate this Agreement pursuant to clause 8.1 or 8.2 the Licensor may deactivate or suspend all or any part of the Licensee’s User Accounts relating to any systems or services made available to the Licensee pursuant to this Agreement or any other agreement between the Licensee and the Licensor.

9. Consequences of Termination.

9.1 Upon the termination or expiration of this Agreement for any reason, the Licensee shall:

9.1.1 immediately pay to the Licensor the full amount of all monies then or thereafter due together with any interest thereon up until the date of payment; and

9.1.2 return to the Licensor or otherwise dispose of or destroy as the Licensor shall direct any Licensor Confidential Information or other property of the Licensor.

9.2 The expiration or termination of this Agreement shall be without prejudice to the accrued rights of the parties and any provision of this Agreement which expressly or by implication relates to or governs the acts of the parties subsequent to such expiration or termination shall remain in full force and effect and shall be enforceable notwithstanding such expiration or termination.

10. Warranties and Liability.

10.1 Each party warrants that it has the right to enter into this Agreement.

10.2 The Licensor shall not in any event be liable for any, indirect, special, or consequential loss, any loss of profits, any loss of bargain, any loss of opportunity, or loss or corruption of data in connection with or arising out of or in connection with this Agreement and/or the Licensor’s negligence.

10.3 Without prejudice to the above provision of this clause 10, the Licensor’s entire liability with respect to any claim under or arising out of this Agreement (“a Claim”) shall be limited to an amount equal to the total fees paid by Licensee to Licensor in the twelve (12) months preceding the Claim.

11. Confidentiality.

11.1 The Licensee shall maintain secret and confidential the terms of this Agreement and all Licensor Confidential Information. The Licensee shall respect the Licensor’s proprietary rights in the Licensor Confidential Information and the Licensee shall use it exclusively for the purpose of this Agreement.

11.2 The Licensee acknowledges that all members of its staff who have access to any Licensor Confidential Information shall be subject to the obligations of this agreement and specifically, this clause 11 and have been made aware of these obligations prior to being give access to any Licensor Confidential Information (whether as a result of the Licensee’s direct disclosure or otherwise).

11.3 The obligations imposed by this clause shall not apply to any Licensor Confidential Information which is at the date of this Agreement in the public domain without any restriction on its use or which later comes into the public domain otherwise than by reason of the Licensee’s breach of any of its obligations under this Agreement or a breach by any member of the Licensee’s staff of any obligation of confidentiality that they are subject to.

11.4 The Licensor shall only use or disclose the Licensee Confidential Information for the purposes of performing its obligations under this Agreement.

11.5 The obligations imposed by this clause 11 shall survive the modification, renewal, expiration or termination of this Agreement.

12. Acknowledgments by the Licensee.

12.1 The Licensee hereby acknowledges the exclusive rights of the Licensor to own the Platform and all matters comprised therein and itself to utilize the same and to grant to any other person a license to use the Platform and to amend and modify the same by modification, addendum, renewal, substitution, or otherwise. The Licensor retains all right, title and interest in and to the Platform and related intellectual property and nothing in this Agreement conveys any ownership interest to the Licensee.

12.2 The Licensee acknowledges and agrees that the Platform is configured with an assumption that the Licensee is required to pay state sales tax and that the Licensor shall have no obligation to modify the Platform to function differently in the event that the Licensee is not required to pay state sales tax.

12.3 The Licensor shall make all reasonable efforts to keep the Platform secure. Notwithstanding this, the Licensee acknowledges and agrees that the internet is not a fully secure medium and due to the nature of the internet it is possible that viruses, worms, trojan horses or other similar harmful or deleterious programming routines (“Bugs”) may be inadvertently communicated by or downloaded from the Platform and that the Licensor shall not be responsible or liable for any Bugs that may infect or otherwise impact the Licensee’s use of its computer equipment or other property by virtue of its access to, use of, or browsing of the Platform or downloading of any content from the Platform. The Licensor recommends that the Licensee installs appropriate anti-virus or other protective software.

12.4 The Licensee acknowledges and agrees that the Licensor provides the Platform as-is and with all faults. Accordingly, the Licensee agrees that, to the full extent permitted by law, all other warranties and representations, whether oral or in writing and whether implied by statute, common law, or otherwise relating to the Platform (including but not limited to performance, security, non infringement of third party rights, integration, merchantability, satisfactory quality, or fitness for a particular purpose) and which the Licensee would otherwise have the benefit of, are hereby disclaimed and excluded. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED.

12.5 The Licensee acknowledges and agrees that the Licensor makes the Platform available through the internet to the extent commercially reasonable, and subject to outages, communication and data flow failures, interruptions, and delays inherent in internet communications. The Licensee acknowledges and agrees that the Licensor does not warrant that access to the Platform will be uninterrupted or error free and acknowledges that problems with the internet, including equipment, software and network failures, impairments or congestion, or the configuration of the Licensee’s computer systems, may prevent, interrupt, or delay the Licensee’s access to Platform and that the Licensor is not liable for any delays, interruptions, suspensions or unavailability of the Platform attributable to problems with the internet or the configuration of the Licensee’s computer systems. The Licensee acknowledges that access to the Platform requires the use of services supplied by the Licensor’s (or its affiliate’s) internet service providers and is made available subject to the relevant third party’s acceptable use policies which the Licensee agrees to be bound by and to adhere to. Notwithstanding anything to the contrary in this Agreement, access to any mobile friendly version of Platform accessed by mobile devices may be terminated or suspended at any time.

12.6 The Licensee acknowledges and agrees that the Platform may include products, services, software and content supplied by, and hypertext links to websites owned, operated, controlled and/or provided by, third parties (“Third Party Content”). The Licensee’s use of any Third Party Content may be subject to the relevant third party’s terms and conditions and the Licensee agrees to be bound by any such terms and conditions identified by the Licensor. The Licensee further acknowledges and agrees that the Licensor gives no promises about the quality, security, accuracy or any other aspect of any Third Party Content, and excludes any and all liability arising from the Licensee’s use of it, and the presence of a third party’s advertising or other content on the Platform does not in any way give rise to, or otherwise imply, a recommendation, endorsement, or other representation on the Licensor’s part with respect to the third party’s comments, products, or services.

12.7 The Licensee acknowledges that the Platform contains Third Party Content which may cease to be available to the Licensor (including, but not limited to, Adobe Inc.’s InDesign Server software) and agrees that the licensor shall be entitled, without incurring any liability to the Licensee, to withdraw the availability of any part of the Platform that relies on such Third Party Content.

12.8 The Licensee acknowledges and agrees that it is the Licensee’s responsibility to obtain and maintain at its cost all necessary hardware and software required to access and use the Platform and that the Licensor shall have no obligation to the Licensee in this respect.

12.9 The Licensee acknowledges and agrees that it is a condition of this Agreement that the neither Licensee nor any officer, director, or employee of the Licensee shall knowingly or having ought reasonably to have known give to the Licensor any false or misleading information or makes any misrepresentation in connection with this Agreement.

12.10 The Licensee acknowledges and agrees that no rights in the Licensor’s intellectual property, being any copyright, design, patent, trademark, service mark, trade name, or other so called intellectual property right (whether registered or unregistered and whether existing now or at any time in the future), is granted to the Licensee by this agreement. Furthermore, the Licensee acknowledges and agrees that the goodwill and all other rights in and associated with the Platform (including any rights in and/or to any innovations and/or additions to the Platform made by the Licensee and which the Licensor has elected to incorporate into the Platform) and any other property (including any intellectual property rights, business methods, systems, and know-how of the Licensor) vest absolutely with the Licensor and that it is the intention of the parties that all such rights and property will at all times and for all purposes remain vested with the Licensor, and in the event that any such rights or property at any time accrue to the Licensee by operation of law or otherwise the Licensee will at the Licensor’s request immediately, on demand, do all such acts and execute all such documents as the Licensor shall deem necessary to vest such rights and/or property absolutely with the Licensor.

12.11 The Licensee acknowledges and agrees that it shall not (and may not allow any third party to):

12.11.1 decompile, mirror, translate, disassemble or otherwise reverse engineer any part of the Platform, source code, algorithms, or underlying ideas of the Platform;

12.11.2 provide, lease, lend, subcontract, sublicense, re-publish or use for timesharing, service bureau or hosting purposes any or all of the Platform;

12.11.3 reproduce, modify, copy, distribute, publish, display or create derivative works of any or all of the Platform; or

12.11.4 alter, remove, or obscure any copyright, trademark or other proprietary notices or confidentiality legends on or in the Platform.

13. No Partnership or Agency.

13.1 The Licensee shall not pledge the credit of the Licensor nor represent itself as being the Licensor nor an agent, partner, employee, or representative of the Licensor and shall not hold itself out as such nor as having any power or authority to incur any obligation of any nature express or implied on behalf of the Licensor and nothing in this Agreement shall operate so to constitute the Licensee an agent, partner, employee, or representative of the Licensor.

14. Indemnity by Licensee.

14.1 The Licensee hereby agrees and undertakes fully and effectively to indemnify and keep indemnified the Licensor and its affiliates and their respective shareholders, directors, managers, members, officers, employees and agents from and against all damages, loss, claims, demands, expenses (including legal and professional expenses), costs and any liabilities whatsoever which they or the Licensor may at any time incur as a result of any breach by the Licensee of any provisions of this Agreement or the Licensee’s use of the Platform or graphic files, data or any other information supplied by the Licensee to the Licensor or the Licensee’s negligence. This obligation shall survive termination of this Agreement for any reason.

15. General.

15.1 The Licensor may assign, transfer, sub-contract or otherwise deal with any of its rights, benefits, or obligations under this Agreement and this Agreement shall inure to the benefit of the successors and assigns of the Licensor and in this regard the Licensee shall do all such acts and execute all such documents as the Licensor shall require.

15.2 All rights and licenses not specifically and expressly granted to and conferred upon the Licensee by this Agreement are for all purposes reserved to the Licensor.

15.3 Each of the restrictions and provisions contained in this Agreement and in each clause and sub‑clause hereof shall be construed as independent of every other such restriction and provision to the effect that if any provision of this Agreement or the application of any provision to any person, firm, or company or to any circumstances shall be determined to be invalid and unenforceable, save as provided in clause 15.4 below, such determination shall not affect any other provision of the Agreement or the application of such provision to any person, firm, company, or circumstance all of which other provisions shall remain in full force and effect.

15.4 In the event that any provision of this Agreement shall be held to be invalid or unenforceable by a court of law or other competent authority in a way which in the sole opinion of the Licensor materially, adversely affects the right of the Licensor to receive payment or other remuneration or the terms on which the Licensor supplies goods or services to the Licensee, the Licensor may without liability terminate this Agreement by notice in writing to the Licensee to that effect and in such circumstances the provisions of clause 9 above will apply.

15.5 The Licensor shall not be liable for any non performance of any of its obligations under this agreement to the extent that such non performance arises from circumstances beyond the reasonable control of the Licensor.

15.6 No failure of the Licensor to exercise any power given to it hereunder or to insist upon strict compliance by the Licensee or any Guarantor with any obligation or condition hereof and no custom or practice of the parties contrary to the terms hereof shall constitute a waiver of any of the Licensor’s rights hereunder.

15.7 No waiver by the Licensor of any particular default by the Licensee shall affect or impair the Licensor’s rights with respect to any subsequent default of any kind by the Licensee, nor shall any delay or omission of the Licensor to exercise any rights arising from any default affect or impair the Licensor’s rights with respect to the said default or any other default of the Licensee hereunder. Subsequent acceptance by the Licensor of any payments by the Licensee shall not be deemed a waiver of any preceding breach by the Licensee of any of the terms covenants or conditions of this Agreement. Any full or partial exercise of any remedy available to the Licensor under this Agreement shall be without prejudice to any other right or remedy available under this Agreement, at law or otherwise, to the Licensor all of which such remedies shall remain fully exercisable.

15.8 Unless otherwise specifically provided no notice given under this Agreement shall be effective unless it is in writing, addressed to the recipient at its address contained in this Agreement (or such other address as shall have been notified from time to time to the sender). A notice shall be deemed to have been properly given if delivered by hand during normal business hours, upon delivery or if sent by certified mail, on the first Business day after mailing.

15.9 This Agreement (which includes any Addendums to it) constitutes the entire agreement between the parties and supersedes all prior agreements in connection with the subject matter hereof. No director, employee or agent of the Licensor is authorized to make any representation or warranty not contained in this Agreement and the Licensee acknowledges that he has not relied on any such oral or written representations.

15.10 The parties agree that no person who is not a party to this Agreement shall have any rights hereunder to rely upon or enforce any term of this Agreement.

15.11 This Agreement and the Addenda shall be governed by, interpreted under, and construed in accordance with the laws of the State of Florida without regard to its conflict of laws principles. The exclusive venue for any controversy arising under or in connection with this Agreement or the Addenda shall be in the United States District Court for the Middle District of Florida, Jacksonville Division. If this Court lacks subject matter jurisdiction for any reason, an action may be brought in the Circuit Court in and for Duval County, Florida.


Schedule 1

Training & Support

Training and Support is provided according to the table below.

Subscription name

Printerocity Basic

Printerocity
Shop

Printerocity Plus

printing.com

On-site support

No on-site training

No on-site training

No on-site training

No on-site training

Documentation

On-line and access to a message board

On-line and access to a message board

On-line and access to a message board

On-line and access to a message board

Access to Webinars

Unlimited access to public group webinars hosted by the Licensor(i.e. may also be accessed by other licensors of the Platform)

Unlimited access to public group webinars hosted by the Licensor(i.e. may also be accessed by other licensors of the Platform)

Unlimited access to public group webinars hosted by the Licensor(i.e. may also be accessed by other licensors of the Platform)

Unlimited access to public group webinars hosted by the Licensor(i.e. may also be accessed by other licensors of the Platform)

The Licensor may make additional on-site support and classroom classes available at the rates it offers from time to time.

Schedule 2

Service Level Agreement

The Licensor agrees to meet the following service levels:

  • Availability of the Platform shall exceed 98%, excluding planned downtime for maintenance events. The Licensor will use all reasonable endeavours not to have planned downtime between the hours of 9am – 5pm (local time for the Licensee) on any given Business day (“the Key Hours”), in the event that planned downtime is required during such hours the Licensor will give notice of such planned down time (by email, message board post, newsfeed or other such method as the Licensor shall decide). The Licensor shall endeavour to give as much notice as possible, and planned downtime, outside of the Key Hours shall not exceed 8 hours.
  • The Platform uses industry-standard system security, including without limitation firewall and intrusion detection, and 128 bit encryption via HTTPS/SSL protocols.
  • The Platform uses industry-standard antivirus software and procedures.
  • The Licensor performs weekly full and daily incremental backups of the Platform.

 

Platform availabilityexcluding planned downtime

Reduction in relevant month’s Monthly Subscription Fee

Less than 98% and greater than 97%

25%

Less than 97% and greater than 96%

50%

Less than 96% and greater than 95%

75%

Less than 95%

100%


ADDENDUM (templatecloud extension)

1. Operative provisions.

In this Addendum the following expressions shall have the following meanings:

Agreement” means the Subscription Agreement and all Addendums to it;

Customer T&Cs” means the terms and conditions as between the Licensee and Customers for the provision of Jobs;

Designer Template” means editable web-to-print template prepared by a Template Author, hosted on the Platform and utilized for Customers in connection with Jobs;

pdf” means an electronic file conforming to the portable document format open standard ISO 32000-1;

TemplateCloud” means the Licensor’s (or its Affiliate’s) database containing Designer Templates uploaded by Template Authors;

Template Author” means a person who has uploaded Designer Templates to TemplateCloud;

Template Editor” means the Licensor’s (or its Affiliate’s) software application which delivers a viewable session of Designer Templates to Printerocity Shops and which enables Customers to edit such Designer Template;

Template Fee” means the price pertaining to the relevant Designer Template charged by the Licensor to the Licensee each time a Customer places an order with the Licensee regarding which TemplateCloud has made a pdf created from a Designer Template available for download and/or a Designer Template available for editing;

TemplateCloud Intellectual Property” means the business methods and formats, know-how, confidential information and all other intellectual property pertaining to TemplateCloud and belonging to the Licensor or any member of the Group including any copyright, design, patent, trademark, trade name or other so called intellectual property right whatsoever (whether registered or unregistered and whether existing now or at any time in the future) together with any goodwill relating or attaching to any such intellectual property rights and all extensions and renewals of any such intellectual property rights and the right to apply for any such intellectual property right;

Trial Period” means the period of 90 (ninety) days following the commencement of this Addendum.

2. Description of TemplateCloud.

2.1 The TC API is a function of the Platform that embeds the Template Editor within Printerocity Shops enabling Customers to edit Designer Templates held in TemplateCloud;

2.2 The TC API function makes available for download by the Licensee a print ready pdf each time a Customer places an order with a Printerocity Shop for an end product which has utilized a Designer Template.

3. Fees and Payment.

3.1 The Licensee agrees and undertakes to pay to the Licensor the Template Fees which the Licensor shall invoice weekly in arrears which shall be paid on the payment dates and by such method as is set out in the Quotation under the headings Payment Terms and Payment Method respectively. For the avoidance of doubt:

3.1.1 the Licensee acknowledges that TemplateCloud is a dynamic marketplace, Designer Templates are ‘crowd sourced’ from Template Authors and that, in order to take prompt account of any increases or decreases required by Template Authors, Template Fees are subject to change at any time without notice;

3.1.2 No Click Fee is payable for a Job that has utilized a Designer Template (which Designer Templates are made available to the Licensee via the Platform at the prices and on the terms detailed on the Platform and in this Addendum).

4. Obligations of the Licensee.

The Licensee agrees and undertakes as follows:

4.1 During the term of this Addendum the Licensee may use pdfs supplied by the Licensor pursuant to this Addendum an unlimited number of times to supply the relevant Customer reorders. It is acknowledged and agreed that each pdf is for use in connection with a single order for a particular Customer (or identical reorders for that Customer will be charged) and that any other use is strictly prohibited. A Template Fee is payable for any use of a Designer Template made available for any Job. Notwithstanding the forgoing the Licensee acknowledges and agrees that this Addendum does not effect any sale of pdfs or any Designer Templates and except for the rights specifically granted under this Addendum the Licensee shall not have any right, title, interest or other ownership of such pdfs or Designer Templates including any copyright or other intellectual property rights.

4.2 The Licensee shall ensure that Customer T&Cs contain any provisions necessary for the Licensee to comply with its obligations pursuant to this Addendum and/or as may reasonably required by the Licensor in connection with its compliance with its obligations to Template Authors.

4.3 The Licensee shall store all pdfs and any Designer Templates made available pursuant to this Addendum in a secure manner and shall not to release such pdfs or Designer Templates to any third party without the prior written consent of the Licensor.

4.4 The Licensee acknowledges and agrees that it shall only be entitled to use each Designer Template or pdf as a whole and as such the Licensee shall not be permitted to use any constituent part (including any image), that has been supplied by or on behalf of the Licensor, separately from the rest of the Designer Template or pdf in question. Accordingly, the Licensee shall not, nor allow any third party to extract any constituent part of any Designer Template pdf or convert or howsoever manipulate any Designer Template or pdf so that its constituent parts can be used separately.

5. Acknowledgments by the Licensee.

5.1 The Licensee acknowledges that Designer Templates are ‘crowd sourced’ from Template Authors and agrees that the Licensor provides the Designer Templates and access to TemplateCloud as-is and with all faults and that other than those written warranties and /or representations expressly given by the Licensor under this Agreement the Licensor gives no other warranties or representations;

5.2 The Licensor may withdraw any Designer Template from TemplateCloud, without incurring any liability whatsoever to the Licensee, in the event that Designer Templates cease to be available to the Licensor the Licensee will dispose of or destroy as the Licensor shall direct any Designer Templates previously made available.

5.3 This Addendum shall commence on the date that the TC API function of the Platform is enabled by the Licensor pursuant to the Licensee’s request and shall continue until the expiry or termination of the Subscription Agreement. Notwithstanding the foregoing the Licensee may terminate this Addendum by giving to the Licensor not less than three months prior notice expiring on or after the date that is one year from the commencement of this Addendum. Furthermore the Licensee may terminate this Addendum by giving to the Licensor written notice at any time during the Trial Period. For the avoidance of any doubt the termination of this or any other Addendum shall not affect the remainder of the Subscription Agreement which shall continue in force until its termination or expiry.


ADDENDUM (image library extension)

1. Operative provisions.

In this Addendum the following expressions shall have the following meanings:

Agreement” means the Subscription Agreement and all Addendums to it;

Customer T&Cs” means the terms and conditions as between the Licensee and Customers for the provision of Jobs;

Image Fee” means the price pertaining to the relevant Work charged by the Licensor to the Licensee each time a Work is requested via the Platform for use in connection with a Job;

Third Party Image Supplier” means any person engaged by the Licensor to provide Third Party Content pursuant to this Agreement;

Works” means Third Party Content in the form of fonts, photograph’s, images or other pictorial or graphic work.

2. Description of the Printerocity Image Library.

2.1 The Printerocity Image Library is a function of the Platform that makes Works available for download by the Licensee for use in the provision of Jobs;

2.2 Works supplied are supplied strictly pursuant to the terms of the Agreement and are always subject to any terms and conditions, whether of the Licensor or Third Party Image Supplier, appearing on the Platform;

2.3 Such Third Party Image Supplier’s terms and conditions include that any Work may be used only as part of an End Product that constitutes a Derivative Work as such terms are defined within the Third Party Image Supplier’s terms and conditions.

3. Fees and Payment.

3.1 The Licensee agrees and undertakes to pay to the Licensor the Image Fees which the Licensor shall invoice weekly in arrears which shall be paid on the payment dates and by such method as is set out in the Quotation under the headings Payment Terms and Payment Method respectively. No Image Fee is payable for Works incorporated in Designer Templates (which are made available to the Licensee via the Platform at the prices and on the terms detailed on the Platform and/or pursuant to any other agreement between the Licensee and the Licensor or any member of the Group in respect of TemplateCloud and Designer Templates as both are defined in such agreement).

4. Obligations of the Licensee.

The Licensee agrees and undertakes as follows:

4.1 during the term of this Addendum the Licensee may use Works supplied by the Licensor pursuant to this Addendum an unlimited number of times to supply Customer reorders of a distinct Job. Notwithstanding the forgoing the Licensee acknowledges and agrees that this Addendum does not effect any sale of Works and except for the rights specifically granted under this Addendum the Licensee shall not have any right, title, interest or other ownership of such Works including any copyright or other intellectual property rights;

4.2 the Licensee shall ensure that Customer T&Cs contain any provisions reasonable required by the Licensor pursuant to the Licensor’s obligations to Third Party Image Suppliers;

4.3 the Licensee shall store all Works made available pursuant to this Addendum in a secure manner

4.4 the Licensee acknowledges and agrees that (in particular having regard to its obligation pursuant to clause 2 above) it shall not under any circumstances allow a Work to be utilized by a third party, including any Customer, on a standalone basis.

5. Acknowledgments by the Licensee.

5.1 The Licensor may terminate this Addendum forthwith, without incurring any liability whatsoever to the Licensee, in the event that Works cease to be available to the Licensor whereupon the Licensee will dispose of or destroy as the Licensor shall direct any Works previously downloaded. For the avoidance of any doubt the termination of this or any other Addendum shall not affect the remainder of the Subscription Agreement which shall continue in force until its termination or expiry;

5.2 The Licensee acknowledges the Works are supplied to the Licensor by Third Party Image Suppliers and that the Licensor makes them available to the Licensee as-is and with all faults, accordingly, the Licensee agrees that, to the full extent permitted by law, all other warranties and representations, whether oral or in writing and whether implied by statute, common law or otherwise relating to the Works (including but not limited to non infringement of third party rights, satisfactory quality or fitness for a particular purpose) and which the Licensee would otherwise have the benefit of are hereby excluded.


ADDENDUM (Printerocity Shop extension)

1. Operative provisions.

In this Addendum the following expressions shall have the following meanings:

Additional Charges” means those charges payable by the Licensee for add-on services and functions not included as standard in each Printerocity Shop (standard functions and services being those that are universally available to all other licensees that have taken the Printerocity Shop Addendum). Details of the relevant charges that will be payable for the non standard functionality / services can be found on the Licensor’s website and the Licensor shall invoice any such charges weekly in arrears and the licensor shall be entitled to vary the additional charges at any time and shall amend the relevant page of the Licensor’s website to reflect the change in question. Once the Licensor’s website has been so amended the variation in question shall be deemed effective. For the avoidance of any doubt, once the Licensor’s website has been so amended, the Licensee shall be deemed to have had notice of the change in question;

Included Printerocity Shops” means the numbers set out in the Quotation under the heading Included Printerocity Shops;

Trial Period” means the period of 90 (ninety) days following the commencement of this Addendum;

Printerocity Shop Fee” means the sum set out in the Quotation under the heading Printerocity Shop Fee per Printerocity Shop.

2. Description of the Printerocity Shop.

2.1 The Printerocity Shop is a function of the Platform that makes publicly accessible websites available for the Licensee to list and display products and services for sale by it together with facilities for taking electronic payment (a shopping cart) from Customers.

3. Fees and Payment.

3.1 For each calendar month (except the first calendar month) during which for any part of that calendar month each Printerocity Shop is enabled on the Platform for use by the Licensee the Licensee agrees and undertakes to pay to the Licensor the Printerocity Shop Fee for each Printerocity Shop made available to it, excluding the Included Printerocity Shops, which the Licensor shall invoice monthly in advance and which shall be paid on the payment dates and by such method as is set out in the Quotation under the headings Payment Terms and Payment Method respectively.

4. Use of Printerocity Shop.

4.1 In addition to any other provision of the Subscription Agreement regarding use of the Platform, the Licensee agrees and undertakes that it shall at all times use each Printerocity Shop as a conventional website, shall at all times comply, and cause users to comply, with such policies (including acceptable use and privacy policies) applicable to the Printerocity Shop (which the Licensor may notify the Licensee of from time to time) and for each Printerocity Shop it will not:

4.1.1 do any act which the Licensor reasonably requests the Licensee not to do;

4.1.2 involve itself in spamming or sending of other unsolicited email, mail bombing, system flooding, mass downloading, distribution of Bugs or similar;

4.1.3 use a Printerocity Shop for chat pages, contests or any other high volume activities, or in any way which may result in excessive load on the Licensor’s equipment;

4.1.4 permit anything to appear on the Printerocity Shop that is or could be considered defamatory, politically extreme, immoral, obscene, blasphemous, or which could otherwise offend public decency.

4.2 The Licensee acknowledges and agrees that if the Licensor reasonably considers that a Printerocity Shop is being used for any purpose other than as a conventional website or in breach of any of the above provisions or otherwise, in the common sense of the word, improper, then it may without prior notice take down the Printerocity Shop in question without incurring any liability whatsoever to the Licensee;

4.3 The Licensee acknowledges and agrees that it is not envisaged that any Printerocity Shop will exceed such bandwidth as the Licensor acting reasonably (having regard to the size of the customer and the intended purpose of the Printerocity Shop and the fact that it is envisaged that only low volumes of traffic will be driven through the Printerocity Shop) considers appropriate, to the extent that such bandwidth is materially exceeded and/or is regularly exceeded the Licensor may charge the Licensee for each gigabyte of data (in and out) at a rate equivalent to the per gigabyte data charge of Licensor’s internet service provider or, without prior notice suspend or otherwise take down the Printerocity Shop in question, without incurring any liability whatsoever to the Licensee.

5. Acknowledgments by the Licensee.

5.1 The Licensee acknowledges and agrees that notwithstanding any other provision of the Subscription Agreement the total aggregate liability of the Licensor for any and all causes of action arising out of or in connection with this Addendum (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall be limited to the aggregate Printerocity Shop fees paid by the Licensee in the twelve (12) months preceding the claim;

5.2 The Licensee acknowledges and agrees that Printerocity Shop functionality is a framework within the Platform that enables the Licensee to develop a website by selecting and populating functions within the Platform and that beyond those made universally available to all other licensees as standard the Licensor may offer add-on services and functions for which there may be Additional Charges and terms and conditions;

5.3 The Licensee acknowledges and agrees that as regards the provision of any Printerocity Shop pursuant to this Addendum any words and phrases which have a customarily accepted meaning within the IT industry shall have that meaning unless stated otherwise;

This Addendum shall commence on the date that the TC API function of the Platform is enabled by the Licensor pursuant to the Licensee’s request and shall continue until the expiry or termination of the Subscription Agreement. Notwithstanding the foregoing the Licensee may terminate this Addendum by giving to the Licensor not less than three months prior written notice expiring on or after the date that is one year from the commencement of this Addendum. Not withstanding the foregoing the Licensee may terminate this Addendum by giving to the Licensor written notice at any time during the Trial Period and in the event that such notice is served the Licensee will be refunded any Printerocity Shop Fees paid. For the avoidance of any doubt the termination of this or any other Addendum shall not affect the remainder of the Subscription Agreement which shall continue in force until its termination or expiry.