MASTER SERVICES AGREEMENT AND INTELLECTUAL PROPERTY ASSIGNMENT

This Master Services Agreement and Intellectual Property Assignment (this “Agreement”) is an agreement that governs and contains the terms and conditions by which Social Link, LLC (“Social Link”), with an office at 901 Woodland St, Nashville, TN 37206 will provide certain services and Work (as defined herein) to you or the entity you represent (“Client”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Work (the “Effective Date”).

1 SERVICES

1.1 SCOPE OF WORK. Social Link will perform for Client, as a “work made for hire”, the services that are described in one or more statements or scopes of work that the parties may execute from time to time that reference and shall be subject to and governed by the terms and conditions of this Agreement (collectively, a “SOW”). Any and all services under this Agreement and/or any SOW will hereafter be referred to as “Work”. Details of the Work, including price, delivery dates, specifications shall be described in each applicable SOW. The Work may include, but is not limited to, the development and/or delivery of any materials, inventions, ideas, designs, concepts, techniques, discoveries, or improvements created by Social Link. Social Link is not obligated to perform any Work, and Client has not contracted for any Work, unless and until a SOW is executed by both parties. An SOW shall be deemed effective upon either (a) Social Link and Client’s signing a SOW, which may be executed in counterparts and which together shall constitute one agreement, or (b) Social Link’s commencing Work described in an electronic SOW transmitted by an authorized and designated Client employee. Each SOW shall be deemed a two-party agreement between Social Link and Client and shall be deemed to incorporate and shall be subject to all the terms and conditions of this Agreement. Social Link shall only be obliged to supply the Work as expressly set forth in a SOW, however, requests for on demand or out of scope of work for any SOW will be billed at the current hourly rate and will constitute Work under this Agreement and will be governed by the terms and conditions of this Agreement.

1.2 ACCEPTANCE PROCESS. Unless provided otherwise in the applicable SOW, Client will have three (3) business days following delivery of any Work in which to inspect whether the Work materially conforms to the specifications provided in the applicable SOW. If Client reasonably determines in good faith that the Work does not materially conform to the specifications in the applicable SOW, then client shall provide written notice to Social Link setting forth a description of the nonconformities in the Work. If rejected, Social Link will promptly correct the Work. Absent receipt of a notice of rejection, the Work shall be deemed accepted three (3) business calendar days following delivery. The Client’s written approval of any deliverables, materials, plans or other Work created or produced by the Social Link in the course of the provision of the Work, or any cost estimate, will constitute Social Link’s authority to purchase, publish, and make contracts for talent, space, time, and other facilities and otherwise to do any other act or thing which Social Link considers it reasonable to do in order to carry out its obligations under this Agreement or any SOW. Social Link will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and Social Link will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.

1.3 SUBCONTRACTING AND NON-SOLICIT. Unless provided otherwise in the applicable SOW, Client will have three (3) business days following delivery of any Work in which to inspect whether the Work materially conforms to the specifications provided in the applicable SOW. If Client reasonably determines in good faith that the Work does not materially conform to the specifications in the applicable SOW, then client shall provide written notice to Social Link setting forth a description of the nonconformities in the Work. If rejected, Social Link will promptly correct the Work. Absent receipt of a notice of rejection, the Work shall be deemed accepted three (3) business calendar days following delivery. The Client’s written approval of any deliverables, materials, plans or other Work created or produced by the Social Link in the course of the provision of the Work, or any cost estimate, will constitute Social Link’s authority to purchase, publish, and make contracts for talent, space, time, and other facilities and otherwise to do any other act or thing which Social Link considers it reasonable to do in order to carry out its obligations under this Agreement or any SOW. Social Link will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and Social Link will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.

1.4 CLIENT MATERIALS. Unless provided otherwise in the applicable SOW, Client will have three (3) business days following delivery of any Work in which to inspect whether the Work materially conforms to the specifications provided in the applicable SOW. If Client reasonably determines in good faith that the Work does not materially conform to the specifications in the applicable SOW, then client shall provide written notice to Social Link setting forth a description of the nonconformities in the Work. If rejected, Social Link will promptly correct the Work. Absent receipt of a notice of rejection, the Work shall be deemed accepted three (3) business calendar days following delivery. The Client’s written approval of any deliverables, materials, plans or other Work created or produced by the Social Link in the course of the provision of the Work, or any cost estimate, will constitute Social Link’s authority to purchase, publish, and make contracts for talent, space, time, and other facilities and otherwise to do any other act or thing which Social Link considers it reasonable to do in order to carry out its obligations under this Agreement or any SOW. Social Link will not be obliged to commit to any expenditure on behalf of the Client without first receiving written confirmation of the Client’s instructions and Social Link will not be responsible for the consequences of any delay on the part of the Client in providing such written confirmation.

2 PAYMENT

2.1 PAYMENT AMOUNT. As complete and final payment for the Work, Client will pay Social Link the fees for the Work as set forth in the applicable SOW for such Work (“Fees”), in accordance with the payment terms in this Section 2. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation owed to the Client. For the avoidance of doubt, fees or commissions payable to Social Link for media planning and buying services are in addition to, and not inclusive of, Social Link’s fees for other services which may be listed in the SOW, such as design, branding, hosting, and content distribution and syndication. Each invoice hereunder and any SOW is due and payable on receipt using the payment method on file. All rights granted to Client herein (including, without limitation, ownership of any products of the Work pursuant to Section 3) are conditioned on Social Link’s receipt of full payment. In addition, Social Link may suspend performance of services and withhold delivery of the Work or any materials until payment in full of all amounts due. Social Link shall not be liable for any damages, losses, or liabilities that may arise out of Social Link’s suspension of performance and/or withholding of the Work or any materials as a result of Client’s non-payment. Social Link shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, reasonable attorneys’ fees.

2.2 PAYMENT TERMS. Upon acceptance of a SOW, Client shall pay any invoice presented to it by Social Link upon receipt using auto draft of a credit card, debit card, or ACH transfer provided at the time of acceptance of the applicable SOW. In the event payments are not received within fifteen (15) days after becoming due, then Social Link may (i) charge interest on any such unpaid amounts at a rate of ten percent (10%) per month, or, if lower, the maximum amount permitted under applicable usury laws, from the date such payment was due until the date paid; and (ii) suspend performance of the Work and any other services until payment has been made in full. Client will bear sole responsibility for all expenses incurred in connection with the performance of the Work, unless otherwise agreed to in advance and in writing by Client. Client will be notified in advance for pre-approval of any additional expenses in excess of more than ten percent (10%) of those set forth on the SOW.

2.3 U.S. DOLLARS. All Payments by Client made hereunder shall be in U.S. Dollars. Payments made by credit card will be subject to a surcharge charge equal to what Social Link pays to accept the credit card up to 4 percent (4%).

2.4 DISPUTED AMOUNTS. Client may dispute any payable amount by notice to Social Link orally or in writing within three (3) business calendar days of Client’s receipt of the invoice and charges, which claim of dispute shall set forth a description of the disputed amounts. All disputed amounts that Client subsequently agrees to pay, or that are required to be paid pursuant to a proper court order or award, will be paid on the payment terms set forth in this Agreement. Failure by Client to dispute any invoiced amount within the periods set forth above will not be deemed a waiver of any claims that were unknown to Client at the time.

2.5 COST OF COLLECTION. In the event Social Link incurs any costs incident to the collection of any payment from Client under this Agreement, Client agrees to pay all reasonable attorneys’ fees, court and other costs, and the reasonable costs of any collection efforts which may be commenced as early as thirty (30) calendar days after any balance is past due.

3 OWNERSHIP OF WORK

3.1 WORK PRODUCT. Any works of authorship, documents, records, notes, inventions (whether or not reduced to practice), methods, materials, ideas, designs, models, concepts, techniques, discoveries, and improvements created, conceived or reduced to practice by or on behalf of Social Link uniquely for Client and provided to Client in performance of the Work or by use of Client Confidential Information will hereafter be referred to as “Work Product.” Notwithstanding the foregoing, Work Product shall not include any Social Link Materials, Concept Materials, or Background Technology, in each case as defined below.

3.2 WORK MADE FOR HIRE. The parties agree that the Work Product has been specially ordered and commissioned by Client, may be incorporated in existing Client works as a compilation or collective work, and constitutes work made for hire for Client under applicable copyright law to the extent it qualifies as such. Social Link agrees that Client will own all copyrights in the Work Product and that the Work Product is a “work made for hire” for copyright purposes.

3.3 ASSIGNMENT. To the extent the Work Product does not qualify as a “work made for hire,” and subject to Client’s performance of its obligations under this Agreement, Social Link hereby assigns to Client, its successors and assigns, all rights, title and interests in and to the Work Product including, without limitation, the following:

(a) any copyrights that Social Link may possess or acquire in the Work Product that do not qualify as a work made for hire, and all copyrights and equivalent rights in the Work Product, throughout the world, including without limitation all renewals and extensions of such rights that may be secured under the laws now or hereafter in force and effect in the United States of America or in any other country or countries;

(b) all rights in and to any inventions, ideas, designs, concepts, or techniques, whether or not patentable, embodied in the Work Product or developed in the course of Social Link’s creation of the Work Product, including, but not limited to, all trade secrets, utility and design patent rights and equivalent rights in and to such inventions and designs throughout the world, regardless of whether or not legal protection for the Work Product is sought;

(c) any documents, magnetically or optically encoded media, or other materials created by Social Link under this Agreement to embody the Work Product; and

(d) the right to sue for infringements of the Work Product (including, without limitation, any infringements that may occur before the date of this Agreement, to the extent that such rights exist), and to collect and retain damages from any such infringements.

3.4 ASSIGNMENT IN PERPETUITY & WORLDWIDE. For the avoidance of doubt, subject to the terms of this Agreement and Client’s performance of its obligations hereunder: (a) the assignment set forth in Section 3.3 above is in perpetuity and worldwide; and notwithstanding anything contained in any applicable law of any jurisdiction, the assigned rights will not revert to Social Link by reason of Client’s failure to exercise such rights at any time whatsoever.

3.5 FURTHER ASSURANCES: OTHER RIGHTS. At Client’s expense, Social Link will execute and deliver such documents and take such other action as may be requested by Client to evidence, perfect or protect Client’s rights in the Work Product and to carry out the assignments contemplated in this Section 3. In this regard, Social Link will reasonably cooperate with Client in the filing and prosecution of any copyright, trademark or patent applications that Client may elect to file on the Work Product or inventions and designs relating to the Work Product. Social Link will not challenge, oppose or interfere with such applications and will not file any such applications on its own behalf.

3.6 RESERVATION OF CERTAIN RIGHTS TO SOCIAL LINK. Notwithstanding anything to the contrary contained in this Agreement, any modification, enhancement or derivative of any software or other Social Link Materials that are not developed pursuant to this Agreement or any applicable SOW will be the property of Social Link. Client agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party do any of the following without Social Link’s prior written consent: (a) sell, lease, license or sublicense the Work Product; (b) decompile, disassemble, or reverse engineer the Work Product, in whole or in part; (c) write or develop any derivative software or any other software program based upon the Work Product; (d) use the Work Product to provide services on a “service bureau” basis; or (e) provide, disclose, divulge or make available to, or permit use of the Work Product by any unauthorized third party.

3.7 PUBLICATION; MARKETING. Social Link may, and Client hereby grants Social Link a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to: (a) use and distribute the Work Product as part of its portfolio for promotional purposes; and (b) publish performance achievements and metrics accomplished during this Agreement or any applicable SOW. If the Client desires to utilize any of the Work Product, whether accepted or rejected by the Client hereunder, for any marketing campaign, promotion, product, service, advertisement, or any other purpose outside the SOW or this Agreement, then the Client shall hire Social Link to design, create, develop, market, and otherwise implement such Work Product. The Client may solicit or hire a third party to implement such Work Product if, and only if, Social Link declines to do so and such third party is hired on terms in no way more beneficial than the terms first offered to Social Link. Subject to the services provided hereunder, Social Link shall retain all rights to illustrations and other proprietary artwork, if any, listed in any SOW (each item, a “Design”), provided that Social Link shall not, without Client’s prior written consent, use, license, sell, or otherwise authorize the use of any Design for use in connection with the marketing or promotion of any consumer product, in any format or medium, electronic or otherwise, for a period of one (1) year from date on which such Design is first published. Except as otherwise set forth in this Section 3, Social Link grants Client the limited, exclusive, irrevocable right to use the Designs as set forth in any SOW.

3.8 RESERVATION OF RIGHTS. Notwithstanding anything herein to the contrary, unless the parties expressly agree in writing otherwise, Social Link and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest (including any and all associated intellectual property rights) in and to (a) all works of authorship, documents, records, notes, inventions (whether or not reduced to practice), methods, materials, ideas, designs, models, concepts, techniques, discoveries, improvements, data, know-how, methodologies, software, or other materials, including computer programs, reports, and specifications, that are created, developed, acquired, or used by Social Link prior to the commencement or independently of this Agreement or any SOW, or that are otherwise not set forth in the applicable SOW as being uniquely developed for Client in performance of the Work or developed by use of Client Confidential Information (collectively, the “Social Link Materials”); (b) any and all concepts, ideas, designs, proposals, and other work and materials which have been presented to the Client but not included in the final product (collectively, the “Concept Materials”); and (c) any and all technology, technical documentation, inventions, algorithms, software, architecture, logic, navigation, code, 3D modeling files, animation files, and other source files for front-end deliverables, computer programs, source codes, game engines, or other backend and background elements, files, and features incorporated into or utilized by the Work Product (collectively, “Background Technology”). To the extent any Social Link Materials, Concept Materials, or Background Technology are incorporated into the Work Product, Social Link hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display, and perform such Social Link Materials, Concept Materials, and/or Background Technology (in compiled machine readable object code form only), as applicable, strictly for the purposes and in the territories set out in the applicable SOW. Use of Social Link Materials, Concept Materials, or Background Technology for any other project, on any other website, or in any other medium shall be subject to additional fees and licenses which may be granted or withheld by Social Link in its sole discretion.

4 NON-DISCLOSURE

At all times during and after the term of this Agreement, Social Link will hold in strictest confidence, and will not use or disclose to any third party, any Client Confidential Information. The term “Client Confidential Information” means all non-public information that Client designates as being confidential or which under the circumstances of disclosure ought to be treated as confidential. “Client Confidential Information” includes, without limitation, Client Materials, the existence and terms and conditions of this Agreement and any SOW, information relating to Client Materials, business policies or practices of Client, and customers and suppliers of Client

“Client Confidential Information” does not include information that, through no fault or breach of Social Link or any third party: (a) was known to Social Link prior to Client’s disclosure to Social Link; (b) becomes publicly available; or (c) was rightfully obtained by Social Link on a non confidential basis from a third-party.

5 DISCLAIMER WARRANTIES

CLIENT ACKNOWLEDGES AND AGREES THAT THE WORK AND SERVICES PROVIDED, BEING LOANED, AND/OR LICENSED TO CLIENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY OF ANY KIND. WITH RESPECT TO THIS AGREEMENT SOCIAL LINK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, OR NON-INFRINGEMENT, REGARDING THE WORK OR ANY OTHER MATERIALS OR INFORMATION PROVIDED UNDER THIS AGREEMENT. ADDITIONALLY, WITH RESPECT TO THIS AGREEMENT SOCIAL LINK MAKES NO REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SAFETY OR EFFICACY OF THE WORK, THAT THE WORK WILL OPERATE IN A MANNER THAT IS UNINTERRUPTED OR ERROR-FREE, OR REGARDING ANY OTHER SUBJECT MATTER OF THE AGREEMENT.

6 LIMITATION OF LIABILITY

6.1 SOCIAL LINK ASSUMES NO LIABILITY WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE OR RESPONSIBILITY FOR HOW CLIENT OR ANY CLIENT PERSONNEL USES THE WORK, OR FOR INJURY TO PERSONS OR PROPERTY ARISING FROM THE USE OF THE WORK. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL SOCIAL LINK HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, LOSS OF BUSINESS OR GOODWILL OR LOSS OF DATA, IN ANY WAY ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SOCIAL LINK HAS BEEN ADVISED OR OTHERWISE HAS REASON TO KNOW OR KNOWS OF THE POSSIBILITY OF SUCH DAMAGES. THE CLIENT IS RESPONSIBLE FOR OBTAINING ALL LEGAL CLEARANCES REQUIRED FOR THE PERFORMANCE OF THE WORK AND SERVICES HEREUNDER. THE CLIENT SHALL INDEMNIFY, DEFEND (AT ITS OWN COST AND EXPENSE), AND HOLD SOCIAL LINK AND ITS MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES ARISING FROM ANY BREACH, MISREPRESENTATION, OR OTHER ACT OR OMISSION OF THE CLIENT. SOCIAL LINK’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY IT HEREUNDER..

6.2 FORCE MAJEURE. Social Link shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Social Link or by Client. Social Link shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary, or punitive damages arising out of this Agreement.

7 TERM AND TERMINATION

7.1 TERM. This Agreement will commence as of the Effective Date and will remain in effect until terminated

7.2 TERMINATION OF AGREEMENT. Either party may terminate this Agreement if the other party is in material breach or default of any obligation that is not cured within thirty (30) calendar days’ notice of such breach. Notwithstanding the foregoing, if neither party is in material breach or default under this Agreement, either party may terminate this Agreement with ninety (90) days’ prior written notice to the other party, provided that Social Link must complete all Work under the then existing SOW, and Client shall be responsible for all charges accrued thereunder.

7.3 TERMINATION EFFECT. The sole effect of terminating this Agreement will be to terminate the ability of either party to enter into any subsequent SOW that incorporates the terms of this Agreement. Termination of the Agreement will not, by itself, result in the termination of any SOW previously entered into (or extensions of the same) that incorporates the terms of this Agreement, and the terms of this Agreement will continue in effect for purposes of such SOW unless and until the SOW itself is terminated or expires.

7.4 TERMINATION OF THE SOW. The term of any SOW shall be set forth in an applicable SOW. Client will have the right to cancel any SOW with or without cause upon written notice to Social Link. Upon receipt of such notice, Social Link will discontinue all Work under the applicable SOW. Client will pay for all Work performed by Social Link under the applicable SOW up until the earlier of: (a) the date of Social Link’s receipt of the cancellation notice; or (b) the date five (5) days after Client sends the cancellation notice. Client will pay a non-refundable cancelation fee totaling (forty percent) 40% of the value of the SOW remaining due upon notice of cancelation.

At Social Link’s election, Client’s delay of work under this Agreement for a cumulative period of more than 14 days without Social Link’s fault or consent shall be considered a termination of this Agreement by Client within the meaning of the immediately preceding sentence. If Client desires to terminate this Agreement due to Social Link’s fault, Client shall give Social Link written notice detailing the nature of Social Link’s fault and possible remedies, whereupon Social Link shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Social Link’s fault” as described above.

8 INDEMNIFICATION

8.1 GENERAL INDEMNIFICATION. Client shall defend, indemnify and hold harmless Social Link, its subsidiaries, affiliates, successors or assigns and their respective directors, officers, members, and employees (collectively, the “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgement, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or related to the Work or Client’s negligence, willful misconduct or breach of this Agreement. Client shall not enter into any settlement without Social Link’s or Indemnitee’s prior written consent. Client shall further indemnify, defend and hold harmless the Indemnitees from and against any and all Losses resulting from any third party claims which arise out of or result from, or are alleged to arise out of or result from: (a) any Client Materials or Client Confidential Information, or any other materials or information provided by or on behalf of Client, including any and all of Social Link’s compliance with any specifications or directions provided by or on behalf of Client; (b) Client’s use of the Work, Work Product, Client Materials or Client Confidential Information that breaches any applicable laws.

8.2 INTELLECTUAL PROPERTY INDEMNIFICATION. Client shall, at its expense, defend, indemnify and hold harmless Social Link and any Indemnitees against any and all Losses arising out of or related to any claim that any of the Work, the Work Product, or Client’s use of the Work or Work Product infringes or misappropriates any intellectual property right of any third party. In no event shall Client enter into any settlement without Social Link’s or Indemnitee’s prior written consent.

9 REPRESENTATION AND WARRANTIES OF CLIENT

Client represents, warrants, and covenants to Social Link that: (a) Client or Client’s licensors own all right, title, and interest in and to the Client Materials; (b) Client has all rights in the Client Materials necessary to grant the rights contemplated by this Agreement; (c) none of Client’s or Client’s end user’s use of the Client Materials or the Work or Work Product contemplated by this Agreement will violate or infringe on any third-party rights; (d) Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Materials and Client Confidential Information so that, as received by Client and processed in accordance with this Agreement or any SOW, all Client Materials and Client Confidential Information do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law; (e) Client shall be and is responsible for confirming that all Client Materials and Client Confidential Information are in compliance with all applicable laws, rules, regulations, orders and decrees of all governmental authorities; (f) Client is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (g) Client has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (h) the execution and delivery of this Agreement by Client’s representative whose signature or electronic acceptance of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (i) when executed and delivered by Client and accepted by Social Link, this Agreement will constitute the legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms. Client further agrees that Social Link fully disclaims and shall not be held responsible for any of Client’s business, any Client Materials, or and of Client’s Confidential Information.

10 MISCELLANEOUS

10.1 NON-ASSIGNMENT. Client may not assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the prior express written consent of Social Link.

10.2 NON-DISPARAGEMENT. The parties will refrain from disparaging each other in any form or fashion. Client will refrain from disparaging Social Link, its directors, officers, employees and/or its services in any form or fashion. Social Link will not authorize the communication of negative, adverse, derogatory, or disparaging information, comments, opinions, or beliefs about Client to any third party.

10.3 WAIVER AND AMMENDMENT. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

10.4 GOVERNING LAW; ARBITRATION. This Agreement shall be governed by the laws of the State of Tennessee, USA, excluding conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. Any disputes arising out of this Agreement shall be resolved by binding arbitration in Davidson County Tennessee in accordance with the rules of the American Arbitration Association. The arbitrator shall have the power to grant injunctive relief.

10.5 NOTICES. All notices, demands or consents required or permitted under this Agreement shall be in writing. Notice shall be considered effective on the earlier of actual receipt or (a) the day following transmission if sent by facsimile followed by written confirmation by registered overnight carrier or certified United States mail; or (b) one (1) day after posting when sent by registered private overnight carrier (e.g., DHL, Federal Express, etc.); or (c) five (5) days after posting when sent by certified United States mail. Notice shall be sent to such address as shall be given by either party to the other in writing.

10.6 INDEPENDENT CONTRACTORS. The parties are independent contractors. Neither party shall be deemed an employee, agent, partner or legal representative of the other party for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

10.7 SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

10.8 COMPLETE UNDERSTANDING. This Agreement, including all SOW attached hereto, constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement.

10.9 FORCE MAJEURE. Except for Client’s obligations to pay Social Link hereunder, neither party shall be liable to the other party for any failure or delay in performance caused by reasons beyond its reasonable control.

10.10 EXECUTION. The parties have shown their acceptance of this Agreement by causing it to be executed below by their duly authorized representatives. This agreement may be executed in counterparts which together shall constitute one agreement, and each party agrees that a copy of a counterpart executed by it and sent to the other by any method including without limitation facsimile shall constitute acceptance of this Agreement. Client also agrees that this Agreement may be executed by clicking acceptance online, each of which shall constitute acceptance to the terms and conditions of this Agreement or any SOW.

10.11 CLIENT REPRESENTATIVE. In order to avoid miscommunication, the Client shall appoint a sole representative with full authority to provide or maintain any necessary information and approvals that may be required by Social Link (the “Client Representative”). The Client Representative shall be responsible for coordination and review of Social Link’s services and notifying Social Link of Client instructions, change orders, and approvals. The signature or electronic communication approval of the Client Representative shall be final and binding on Client. If after the Client Representative has approved a design, the Client or any authorized person alters the SOW or requires additional services, the Client shall pay all fees and expenses arising from such changes and additional services as set forth in section 1 above.

10.12 HOSTING. In addition to all other services set forth herein, Social Link may provide the Client with hosting services in accordance with the Hosting terms set forth in the SOW. In consideration for such hosting services, the Client shall pay Social Link the Annual Hosting Fee set for in the SOW. Failure to pay annual hosting fees could result in suspension of digital assets hosted.