The General Terms and Conditions set forth below (the “Terms and Conditions”) are an important part of every client relationship and are incorporated into every Design Brief or other written or nonwritten client agreement. As used herein, “LanBlue” refers to LanBlue, Inc., a Florida corporation, and “Client” refers to the LanBlue client retaining LanBlue to provide services.

Agreement.

The Client agrees that these Terms and Conditions are binding in all respects upon the Client; provided, in the event of any inconsistency between any of the provisions of these Terms and Conditions and the provisions of the Design Brief (if any) as prepared by LanBlue for the Client, the provisions of such Design Brief shall govern. These Terms and Conditions are binding upon the Client whether or not a Design Brief has been prepared for the client. As used herein, “Agreement” means the Design Brief or other written agreement between LanBlue and the Client, as supplemented by these Terms and Conditions.

Services and Acceptance.

LanBlue provides a variety of website design and maintenance, consulting, software development, marketing and other services for clients. As used herein, “Services” means the services to be provided to the Client, as described in the Agreement. The Client shall be deemed to have accepted the Services and authorized LanBlue to begin providing the Services for all purposes of this Agreement upon the Client’s delivery to LanBlue of an email, fax, letter or other written instrument accepting the Design Brief, LanBlue’s fee quote or otherwise accepting the Services.

Intellectual Property.

The Client shall not submit or incorporate any content that consists of or includes any material that is proprietary to any individual or entity other than the Client or that is protected by state, federal or international copyright, trademark, intellectual property, trade secret or similar law. Following full payment by Client of all amounts owed to LanBlue pursuant to this Agreement, the Client shall own a limited use, non-exclusive and nontransferable license to use all software produced by LanBlue for the Client in accordance with the Design Brief (but only to the extent so provided in the Design Brief). All other materials utilized or created by LanBlue in providing the Services shall remain the sole property of LanBlue. LanBlue reserves the right to destroy any materials provided by the Client to LanBlue to the extent that such materials are not claimed and retrieved by the Client within 30 days of the completion of the Services or any earlier termination of this Agreement. LanBlue reserves the right to include an unobtrusive credit with hypertext link on each page of a Client’s website or software system and to reproduce samples of the Client’s project in LanBlue marketing materials.

No Warranty.

No warranty of any nature whatsoever is expressed or implied by LanBlue to the Client and all Services are provided on an AS-IS, with all faults basis. In particular, and without limiting the generality of the foregoing, LanBlue does not make any guarantee, representation or warranty (i) of merchantability, (ii) of fitness for a particular purpose, (iii) that the Services will result in any increase to the Client’s sales, revenues or business, (iv) regarding any minimum functionality or performance, or (v) regarding any other matter directly or indirectly related to the Services.

Limitation of Liability.

LanBlue shall not be liable to the Client for any loss, damage, claim, expense (including, without limitation, attorney fees), lawsuit or judgment, directly or indirectly arising from or relating to (i) any act or omission of LanBlue in providing the Services, other than intentional misconduct or gross negligence, (ii) any indirect, special, punitive or consequential damages or damages for lost profits, lost opportunities or business interruption whatsoever, (iii) damage or delay resulting directly or indirectly from any act of God, labor dispute, inclement weather, act of a public authority, act of the Client or other unforeseen contingency or matter beyond the reasonable control of LanBlue, (iv) any failure or lack of function on any delivery by LanBlue pursuant to the Services, whether a website, software or otherwise, or any loss resulting from any failure of LanBlue’s servers or other hardware or software, (v) any virus, worm or other contamination of any Client system or software or any other partial or entire loss of a server or other hardware, (vi) any failure of LanBlue to identify, diagnose or resolve any delay or loss of service or function or any errors or omissions in providing the Services, or (vii) any other matter directly or indirectly related to this Agreement or the Services. In the event that a court of competent jurisdiction determines that the foregoing limitation of liability is unenforceable in whole or in part, or in the event of any gross negligence by LanBlue, the liability of LanBlue to the Client shall in no event exceed the aggregate amount paid by the Client to LanBlue in connection with the Services.

Indemnification.

The Client agrees to indemnify and hold LanBlue (and its shareholders, directors, officers, employees and agents) harmless from any claim, cost, expense (including, without limitation, attorney fees), judgment, suit and all other losses of whatever type and nature in any way arising or resulting from (i) any inaccuracy, misrepresentation or omission in the information provided by the Client to LanBlue, (ii) any content on the Client’s website (if any) that infringes on the trade secrets, copyright, trademark or other intellectual property rights of any other individual or entity, (iii) any content on the Client’s website that violates any applicable state, federal or other law, (iv) any offensive, defamatory, misleading, threatening, invasive of other’s privacy rights, inaccurate or confusing display of content on the Client’s website, (v) any suit, claim, judgment or loss of any third party resulting from any sale or other distribution by the Client of product, software or other property produced pursuant to the Services, (vi) any default by the Client under the Agreement, (vii) any use of the website, the software or the server or any data included on the website, the software or the server, or (viii) any use of any other software in connection with the website, the software or the server.

Estimates.

LanBlue gives estimates as a ballpark idea of costs. These estimates are a good faith approximation of charges that would likely be quoted and are not a final quote of charges. Estimates are subject to change in LanBlue’s sole discretion.

Payment.

Unless otherwise provided in the Design Brief, payment by the Client of LanBlue’s quoted fee is due (i) if the quoted fee is less than $1,000, upon the Client’s acceptance of the Services, and (ii) if the quoted fee is at least $1,000, an initial payment equal to 50% of LanBlue’s quoted fee is due upon the Client’s acceptance of the Services and all remaining amounts are due upon the earliest to occur of (a) the project attaining “Pending Operational” status, (b) the completion of the Services, or (c) 30 days after the Client’s acceptance of the Services. Notwithstanding the foregoing, the Client shall pay LanBlue all amounts set forth in the Agreement in full in the manner provided in the Design Brief (if any), but in any event no later than LanBlue’s completion of the Services. The charges described in the Design Brief relate only to the services and materials therein described and additional charges may apply if any additional services or materials are requested. Such additional services may include, without limitation, (i) additional content, graphics, web pages or other significant features, (ii) more than two rounds of revisions to content produced pursuant to the Design Brief, (iii) revisions to content that is provided by the Client as “ready” for publication or that has already been approved by the Client for publication, or (iv) significant changes in scope or direction of a project.

Status.

LanBlue classifies websites as either (i) “Development” status, meaning that Services have commenced, (ii) “Pending Operational” status, meaning that a significant portion of the Services have been completed or 60 days have passed since the Services commenced, or (iii) “Operational” status, meaning that Services are complete. Websites that are in “Pending Operational” status are available on the Internet for public viewing.

Amendment.

LanBlue reserves the right to amend these Terms and Conditions at any time and from time to time in its sole discretion. No amendment to this Agreement may be made by the Client without the written consent of LanBlue. Independent

Contractor.

LanBlue is an independent contractor and is not an employee, agent, joint venture or partner of the Client. LanBlue shall determine in its sole discretion the methods, details and means of providing the Services. The Client shall have no right to control the manner or determine the method by which the Services are provided.

Termination.

LanBlue may terminate this Agreement at any time upon written notice to the Client, provided that (i) LanBlue shall refund all amounts thereunto paid by the Client but not yet earned by LanBlue, and (ii) the Client shall thereafter be obligated to pay to LanBlue in full all remaining amounts as originally agreed for the Services to the extent such Services have been provided by LanBlue and LanBlue shall be entitled to retain all amounts paid by the Client with respect to work completed by LanBlue. The Client may terminate this Agreement at any time upon written notice to LanBlue, provided that LanBlue shall retain all amounts thereunto paid by the Client and the Client shall thereafter be obligated to pay LanBlue in full all remaining amounts as originally agreed for the Services. Following any such termination, LanBlue shall have no further liability or obligation to the Client with respect to the Services or otherwise, but all obligations of the Client to LanBlue hereunder shall survive such termination.

Miscellaneous.

A. Entire Agreement. This Agreement represents the entire agreement among the parties hereto relating to the subject matter hereof. This Agreement supersedes any and all other written or verbal agreements of the parties relating to such subject matter. B. Severability of Provisions. Each provision of this Agreement shall be considered separable and if, for any reason, any provision herein is determined to be unenforceable under applicable law, such unenforceability shall not impair the operation of or affect those portions of this Agreement which are enforceable and such unenforceable provision shall be deemed amended to the minimum extent required to render such provision valid and enforceable. C. Assignment. The Agreement is not assignable or delegable by either party without the written consent of the other party hereto. D. Application to Client. All obligations and covenants of the Client under this Agreement are binding upon the Client and all of its subsidiaries, affiliates, related entities, successors, assigns, designees, owners, officers, directors, employees and agents of such entities. E. Remedies. In addition to any other available remedies under this Agreement, at law or in equity, LanBlue may obtain temporary and permanent injunctions, specific performance and other equitable relief against any breach of this Agreement, or threatened breach, by the Client. No failure of LanBlue to insist on strict performance of any provision of this Agreement shall operate as a waiver of such provision with respect to any other occasion. F. Applicable Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Florida. Each of the parties hereby (i) consents to the jurisdiction of the courts of the State of Florida in any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement, and (ii) waives any objection to venue laid in any such court.