Business Services FastSpring

BUSINESS SERVICES AGREEMENT — FASTSPRING

Parties

Recitals

WHEREAS, Service Provider is in the business of providing business services, technical integration, subscription management support and professional services related to digital commerce platforms, and has expertise in implementation, configuration and operational support;

WHEREAS, Client desires to engage Service Provider to perform certain services in connection with Client's use of FastSpring-related commerce and subscription processes, and Service Provider is willing to provide those services pursuant to the terms and conditions set forth in this Agreement;

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

Scope of Work

Service Provider shall perform the services described in the Scope of Work. Services shall include, without limitation, system configuration, custom integration work, subscription lifecycle support, testing, documentation and reasonable post-deployment assistance.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for Services performed. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be due within days of receipt. Unpaid amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), plus a minimum late fee of $ .

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and for any non-cancellable obligations incurred on behalf of Client.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing, business plans, customer data, software, system architecture, trade secrets and any material marked confidential.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not use Confidential Information for any purpose other than performance of this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure as demonstrated by written records; (iii) becomes available to the Receiving Party from a third party not subject to an obligation of confidentiality; or (iv) is independently developed without access to the Disclosing Party's Confidential Information.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. Either party may seek injunctive relief to prevent unauthorized disclosure of Confidential Information without posting bond.

Representations, Warranties and Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, consolidation or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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