Master Service Agreement


THIS Agreement (“Agreement”) as of the latest date set forth in the signature area below; by and between AloaLabs, LLC, Inc. a Texas limited liability company, of 1215 Kinwest Parkway Suite 120 Irving, TX 75063 (“Aloa”), (“Client”) and (“Developer”.)


Recitals

WHEREAS, from time to time Client desires to retain Developer to develop software which shall be set forth pursuant to a separate agreement between Client and Developer (individually, a “Proposal” and collectively“Proposals”) ;

WHEREAS, Aloa owns and operates a proprietary internet-based user portal that facilitates the payment for the Product currently known as Aloa Pay.

WHEREAS, Client and Developer desire to retain Aloa as a billing agent to facility payment for the Proposals.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein set forth, the parties hereby agree as follows:

1. ALOA AS AGENT: Client and Developer agree that they are jointly and severally retaining Aloa as each of their respective joint agent for the use of Aloa Pay. Aloa’s sole responsibilities are as expressly set forth in this Agreement and to license the Aloa Pay (as subject to its EULA) for the duration of this Agreement.

2. ALOA SERVICE FEE: Client agrees that all payments due Developer pursuant to the Proposals shall be tendered to Aloa, via Aloa Pay, as agent. Aloa shall remit payment to Developer less the Service Fee within _____________(_____) days of receipt. The Service Fee shall be set forth per a separate agreement between Developer and Aloa. Aloa’s receipt of payment from Client shall be a bar to any action by Developer against Client for payment ofDeveloper’s services. All payments made to Aloa under this Agreement shall be in United States currency and made via Aloa Pay or as directed by Aloa.

Client shall pay, reimburse, and/or hold Aloa harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement or by use of the Product, except income taxes.

3. TERM AND TERMINATION: This Agreement shall be effective as of theEffective Date and shall continue in effect for two (2) years and shall automatically renew for successive one (1) year periods unless one party provides not less than thirty (30) days’ notice to the other parties. Any party may terminate this Agreement upon thirty (30) days’ notice in the event of a breach that is not cured within thirty (30) days of notice.

4. LIMITATION OF LIABILITY: Under no circumstances shall Aloa or its administrators, affiliates, agents, assigns, beneficiaries, employees, executors and successors be liable for any direct, indirect, incidental, special or consequential damages related to the Proposals, including, but not limited to use the product(s) developed by Developer pursuant thereto. ALOA’STOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) TO CLIENT AND DEVELOPER,IN THE AGGREGATE, SHALL NOT EXCEED THE SERVICE FEES PAID TO ALOA DURING THE TWELVE (12) MONTH PERIOD PRECEEDING THE DATE SAID CLAIM ACCRUED.

5. NON-SOLICITATION: Neither Aloa, Client nor Developer shall, during the term of this Agreement and for one (1) year after termination of this Agreement for any reason, directly or indirectly: (i) encourage any employee or subcontractor of one of the parties or its successors in interest to leave their employment with the other party or its successors in interest; or (ii) employ, hire, solicit or cause to be employed or hired or solicited, or to establish a business with, or encourage others to hire, or establish a business with any person who was within one (1) year prior to the date of termination of this Agreement was employed by one of the other parties or its successors in interest and worked on the development of the Product as an employee of one of the other parties.

6. MISCELLANEOUS: (a) Independent Contractors. The relationships of the parties to each other are that of an independent contractor. (b) Notices. Any notices provided for by this Agreement shall be made by overnight courier, delivery fees prepaid, signature release requested to the parties’ address as first listed above or as otherwise designated in writing. (c) Entire Agreement. This Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof. (d) Disputes. The parties agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Any disagreements not so resolved shall be shall be subject to arbitration in Cook County, Illinois and in accordance with theCommercial Arbitration Rules of the American Arbitration Association. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court. (e) Choice of Law. This Agreement shall be construed pursuant to the laws of the State of Illinois. (f) Attorneys’ Fees. The non-prevailing party shall reimburse the prevailing party for all attorneys’ fees, court costs and expenses that the prevailing party incurs in enforcing the terms and conditions of this Agreement. (g) Severability. In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.(h) Waiver. No party shall be deemed by mere lapse of time (without giving notice or taking other action hereunder) to have waived any breach by the other party of any of the provisions of this Agreement. (i) Assignment. No party may assign this Agreement or any of its rights or obligations or the license hereunder, without the prior written consent of the other party. (j) Interpretation.The parties agree that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation.

7. ENTIRE AGREEMENT: This Agreement and all amendments set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. This Agreement may be amended only by a written agreement signed by all parties.

IN WITNESS WHEREOF, the Parties have caused their respective authorized representatives to affix their signatures to the Proposal, as free and voluntary acts.