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MediaSignage Enterprise Membership Agreement

“Definitions" on the MediaSignage inc Site apply to the words used in this agreement.

"External Documents" on the MediaSignage inc Site apply to this agreement

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1.Purpose: The purpose of this Agreement is to record the terms and conditions of Enterprise Membership.

2.Acceptance: The Parties accept these terms and conditions on the Acceptance Date.

3.Enterprise monthly subscription Schedule: Members of the Enterprise Edition agree to pay a monthly recurring service fee on the day of signup and every 30 days while the account is active and in good terms. Enterprise subscribers may choose to cancel the service at anytime with no penalty or associated fees. Members of the Enterprise Edition are not eligible for refunds for past periods even if the account was not in use and had no operational players.

4.Conditions Precedent: This agreement is conditional upon acceptance by MediaSignage inc of the Visitor as a Enterprise Member as evidenced by Registration AND acceptance by the Parties, the Accredited Corporate Member [if applicable] and the EzyAffiliate [if applicable], of the Debit Card Fee Schedule.

5.Appointment:

5.1During the Term, MediaSignage inc appoints the Enterprise Member on a non-exclusive basis for purposes of (i) identifying Visitors that might have an interest in MediaSignage inc Services, (ii) introducing MediaSignage inc Services to such Visitors, (iii) helping to develop solicitation materials for such Visitors and (iv) performing the services of a Enterprise Member which are set forth in Exhibit "A" hereto. Enterprise Member acknowledges that MediaSignage inc may have previously entered into, or may hereafter enter into, Enterprise Membership Agreements with other Visitors including, without limitation, agreements for similar services in other jurisdictions around the globe.

5.2The relationship of the Parties shall be that of independent contractors. Enterprise Member shall be solely responsible for its own expenses required in the performance of its responsibilities under this Agreement. Enterprise Member does not have the authority or power to enter into any contract or commitment in the name of, or on behalf of, MediaSignage inc without the written acceptance of MediaSignage inc. Enterprise Member will not make representations about MediaSignage inc Services or business practices, except to the extent such representations appear in written materials authorized by a Responsible Officer of MediaSignage inc. Enterprise Member will only use such sales materials describing MediaSignage inc Services and/or business practices as may be furnished by MediaSignage inc to Enterprise Member from time to time or developed by Enterprise Member and approved, in writing, by MediaSignage inc.

5.3Enterprise Member shall conduct its business when representing MediaSignage inc in a manner that reflects favourably at all times on MediaSignage inc and its MediaSignage inc Services and shall avoid any deceptive, misleading or unethical practice or advertising. Enterprise Member shall comply with all applicable laws, including without limitation the United States Foreign Corrupt Practices Act.

5.4Enterprise Member shall provide such other additional information as MediaSignage inc shall reasonably request, when representing Visitors for MediaSignage inc. Enterprise Member shall fully consult with MediaSignage inc and provide verbal or written reports to MediaSignage inc regarding Enterprise Members progress, as requested by MediaSignage inc from time-to-time.

5.5 Enterprise Member will take primary responsibility for supplying Visitors with any MediaSignage inc Services materials as may be requested or required by Visitors. All such materials must be approved, in writing, prior to being used by any Visitor.

5.6 Enterprise Member may be assisted by third Persons in performing its services pursuant to this Agreement; provided that each such Person executes a written confidentiality agreement with MediaSignage inc in form approved by MediaSignage inc and agrees to abide by the limitations set for Enterprise Members in this Agreement. As between MediaSignage inc and Enterprise Member, Enterprise Member is responsible for all fees and costs payable to such Person(s) and Enterprise Member indemnifies MediaSignage inc and its affiliates from such liability.

5.7 MediaSignage inc reserves the right, in its sole and unfettered discretion, to change its MediaSignage inc Services and shall notify Enterprise Member as to any such changes.

6.Indemnification:

A Party (the "Indemnifying Party") shall indemnify, defend, and hold the other party and its officers, directors, and employees or affiliates (an "Indemnified Party") harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including attorney's fees) ("Claims") which may at any time be suffered or incurred by or be asserted against an Indemnified Party, on account of or in connection with: (1) the marketing, advertising, sales and promotional activities of the Indemnifying Party with respect to a Retailer, and (2) failure of the Indemnifying Party to comply with the laws, rules, and regulations of any applicable jurisdiction. Notwithstanding anything to the contrary in item (1): (i) MediaSignage inc is the Indemnifying Party only as to Claims arising from materials provided by MediaSignage inc which are properly used in all material respects, and (ii) MediaSignage inc is the Indemnifying Party only as to Claims arising from representations authorized by a Responsible Officer which are properly made in all material respects. The Indemnifying Party's obligations hereunder are conditioned upon: (i) it being given prompt written notice by the Indemnified Party of any such Claims, and (ii) full cooperation from the Indemnified Party with respect to defence of the Claim. MediaSignage inc shall have the authority to control and direct the investigation, defence, and settlement of any Claim, provided that if MediaSignage inc is the Indemnified Party, it may permit Enterprise Member to control and direct the investigation at Enterprise Member's cost.

7.Confidentiality:

By signing this Agreement, Enterprise Member, it's affiliates, representatives and all associated agencies and individuals, agrees to hold all information in confidence for the Term of this Agreement and for a period of one (1) year after Termination. This includes, but is not limited to, the details of this Agreement, proprietary information or other information that may be communicated to Enterprise Member during the course of doing normal business. This Confidentiality clause does not apply to information which is or becomes public domain, is required in order to comply with legal entities or that has been proven to have already been known by Enterprise Member.

8.Representations and Warranties:

Each party hereto represents to the other that: (i) it has the requisite corporate power and authority to execute, deliver and enter into, and perform its obligations under this Agreement; (ii) it has taken or caused to be taken all necessary corporate action to authorize the execution, delivery, and performance of this Agreement; (iii) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; (iv) its signatories hereto have full authority to sign on its behalf; and (v) neither the execution nor performance hereof by such party violates or will violate any agreement, understanding, law, regulation, court order or other legally binding document or action.

9.Intellectual Property:

Enterprise Member agrees that MediaSignage inc Services (i) is proprietary to MediaSignage inc, (ii) shall remain the sole property of MediaSignage inc and (iii) Enterprise Member shall have no ownership interest therein. As between MediaSignage inc and Enterprise Member, any enhancements to or evolution of any technology proprietary to MediaSignage inc (whether developed by MediaSignage inc, by Enterprise Member, by both, or otherwise), shall be the sole property of MediaSignage inc. Enterprise Member acknowledges the breach by Enterprise Member of this Section 10 or the Confidentiality Agreement would cause MediaSignage inc irreparable harm and that in addition to any other remedies MediaSignage inc has under this Agreement, MediaSignage inc shall have the right to injunctive or any other equitable relief under the laws of each and every jurisdiction in the world and that such right is the only exception to the exclusive means of resolving disputes described hereof.

10.Term and Termination: This Agreement continues until either Party terminates the agreement upon the expiration of thirty (30) days by giving at least seven (7) days written notice to the other party. The termination of this Agreement shall not affect any provision of this Agreement which by its wording or nature is intended to remain effective and to continue to operate in the event of termination of this Agreement, and shall not prejudice or affect the rights of either Party against the other in respect of any breach of the terms and conditions of this Agreement.

11.Miscellaneous:

11.1Assignment. Enterprise Member shall not have the power or right to or delegate its duties under this Agreement to a third Person without the prior written consent of MediaSignage inc.

Notices and payments to Enterprise Member shall be given to the address set forth opposite Enterprise Member's name on the signature page hereof.

11.2Governing Law; Consent to Jurisdiction and Service. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE JURISDICTION WITHOUT REGARD TO THE CONFLICT OF LAW AND CHOICE OF LAW PROVISIONS THEREOF. EACH PARTY AGREES TO SUBMIT TO THE JURISDICTION AND AGREES THAT VENUE IS PROPER FOR ANY LEGAL ACTION OR PROCEEDING. THE PARTIES AGREE THAT SERVICE BY OVERNIGHT EXPRESS MAIL SHALL SATISFY THE REQUIREMENTS OF PERSONAL SERVICE.

11.3Severability of Provisions. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, such provision shall be adjusted rather than voided, if possible to achieve the intent of the parties to the extent possible, and in any event the validity and enforceability of the remaining sections shall not be affected unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

11.4Third Party Beneficiaries and Liability. Except as described in this Agreement, no third Person is a beneficiary of this Agreement, nor shall any third Person have any liability with respect to the performance by any Person to this Agreement.

11.5Arbitration. The sole method for resolving any controversy or claim arising out of or relating to this Agreement and/or Enterprise Members relationship with MediaSignage inc, is binding arbitration in the Jurisdiction.

11.6No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved using any presumption against any party hereto. Each party acknowledges that this Agreement has been reviewed by its legal counsel and, in the case of any ambiguity or uncertainty, shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intention of the parties hereto.

11.7Independent Parties. It is expressly understood and agreed that nothing in this Agreement shall in any way be construed to make the parties hereto partners, parties to any joint venture or agents for one another.

11.8Counterparts. This Agreement may be executed in any number of counterparts, including without limitation executed counterparts forwarded by facsimile transmission, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

11.9Entire Agreement. There are no representations, warranties or other agreements between the Parties (whether express or implied) in connection with the subject matter hereof except as specifically set forth herein. The Parties acknowledge that they have not been induced into this Agreement by any condition, representation, or warranty not set forth in this Agreement. The Parties acknowledge their intent that the written documents which form this Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof; that such documents supercede all prior or contemporaneous proposals, negotiation, understandings, and other communications (oral and written) between the Parties with respect to the subject matter hereof; and that such documents contain all the material elements of the bargain which is the subject matter hereof.

11.10 Amendment. MediaSignage inc reserves the right to amend the terms and conditions of this Agreement, if there is an applicable change or amendment to a (local) statutory regulation, local and international banking regulation and/or currency restriction from local and/or central banks which mandates such change applies to the Enterprise Member. MediaSignage inc shall inform the Enterprise Member in writing of such changes or amendments at least seven (7) days before the new changes or amendments become effective.

Exhibit "A" Enterprise Member Agreement

By execution of this Agreement, Enterprise Member agrees to satisfy the following conditions and perform the following services for each Visitor for which any subaccount may be applicable and recognizes that no account will be attributed to Enterprise Member unless these services are satisfactorily performed:

1.Enterprise Member shall pay promptly and in full for all cards and or materials ordered by Enterprise Member. Terms for all purchases are detailed on the Pricing & Order Forms supplied by MediaSignage inc from time to time. Prices may be revised, from time to time, as may be required due to changing product or network costs. Enterprise Member will be notified, in writing, of such changes.

2.Enterprise Member will carefully follow, and determine that any applicable Visitor is also following, the procedures for issuing and servicing card accounts as established by MediaSignage inc from time to time, including maintenance of all required tracking records for maintaining the applicable cards in a secure environment.

3.Enterprise Member agrees that it will not participate in the marketing of any products which are competitive with the MediaSignage inc Services during the Term or for any period thereafter while subaccounts exist within Enterprise Member account under this Agreement.

4.Enterprise Member acknowledges that the issuing bank owns all cards, at all times, and may, at its sole discretion, cancel or recall and requires the destruction of any or all cards within the program.

5.MediaSignage inc reserves the right to modify (increase or decrease) the Enterprise monthly subscription price at any time. Prices may very without notice.

6.MediaSignage reserves the right to deny, cancel or stop service to any Enterprise or referral subscribing to the MediaSignage Inc Enterprise program

7.MediaSignage reserves the right to cancel Enterprise or referral subscribing to the MediaSignage Inc Enterprise program due to lack of payment or late payment to MediaSignage inc.

8.Enterprise Member acknowledges and agrees that the card network provider, as printed on each card, may change or modify its requirements and Enterprise Member agrees to abide by those requirements.

9.All sales and collateral materials must be approved by MediaSignage inc prior to being distributed or used by Enterprise Member. This includes, but is not limited to, websites, written sales materials, Point-of-Sales materials.