Ryzeo Term Service Agreement

EZ Publishing, Inc. (DBA Ryzeo) a Corporation with principal offices located at 4104 24th St #379 San Francisco, CA 94114 (“Ryzeo”) and (“Client”) as Referenced in Order Form enter into this Agreement under which Ryzeo will provide services (“Services”) as described herein to the Client for a fee.

1.0 Description of Services

Ryzeo offers the Services to Client. Those services selected by Client on the Order Form are incorporated into this Agreement. Selected services may be changed by mutual agreement between Ryzeo and the Client. Available Services are set forth in “Description of Services.” Service features are subject to change by Ryzeo from time to time.

2.0 Payment of Fees

All fees are invoiced monthly at the end of each billing period. Platform, CPM, and Unit fees are invoiced in advance of the next billing period. Labor fees are invoiced in arrears. All payments are due and payable prior to the start of the next billing period unless otherwise agreed. Ryzeo may provide a payment grace period at its discretion. Client’s account may be disabled if payment is not received by the end of the grace period. Any refunds or credits must be requested within 60 days of the end of the monthly service period. Payment shall be by credit card unless otherwise agreed. In the case of manual payment, a prepayment of one month’s fees may be required.

3.0 Other Terms and Conditions

A. Incorporated Documents.

By reference the following Ryzeo documents are incorporated into this Agreement: Order Form, Terms of Use, Privacy Statement, Security Statement, and Anti-Spam Policy. These documents are posted on the Ryzeo website at www.ryzeo.com and are subject to change from time to time. In the event of a conflict between this Agreement and any of these documents, this Agreement shall hold precedence.

B. Term and Termination.

This Agreement shall commence upon execution by the Parties to this Agreement and shall be in effect for twelve months from the commencement date. The Agreement, with all recurring Services previously purchased or added, will automatically renew for successive twelve month periods unless either of the Parties provides written notice not to renew to the other not less than thirty days prior to then current term’s end.

C. Indemnification.

Client shall defend, indemnify and hold Ryzeo, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole acts and/or negligence of Ryzeo.

Ryzeo shall, to the fullest extent permitted by law, indemnify and hold harmless the Client, its officers, directors, and employees against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Ryzeo’s negligent performance of professional services under this Agreement and that of its sub-consultants or anyone for whom Ryzeo is legally liable.

D. Reseller Rights and Obligations.

Ryzeo hereby grants Client the right to resell the Services selected in this Agreement to Client’s Affiliates. Client shall ensure that each such Affiliate agrees to the Terms of Service as posted on the Ryzeo website.

E. Transferability/Assignment.

Client shall not assign this Agreement in whole or in part without prior written consent from Ryzeo, which consent shall not be unreasonably withheld, conditioned or delayed. Any change in control of Client resulting from a merger, consolidation, stock transfer, or asset sale shall be deemed an assignment or transfer for purposes of this Agreement that requires prior written consent from Ryzeo.

F. Arbitration.

This Agreement, including all Disclaimers, will be governed by and construed in accordance with the internal laws of the State of California excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this Section all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in Sacramento, California before J.A.M.S./ENDISPUTE or its successor (“JAMS”) pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the “Act”); and (iii) this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.’s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the “JAMS Rules”), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS’s panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party’s notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator’s award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator’s fees will be shared equally by the parties and each party will bear its own costs and attorneys’ fees. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this Section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief. Any and all disputes regarding the content presented on this site must be resolved through arbitration as set forth in this section.

E. Transferability/Assignment.

i) This Agreement will be binding upon and inure to the benefit of any successor of Ryzeo. Any such successor of Ryzeo will be deemed substituted for Ryzeo under the terms of this Agreement for all purposes. For this purpose, successor means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of Ryzeo.

ii) Client shall not assign this Agreement in whole or in part without prior written consent from Ryzeo, which consent shall not be unreasonably withheld, conditioned or delayed. Any change in control of Client resulting from a merger, consolidation, stock transfer, or asset sale shall be deemed an assignment or transfer for purposes of this Agreement that requires prior written consent from Ryzeo.

Description of Services

The following are standard services available from Ryzeo. Actual services provided to the Client are set forth in the Order Form, incorporated in this Agreement. Service details may be modified in the Order Form.

Email Marketing Platform:

This platform provides a web-based interface to all email marketing functions offered by Ryzeo except as noted below. This includes the ability to upload subscriber list, upload HTML templates, and create emails using a provided editor and a library of stock templates, schedule email campaigns and review campaign results.

This Service is offered for a Monthly Subscription fee, which includes a certain number of active contacts and/or a certain number email volume sent per month. Number of active contacts is the highest number of contacts that had are set as “Active” Opt Status in a given month. Any contacts that were “active” in the beginning of the period, or added during period, and then removed or unsubscribed in the same period will be considered active until the next period.

Behavioral Marketing Platform:

This platform provides a web-based interface to marketing automation and behavior functions offered by Ryzeo except as noted below. This includes the ability to upload subscriber list, upload HTML templates, and create emails using a provided editor and a library of stock templates, capture behavior events, create workflows, and review workflow results.

This Service is offered for a Monthly Subscription. The Monthly Subscription provides a fixed number of active contacts, a maximum volume of email sent from workflows and a number of total events captured during a billing period. Client may select a larger or smaller subscription on a monthly basis. Active contacts are defined as contacts that are being profiled, processing through workflows or receiving emails through workflows.

Set-Up / Implementation Service:

Ryzeo will assist the Client in set up tasks in preparation for the use of the various Services. Assistance might include training, loading of subscriber lists, preparation of email templates and other tasks.

Set-Up Services are offered for a Set-Up Fee, which may be a fixed charge for a defined list of tasks or on an hourly rate.

VIP Support Services:

This is a package of support services that include an assigned Account Manager to assist Client in problem anticipation, escalation and resolution and to periodically meet with Client to evaluate opportunities to improve service utility.

VIP Support Services are offered for a fixed monthly Support Services Fee. This service may be terminated at the end of any billing cycle.

Custom Template Design:

This service creates custom, editable email templates suitable for use with the Email Marketing Platform. Custom Template Design may range from complete design to retrofitting existing templates to work with the Ryzeo editor.

Custom Template Design is offered for a per template basis with the price based upon the level of design and customization.

Custom Programming:

Custom Programming includes assistance to the Client in the implementation and operation of utilities and other programmatic interfaces to the Email Marketing Platform.

This service is priced on a time and materials basis.