Subscription Service Agreement

THIS AGREEMENT (the "Agreement") is between CHANNELMAX, INC, a South Carolina corporation, which is doing business as "Black Arrow eCom" or "Black Arrow", and the company named on this Value-Added Reseller Sign Up ("Client"), and is made effective on the date Black Arrow notifies client their account has been created (the "Effective Date").

WHEREAS, the Client wishes to enhance its presence on the World Wide Web portion of the Internet by securing through Black Arrow electronic commerce and related services to make available certain products for sale on the Client's web site (the "Service"); and

WHEREAS, Black Arrow wishes to provide the Service for the Client on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, Black Arrow and Client agree as follows:

1. Confidentiality

Black Arrow acknowledges that in performing the Service for the Client it may have access to or be directly or indirectly exposed to Client's Confidential Information. Black Arrow shall hold confidential all Client's Confidential Information, including without limitation Client's customer activity, inclusive of customer lists, sales, pricing and transactions and communications related to the Service and shall not disclose such Client's Confidential Information without express written consent of the Client. Black Arrow shall use reasonable measures and reasonable efforts to provide protection for client's Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors of Black Arrow to sign a non-disclosure agreement before obtaining access to the Client's Confidential Information.

Client acknowledges that in utilizing the Service it may have access to or be directly or indirectly exposed to Black Arrow's Confidential Information. Client shall hold confidential all Black Arrow's Confidential Information, including without limitation Black Arrow's databases, software and site content related to the Service and shall not disclose such Confidential Information without express written consent of Black Arrow. Client shall use reasonable measures and reasonable efforts to provide protection for Black Arrow's Confidential Information.

2. Services

The Client services will include assistance with the initial storefront creation, eCommerce technology and a Product Catalog, a database of product information provided by Black Arrow for Client access, as updated by Black Arrow from time to time, which database shall be fully integrated by Black Arrow into the Service.

3. Term

This Agreement shall have an initial term of one (1) year commencing on the Effective Date. Thereafter, the Agreement shall automatically renew each subsequent year on the anniversary of the Effective Date for a one-year term unless the Client notifies Black Arrow in writing at least sixty (60) days prior to the end of the current term of the Client's intent to terminate the Agreement at the conclusion of the current term. This Agreement may be terminated pursuant to Section 8.1, 8.2, or 8.3 hereof.

4. Compensation

The Client shall pay to Black Arrow fees pursuant to the Fee Schedule for the Subscription Option selected by the Client.

Fees charged by Black Arrow under this agreement are subject to change. In the event of a fee increase, Black Arrow shall provide the Client with at least sixty (60) days advance written notice, during which time, and notwithstanding the termination rights of either party as described in Sections 3, 8.1, 8.2, and 8.3 of this Agreement, the Client may terminate the Agreement by providing written notice of termination to Black Arrow.

The Client shall be the seller of all Products purchased through the Service and shall be responsible for any taxes associated with the sale of Products through Services, inclusive of all applicable federal and state sales tax.

5. Proprietary Rights

Domain Name. The Services shall be associated with a domain name chosen by Black Arrow and registered in Black Arrow's name. All right, title and interest in the domain name for the Services shall vest exclusively in Black Arrow.

5.1. Grant of License by Black Arrow

As between Black Arrow and Client, Black Arrow shall own all right, title and interest in and to the Services and all proprietary rights associated therewith including but not limited to all software owned by Black Arrow, which is employed by Black Arrow in connection with design, development, implementation, support and maintenance of the Services. Black Arrow hereby grants to Client a non-exclusive, non-transferable, limited license, to use the Services under the terms and conditions of this Agreement. Except for the limited license set forth in this Section 4.1, Black Arrow expressly reserves all other rights in and to the Services and all proprietary rights associated therewith.

5.2 Acknowledgement of Proprietary Interests

Client shall not use any Black Arrow Content, defined as any and all information or images contained on any Internet domain which is the property of or is maintained by Black Arrow, or Black Arrow Marks, logos or other identifiers in any manner other than as is expressly provided for in this Agreement, or permit any third party to do so, without Black Arrow's prior written approval of the intended use.

All materials, products, and modifications developed or prepared by Black Arrow related to the Service or as may be provided under the terms of this Agreement, including without limitation forms, images on the Internet, the site content of Black Arrow, any HTML elements or similar code or software language elements relating thereto, and software are the property of Black Arrow and all right, title and interest therein shall vest in Black Arrow. All such materials shall belong exclusively to Black Arrow with Black Arrow having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof.

6. Warranties, Representations And Covenants

6.1 By Black Arrow.

Black Arrow represents, warrants and covenants that: (i) all of the Services will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel; (ii) Black Arrow has full authority to enter into this Agreement; (iii) the software and other materials used by Black Arrow in fulfilling its obligations under this Agreement do not now and will not infringe upon any copyright, patent, trade secret, contract right or other third party right; and (iv) Black Arrow shall take all reasonably necessary steps to ensure the security and confidentiality of the Site.

6.2. By Client

Client represents, warrants and covenants that: (i) it has full authority to enter into this Agreement; and (ii) all obligations owed to third parties with respect to the activities contemplated to be undertaken by Client pursuant to this Agreement are or will be fully satisfied by Client so that Black Arrow will not have any obligations with respect thereto; and (iii) Client shall notify Black Arrow immediately of any breach or failure of security or confidentiality of the Services and shall cooperate fully with Black Arrow, in any investigation or prosecution thereof by Black Arrow.

7. Limitation of Liability

EXCEPT WITH RESPECT TO LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ABANDONMENT OF ITS OBLIGATIONS HEREUNDER (THE "EXCEPTIONS"), NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN ANY EVENT, THE LIABILITY OF BLACK ARROW HEREUNDER SHALL NOT EXCEED THE FEES, PAID BY THE CLIENT HEREUNDER.

8. Termination

8.1. Termination for Breach

Either Party may terminate this Agreement upon sixty (60) days' written notice if the other Party materially breaches any of the terms of this Agreement; provided, however, that this Agreement will not terminate if the non-terminating party has cured the breach within the sixty (60) day period.

8.2. Termination for Bankruptcy and Similar Events

Either Party may terminate this Agreement, effective immediately upon written notice, if: (i) all or a substantial portion of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; (ii) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days; or (iii) the other party is adjudged bankrupt or insolvent.

8.3. Survival

Upon expiration or termination of this Agreement, the provisions of Article 1, Articles 4 through 7 inclusive, this Section 8.3, and Article 9 shall survive.

9. General

9.1. Independent Contractors

Client and Black Arrow agree that they will be independent contractors. Neither party will be an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party.

9.2. Indemnification

Client shall indemnify, defend, and hold harmless Black Arrow, its directors, officers, employees and agents with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that it is based upon a claim that: (i) if true, would constitute a breach of any of the Client's representations, warranties, or agreements hereunder or in association with the Client promoting, advertising or representing the products sold in connection with the Service; or (ii) arises out of the gross negligence or willful misconduct of the Client. In claiming any indemnification hereunder, Black Arrow shall provide the Client with written notice of any claim which it believes falls within the scope of the this indemnification. Black Arrow may, at its own expense, assist in the defense if it so chooses, provided that the Client shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind Black Arrow shall not be final without its written consent.

9.3. Notices

Any notice, demand or request by or made pursuant to this Agreement shall be deemed properly made if personally delivered in writing or deposited in the United States mail, postage prepaid, to the address provided below. This shall not be construed to restrict the transmission of routine communications between representatives of the Client and Black Arrow.
For Black Arrow: Black Arrow, 6 Logue Court, Greenville, SC 29615
For Client: Address designated in the Value Added Reseller Sign Up

9.4. Waiver

Client and Black Arrow agree that the failure of either Party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.

9.5. Assignment

Neither Party shall transfer or assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed, provided, however, that Black Arrow may assign this Agreement to an affiliate or to a successor in interest.

9.6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina applicable to contracts entered into and wholly to be performed in the State of South Carolina. Each Party irrevocably consents to the exclusive jurisdiction of the courts of the State of South Carolina and the federal court situated in the State of South Carolina, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.