Master Subscription Services Agreement

This Sites Master Subscription Services Agreement (“Agreement”) is entered into by and between Verdensvev Inc. (“we” or “Sites”) and the Subscriber identified in the Services Order Form (“you” or “Subscriber”) effective as of the Effective Date of the Service Order Form. Verdensvev Inc. and Subscriber shall individually be referred to as a “Party” and collectively as the “Parties.”

In consideration of the mutual representations, warranties, and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions

The following terms shall be capitalized throughout this Agreement and shall be defined as follows:

Authorized Users

The term “Authorized Users” refers to all individuals in the Subscribing Department specified in the Order Form and authorized by the Subscriber to access and use the Services.

Sites Platform

The term “Sites Platform” or “SP” refers to the interface and associated software allowing an Authorized User of the SP to create, modify, and publish Websites, including the ability to alter the design, structure, and styling of Websites.

Cloud Integration Services

The term “Cloud Integration Services” refers to third-party design, marketing, and analytic cloud services offered by Sites for integration within Subscriber’s Website(s) as part of the Services.

Content

The term “Content” shall mean any and all text, data, code, software, graphics, information, images, audio, visual or audiovisual combinations, or other materials submitted, uploaded, imported, communicated, or exchanged to facilitate the provision of Services under this Agreement.

Subscriber Content

The term “Subscriber Content” refers to any Content submitted, uploaded, imported, integrated, communicated, or exchanged through the Platform by Subscriber, including any user-generated Content.

Subscriber Client

The term “Subscriber Client” refers to a client of Subscriber on whose behalf Subscriber is utilizing and/or managing the Services.

Sites Trademarks

The term “Sites Trademarks” shall mean any trademarks, service marks, design marks, symbols, logos, and/or other indicia of source owned or used under license by Verdensvev Inc., and all goodwill associated therewith.

Subscriber and/or Subscriber's Client's Trademarks

The term “Subscriber and/or Subscriber’s Client’s Trademarks” shall mean any trademarks, service marks, design marks, symbols, logos, and/or other indicia of source owned or used under license by Subscriber and/or Subscriber’s Client, and all goodwill associated therewith.

Properties

The term “Properties” refers collectively to Subscriber Content and Subscriber and/or Subscriber’s Client’s Trademarks.

Platform

The term “Platform” refers to software and software services owned and operated by Sites, and Sites’s mobile applications.

Seat

The term “Seat” means a unique login identification and password combination for accessing specific Services. An individual Seat must be uniquely assigned to no more than one (1) Authorized User.

Services

The term “Services” means the Sites Platform and any other software or creative services that may be specified on the Order Form and are hosted or managed by Sites.

Website(s)

The term “Website(s)” means a collection of related Web Page(s) under a unique Subdomain, Root Domain, and Top Level Domain combination. (By way of example, in the Website address www.sites.design, "www" is the "Subdomain", "sites" is the "Root Domain", and "com" is the "Top Level Domain").

Web Page

The term “Web Page” means a document accessible on the internet via a common Subdomain, Root Domain, and Top Level Domain combination. (By way of example, blog.sites.design, blog.sites.design/page1, and blog.sites.design/page2 are separate Web Pages located at the Website blog.sites.design.)

Order Form

The term “Order Form” refers to the attachment identified as “Exhibit A-_” to this Agreement that is mutually agreed to in writing by the parties and contains additional terms that are incorporated by reference into this Agreement.

2. Services

Pursuant to this Agreement, the Parties may mutually agree upon specific Services on the Platform to be provided by Sites to Subscriber as further specified within any Order Form. The terms of any Order Form shall be incorporated by reference as though fully set forth herein and shall be sequentially numbered as follows: Exhibit A-1, Exhibit A-2, etc. To the extent the Order Form provides conflicting terms to this Agreement, the terms of the Order Form shall prevail.

3. Authorized Users

Access by Subscriber and its Authorized Users shall be subject to the terms and conditions of this Agreement. Authorized Users of a specific Service are not permitted to use other Services unless otherwise specified in an Order Form. Subscriber shall maintain the confidentiality and security of account login information.

4. User License Agreement (“EULA”)

Sites hereby grants Subscriber a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable (except as permitted under Section 21(f)), worldwide revocable license to access and utilize the Services under the terms of the Order Form.

Utilization

This EULA grants Subscriber the right to access and utilize the Services only for the number of Website(s) and page views applicable to the subscription plan designated in the Order Form.

Authorized Access

Subscriber shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Sites promptly of any such unauthorized access or use.

Cloud Integration Services Exclusion

Sites’s EULA excludes any Cloud Integration Services incorporated by Subscriber in connection with Subscriber’s access and use of the Services. Subscriber’s license to integrate such Cloud Integration Services is subject to the terms and conditions imposed by each third-party service selected by Subscriber.

Support

Subscriber shall designate an Authorized User to be the administrator. Sites will provide Authorized Users with the Support Levels described in Exhibit B and provide the Services in compliance with the terms of the Service Level Agreement set forth in Exhibit C.

5. Intellectual Property

All right, title, and interest in the Platform (and its component parts) and in any ideas, know-how, code, derivative works, or intellectual property rights (i) associated therewith or (ii) which result from the provision of Services, including, without limitation, any enhancements or modifications made to the Platform, shall at all times remain solely and exclusively the property of Sites or its licensors. Subscriber shall take no action inconsistent with such title. Subscriber and/or Subscriber’s Client shall retain all right, title, and interest in the Website(s) and Properties.

6. Content and Trademark License

Subscriber hereby grants to Sites a non-exclusive, royalty-free, fully paid-up, non-assignable (except as permitted pursuant to Section 21(f)), worldwide right and license to collect, process, store, host, copy, transmit, and display any and all Website(s) and Properties in all media now known or hereinafter created, for purposes of providing the Services during the Subscription Term.

7. Subscription Fees and Term Payment

Subscriber shall pay to Sites the Subscription and other service fees as specified in the Order Form. Payment of all fees shall be due as specified in the Order Form according to the payment terms and method selected in the applicable Order Form.

Late Payments

Sites may suspend or terminate services for payments that are more than thirty (30) days past due. Past due payments will accrue interest at the greater of 1.5% monthly or the highest interest rate allowable under applicable law.

Taxes

Subscriber is responsible for paying any applicable governmental sales, use, value-added, commodity, harmonized, and other taxes imposed on the purchase or use of the Subscription Services. To the extent Sites is required to collect such taxes, the applicable tax will be added to Customer’s billing account.

Subscription Term

The term of this Agreement will commence on the Effective Date and shall continue for the periodic Subscription Term identified in the applicable Order Form, and any renewal thereof (“Subscription Term”), unless earlier terminated pursuant to the terms of this Agreement.

No Refunds

Except in the event of a material, uncured breach by Sites, the Subscriber shall be responsible for all fees for the entire Subscription Term. Fees will not be prorated upon cancellation and/or termination, and all fees paid through the date of termination are nonrefundable.

8. Subscription Renewal Notice

Except as otherwise specified in the Order Form, Services will automatically renew for subsequent periodic terms equal to the expiring Subscription Term, unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the applicable Subscription term. The fees for the automatic renewal term will be the same as that during the immediately prior term (exclusive of initial discounts or fees for optional upgrades, additional products, licenses, or integrations over and above the base Services rate) unless Sites provides prior written notice of a fee increase at least ninety (90) days before the end of the applicable Term.

Price

Sites may increase the Services fees by an amount not to exceed the greater of: (a) 5% or (b) Consumer Price Index for all Urban Consumers (CPI-U), U.S. City Average, All Items. Sites shall provide written notice of its intent to increase the Services fees, along with the amount of any such proposed increase, no later than ninety (90) days prior to the expiration of the Initial, or any Renewal, Term.

9. Use Restrictions

Subscriber will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services. Subscriber will not make the Services available for the benefit of any third party or sell, resell, license, sublicense, distribute, rent, or lease the Services to any third party for any purpose, commercial or otherwise.

10. Back-Up Data Responsibility

Sites will use good faith efforts to back up data periodically. Backups are intended for internal use to attempt to quickly restore a website; however, Sites cannot guarantee that a backup will be available for restoration upon Subscriber’s request. Subscriber shall be responsible for backing up all Subscriber Content to prevent potential data loss.

11. Confidentiality & Non-Disclosure

In utilizing the Services, Sites may have access to Subscriber’s confidential and proprietary Content (“Confidential Information”). To the extent such Confidential Information is disclosed to Sites:

Non-Disclosure Obligation

Sites shall not disclose any Confidential Information to any third party for any reason without Subscriber’s prior written consent, other than its employees or agents who have a need to know about such information in order to provide the Services.

Required Disclosure

In the event Sites is requested or required by legal process to disclose any of the Confidential Information, Sites shall give Subscriber prompt notice so that Subscriber may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, Sites shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose and shall work with the owner of such Confidential Information to minimize the extent and effect.

Safeguarding Confidential Information

Sites agrees to protect the security of Confidential Information according to all applicable laws and regulations, by commercially acceptable standards, and no less rigorously than it protects its own confidential information, but in no case less than reasonable care. Sites will implement, maintain, and use appropriate administrative, technical, and physical security measures to preserve the confidentiality, integrity, and availability of the Confidential Information.

12. Objectionable Content

Sites is not responsible for, and does not endorse, any Subscriber Content posted on the Platform. Sites does not have any obligation to prescreen, monitor, edit, or remove any Subscriber Content. Sites shall not be liable for any damage or harm resulting from the uploading, posting, or submission of any Subscriber Content.

13. Privacy

Each Party shall comply with all applicable privacy laws and regulations relating to the collection, use, transfer, disclosure, and/or storage of personal information arising from or relating to the provision and/or use of the Services. Sites certify they understand the restrictions relating to Personal Information shared by Subscriber and shall comply with the obligations outlined in the CCPA Addendum attached hereto as Exhibit D and as otherwise required under applicable law.

14. Representations and Warranties

By Subscriber: Subscriber represents and warrants that

• Proprietary Rights: Subscriber has all right, title, interest, and authority to upload, submit, and integrate the Properties, including the right to publish and distribute by electronic and digital means; and
• Non-Infringing: The Properties do not (a) violate, infringe, or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents, or other intellectual property rights of any third party, or (b) violate any statute, law, ordinance, or regulation.

By Sites: Sites represents and warrants that

• Platform Rights: Sites has all right, title, interest, and authority to provide the Platform and allow its use by Subscriber; and
• Non-Infringing: The Platform does not (a) violate, infringe, or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents, or other intellectual property rights of any third party, or (b) violate any statute, law, ordinance, or regulation.

By Both Parties: Each Party represents and warrants that

• Good Standing: Each Party is a business duly incorporated and in good standing under the laws of its state of incorporation.
• Corporate Authority: Each Party has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
• Compliance with Applicable Laws: Each Party shall comply with all federal or state laws or regulations applicable to the performance of its obligations under this Agreement.

Export Compliance

Services may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Subscriber shall not permit access or use of any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea) or in violation of any U.S. export law or regulation.

15. Termination

Automatic Termination

This Agreement shall automatically terminate upon the bankruptcy or insolvency of either Party.

Breach

Either Party may terminate this Agreement if the other Party breaches any material provisions of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

Effect of Termination

During the thirty (30) day period following termination or expiration of the Subscription Term, Sites will, upon Subscriber Request, grant Subscriber access to the Services for the sole purpose of permitting Subscriber to retrieve Subscriber Content. After expiration of the thirty (30) day period, Sites shall, without liability or obligation of further notice to Subscriber, delete Subscriber’s Account and Subscriber Content.

Survival

The following Sections survive termination of this Agreement: Individual Binding Arbitration, Intellectual Property, Content and Trademark License, Confidentiality & Non-Disclosure, Disclaimer of Warranties, Indemnity, Limitation of Liability, and Governing Law.

16. Individual Binding Arbitration

Any claim or controversy with Sites arising out of or relating to the Platform, Services, and/or this Agreement (including its formation, interpretation, performance, and breach) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Federal Arbitration Act shall govern the interpretation and enforcement of this Agreement. The AAA’s rules, as well as forms for initiating arbitration proceedings, are available at www.adr.org.

17. Disclaimer of Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO SUBSCRIBER THROUGH THE PLATFORM, INCLUDING ANY “BETA” RELEASES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SITES DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES (I) WILL BE UNINTERRUPTED, TIMELY, OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, (III) WILL MEET SUBSCRIBER’S REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE SUBSCRIBER USES. EXCEPT WHERE PROHIBITED BY LAW, SITES EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY AND WILL NOT BE LIABLE FOR SUBSCRIBER’S USE OF OR RELIANCE ON THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES.

18. Disclaimer of Third-Party Conduct

SITES DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO SUBSCRIBER’S USE OF THE PLATFORM, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND SERVICES. SITES DOES NOT CONTROL ANY THIRD-PARTY LINKS, SERVICES, GOODS, RESOURCES, AND INFORMATION ON THE PLATFORM.

19. Limitation of Liability

EXCEPT WITH RESPECT TO (I) THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREIN AND (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, SECURITY BREACH, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT WITH RESPECT TO (III) THE PARTIES’ INDEMNIFICATION OBLIGATIONS HEREIN AND (IV) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

20. Indemnity

By Sites

Sites agrees to defend Subscriber and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners, and each of their respective successors and assigns (the "Subscriber Indemnified Parties") and to pay (1) any damages awarded by a court of competent jurisdiction against the Subscriber Indemnified Parties, and (2) direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits, or other consequential economic damages of Subscriber Indemnified Parties) arising out of or relating to a third-party claim that the Services infringe another person's U.S. patent, copyright, trade secret, or trademark.

By Subscriber

Subscriber agrees to defend Sites and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners, and each of their respective successors and assigns (the "Sites Indemnified Parties") and to pay (1) any damages awarded by a court of competent jurisdiction against the Sites Indemnified Parties, and (2) direct expenses, including reasonable attorneys' fees (but excluding any lost revenues, lost profits, or other consequential economic damages of the Sites Indemnified Parties) arising out of or relating to a third-party claim that Subscriber's Content infringes another person's U.S. patent, copyright, trade secret, or trademark.

Notice

The Parties’ obligations under this Section will be conditioned upon the affected Party promptly notifying the other in writing of the existence of any such claim, giving the Indemnifying Party full authority to conduct the defense and settlement of the claim, at the Indemnifying Party’s expense and with counsel of the Indemnifying Party’s selection, and cooperating fully with such counsel.

21. Miscellaneous

Force Majeure

Sites will not be liable or responsible for any delays in providing the Services, or for failing to provide the Services, as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage, or interruption of service, telecommunications or power outage, denial of service attacks, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight, embargoes, terrorism, natural disaster, war, or acts of God.

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.

Severability

The validity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

Modifications

No modification of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party.

Choice of Law

This Agreement shall be governed by and construed and enforced under the laws of the State of California, without regard to or application of California’s conflict of law principles. The Parties consent to the jurisdiction of the State of California, and venue in the County of San Francisco, about any controversy or claim arising out of or relating to this Agreement, or the breach thereof.

Assignment

Neither Party shall assign any of the rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not unreasonably be withheld. However, consent is not required for an assignment of this Agreement in connection with a change of control, merger, stock transfer, sale, or other disposition of substantially all the assets of the assigning Party’s business.

Successors and Assigns

This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

No Waiver

No failure or delay by a Party exercising any right, power, or privilege under this Agreement will operate as a waiver thereof.

Interpretation

Headings are for reference purposes only and do not limit the scope or extent of such section.

Notices

All notices required or permitted to be given under this Agreement will be in writing and delivered to Verdensvev Inc. at: TIME USA LLC, 1095 Sixth Avenue, New York, NY 10036, United States and Subscriber at the billing address on the Order Form or as otherwise specified in writing by Subscriber.

Counterparts

This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

Execution

Either Party may execute this Agreement electronically or with either a manual or digital signature. “Digital signature" means an electronic identifier intended by the Party using it to have the same force and effect as a manual signature. A signed copy of this Agreement delivered via facsimile or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement.

22. Entire Agreement

This Agreement and the Order Form comprise the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.