This Advantage Design Group On-Line Services Agreement, which consists of this cover document concluding with a signature block (the “Cover Document”) and the attached Terms and Conditions (collectively, this “Agreement”), is made, entered into and effective as of the date specified in the digitally signed and dated PandaDoc agreement, between Advantage Design and Client as follows:

A.  Scheduling

SCHEDULING. Advantage Design will setup and provide the Advantage Orientation System for Client’s access and use (collectively, the “Setup”). The fees, charges and schedule for Setup shall be set forth in a Statement of Work. The Statement of Work will include a proposed plan for Setup and the proposed date Client will commence use of the Advantage Orientation System in a live working environment (the “Access Date”). Client agrees to cooperate fully in providing all information required for Setup and Training and to assure successful completion of all events prior to the Access Date. Advantage Design shall have no liability for any delays caused by Client.

B.  Term

TERM. This Agreement shall have an initial term (“Initial Term”) commencing on the Effective Date. This Agreement is subject to one or more renewal Terms as set forth in the Terms and Conditions.

C.  Support Services and Training

SUPPORT SERVICES AND TRAINING. Support Services will be provided in accordance with Advantage Design’s Support and Training Service Policy that is in-effect at the commencement of the Initial Term and any renewal Term (as applicable), which will be provided to Client. The fees for Support and Training Services are included as part of the Access Fees.

Advantage Design will provide training on the use of the Advantage Orientation System (“Training”) as set forth in Advantage Design’s Support and Training Service Policy. Fees for Training are included as part of the Access Fees.

IN WITNESS WHEREOF, the parties have reviewed this Agreement, including the Terms and Conditions and have caused this Agreement to be executed by their respective authorized representatives to be effective as of the Effective Date. By signing below, Client acknowledges its agreement to be bound by the Limitations on Liability, Damages, Remedies and Warranties set forth in Sections 15, 16, 17 and 19 of the attached Terms and Conditions.

Advantage Design Group On-Line Services Agreement

Terms and Conditions

Section 2

Access to and Use of the Advantage Orientation System

Subject to the terms and conditions of this Agreement, Advantage Design grants to Client a personal, revocable, non-exclusive, non-transferable, limited right and license to access the Advantage Orientation System via the Internet using the Minimum System Requirements during the Term of this Agreement (the “License”). The License is limited to the right to access and to use the Advantage Orientation System for Client’s own internal business purposes as expressly authorized under this Agreement, including those Feature Sets that Client may select and license pursuant to Section 4 below. No right to sub-license is granted under this Agreement. Client shall not: (a) reproduce, duplicate, disseminate, copy, sell, rent, lease or loan or otherwise disclose the Advantage Orientation System to any third party or use the same for the purpose of commercial timesharing, service bureau or other rental or sharing agreements with any third party, customer or affiliate of Client; (b) use the Advantage Orientation System for any use other than the intended use set forth in the License and within the scope of the License; (c) reverse engineer or circumvent the security and restrictions of the Advantage Orientation System; or (d) otherwise use the Advantage Orientation System in any way not expressly provided for by this Agreement or the License.

Section 3

Manner of Access to Advantage Orientation System

Client will access the Advantage Orientation System via the Internet using the Minimum System Requirements. Advantage Design has the right and sole discretion to amend the Minimum System Requirements from time to time as may be necessary for compatibility and operability with System Updates, and additional Feature Sets to the Advantage Orientation System. All use of the Advantage Orientation System must comply with the user policies established by Advantage Design. Client’s users of the Advantage Orientation System may be required to accept and agree to on-line terms of use, which terms shall be in addition to this Agreement and shall not supersede or amend this Agreement. Client shall take all steps necessary to protect all User Logins and passwords, to safeguard the security and integrity of the Advantage Orientation System, and to protect against the unauthorized access of the Advantage Orientation System. Client shall immediately notify Advantage Design of any violation of the foregoing. Any access to the Advantage Orientation System using Client’s User Logins and passwords shall be deemed access by Client, except where access is the result of unauthorized disclosure of such User Logins and passwords by the negligent or willful act of Advantage Design. Client will be responsible, at its expense, for establishing, purchasing and maintaining all necessary third party software and applications, hosted applications, Internet access, hardware, storage space and services, sufficient bandwidth and network connectivity, the Minimum System Requirements set forth in the digitally signed and dated PandaDoc agreement, and other requirements necessary to access and use the Advantage Orientation System in a secure environment along with all necessary third party software and services (collectively, the “Third Party Resources”). Client acknowledges and agrees that: (a) accessing the Advantage Orientation System may require the installation and use of Third Party Resources, all of which must be maintained and kept up to date by Client, at Client’s expense; (b) access to and use of the Advantage Orientation System requires the payment of third party fees and Client is responsible for paying such fees; and (c) the Advantage Orientation System may be hosted and maintained by one or more third parties under contract with Advantage Design. Advantage Design is not an agent of any third-party providing or selling Third Party Resources. Any agreements relating to Third Party Resources are solely between Client and the applicable third-party. Advantage Design has no liability for or relating to any Third Party Resources and Advantage Design does not control, endorse or accept responsibility for any Third Party Resources and Client irrevocably waives any claims against Advantage Design with respect to such Third Party Resources.

Section 4

Updates

During the Term of this Agreement, Advantage Design will maintain, correct and modify, and may upgrade and update the Advantage Orientation System (collectively, “System Updates”); provided, however, that the nature, substance, content, timing, manner and release of System Updates, if any, shall be in the sole and absolute discretion of Advantage Design. System Updates shall be included within Advantage Orientation System and the License grant.

Section 5

Additional Feature Sets

From time to time, Advantage Design may make available via the Advantage Orientation System other Feature Sets which may be accessed and used by Client following: (a) Client’s written assent to the terms and conditions of access and usage specific to such additional Feature Sets; and (b) Client’s payment of all Access Fees for the use of such additional Feature Sets. Such additional Feature Sets selected and paid for by Client shall be included within the License grant. While Advantage Design may, during the Term of this Agreement, provide additional Feature Sets, it is under no obligation to do so and the nature, substance, content, timing, manner and release of additional Feature Sets, if any, shall be in the sole and absolute discretion of Advantage Design.

Section 6

Support

Advantage Design will provide email and telephone support (the “Support Services”) on the days and hours set forth on the Cover Document. Support Services provided hereunder do not include Setup Services or Consulting Services. Client will designate at least one employee who will qualify all Client support requests and serve as the primary points of contact for Client with the Support Services. The points of contact shall successfully complete Advantage Design’s training program.

Section 7

Consulting and Custom Configuration Services

Client may request and Advantage Design may provide consulting services (“Consulting and Custom Configuration Services”) in connection with the Advantage Orientation System and the Feature Sets. All Consulting and Custom Configuration Services shall be set forth on a separate statement of work (“Statement of Work”) signed by the parties, setting forth the Consulting Services to be rendered, performance schedules, pricing and any other applicable terms and conditions. All Statements of Work shall be subject to the terms and conditions of this Agreement.

Section 8

Confidentiality, Non-Use and Non-Disclosure

Each party will treat and hold all confidential, proprietary and trade secret information (“Confidential Information”) received from the other party in strict confidence and will not use or disclose to anyone any of the Confidential Information except in connection with each party’s performance under this Agreement or as required by law. The term “Confidential Information” shall include, without limitation, the terms and conditions of this Agreement, the Client Content, all User Logins and passwords, Advantage Design Intellectual Property, the Advantage Orientation System and the Feature Sets and their features, functionality, work-flow, algorithms, screen displays and methods, System Updates and all documentation relating thereto. Upon termination, cancellation or expiration of this Agreement for any reason whatsoever, each party shall return to the other all Confidential Information.

Section 9

Payment Terms

Client shall pay to Advantage Design the fees set forth in this Agreement on or before the applicable due dates including, without limitation, the Access Fees, Setup Fees, and fees for Consulting and Custom Configuration Services, if any. Any past due amounts owing under this Agreement shall bear interest of one and one-half percent (1½%) per month from the due date or the highest rate permissible by law if less. Client shall be solely responsible for and reimburse Advantage Design for any taxes, including without limitation, sales, use, property, excise, value added and gross receipts levied on this Agreement and the use of the Advantage Orientation System, except taxes based on the net income of Advantage Design. In the event of any failure to timely pay any fees or amounts due and if Advantage Design has provided written notice of non-payment and such payment is not then made within five (5) business days, all remaining fees or amounts due for the remainder of the Term shall automatically and immediately be accelerated and become due and payable in full.

Section 10

Ownership of Intellectual Property

Client shall not contest or otherwise challenge: (a) Advantage Design’s designation of its Confidential Information as trade secrets and commercially sensitive and confidential and proprietary information; or (b) Advantage Design’s ownership of the Confidential Information and of all copyrights, patents, trade secrets, service marks, trademarks, proprietary rights, domain name registrations, and other intellectual property rights in and to the Confidential Information and arising therefrom (collectively, the “Advantage Design Intellectual Property”). No title or ownership of the Confidential Information or Advantage Design Intellectual Property is transferred to Client by way of this Agreement. Except for the License, no other rights, whether express or implied are granted to Client, and all rights not expressly granted to Client in the License are expressly reserved and retained by Advantage Design. Client shall own all information, data, photographs, images, videos, files, documents, and other content that Client uploads, submits or uses in connection with the Advantage Orientation System (“Client Content”). Client hereby grants to Advantage Design a non-exclusive license to use the Client Content in connection with providing its services under this Agreement.

Section 11

Interruption of Use

The Advantage Orientation System and services may be inaccessible or unavailable, in whole or in part, for various reasons including, without limitation (collectively, “System Downtime”): (a) equipment, network, software and hardware malfunctions; (b) maintenance and repairs, and servicing, upgrading, and testing of the Advantage Orientation System, Feature Sets and its hardware, software and network components; (c) a Force Majeure; or (d) downtime caused by reasons beyond Advantage Design’s reasonable control including, without limitation, actual or threatened security concerns, Internet or connectivity failures, failure or downtime of third party software, hardware, networks and services, delays, or failures. Whenever reasonably possible, Advantage Design will schedule System Downtime during off-peak hours and provide Client with at least forty-eight (48) hours’ notice thereof, which notice may be provided electronically or displayed via the Advantage Orientation System. Client acknowledges and agrees that Advantage Design shall not be liable for System Downtime, and System Downtime shall not constitute a breach of this Agreement. In the event the Advantage Orientation System is inaccessible or unavailable for reasons other than System Downtime, Client may receive service credits applicable towards the Access Fees for renewal Terms as set forth in the Advantage Design Group Support and Training Service Policy in effect as of the start of the Access Date and any renewal Terms.

Section 12

Term of Agreement

Unless earlier terminated in accordance with Section 13 below, the term of this Agreement shall be for the Initial Term and will automatically renew for successive additional renewal terms of twelve (12) months unless either party provides the other with written notice of non-renewal no less than sixty (60) days prior to expiration of the then in-effect Term. The term “Term” shall mean the Initial Term and any renewal terms thereafter. Unless otherwise stated on the Cover Document, all fees including, without limitation, the Access Fees and any other fees for all renewal Terms shall be at Advantage Design’s then prevailing rates and charges.

Section 13

Termination

Either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of a failure to pay any fees or amounts due, which failure must be cured within five (5) business days after receipt of written notice from Advantage Design. Either party may terminate this Agreement immediately and without notice if the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors.

Section 14

Effect of Termination

Upon the termination, cancellation or expiration of this Agreement for any reason whatsoever: (a) the License shall immediately, automatically, and without notice, be revoked; (b) each party shall immediately cease use of the other’s Confidential Information and shall return the same to the other in accordance with Section 7 above; (c) Client shall immediately cease all access to and use of the Advantage Orientation System; and (d) Advantage Design shall have the right to terminate and deny Client access to the Advantage Orientation System immediately and without notice. The obligations set forth in Sections 7, 8, 9, 13, 14, 19, and 22 and any other obligations which, by their nature are intended to survive, shall survive the termination, expiration, or cancellation of this Agreement.

Section 15

Representations and Warranties of Client

Client represents and warrants that: (a) Client will not use the Advantage Orientation System for any illegal purpose or in violation of any law or regulation; (b) Client owns all rights, title and interest in and to the Client Content or has obtained all rights, licenses, permissions, consents and authorizations for its use; and (c) Client shall only use the Advantage Orientation System for its internal business purposes and shall not transmit, receive, download, generate, upload, use or solicit any Client Content or other materials or use the Advantage Orientation System in a manner: (i) which may violate the copyright, trade secret, confidentiality or other intellectual property rights or rights of privacy or publicity of any person; (ii) containing any destructive or interfering programs, applications, or instructions; or (iii) which may subject or expose either party to civil or criminal liability. Client shall defend, indemnify and hold harmless Advantage Design from and against any actual or threatened claims arising out of or relating to any breach of the representations and warranties set forth in this Section.

Section 16

Warranties

Advantage Design grants solely to Client starting on the Access Date and lasting for the Term the following limited warranties (the “Limited Advantage Design Warranties”): (a) the Advantage Orientation System and the Feature Sets selected and paid for by Client will substantially perform the material functions described in the user documentation Advantage Design provides for the Advantage Orientation System (whether in on-line, electronic or printed form); and (b) all services performed under this Agreement including, without limitation, all Support Services, Setup, Training Services, and Consulting Services, shall be performed in a professional workmanlike manner.

Section 17

Sole Remedy for Breach of the Limited Warranty

If at any time during the Term there is any breach of any of the Limited Advantage Design Warranties, Client’s sole and exclusive remedy shall be as follows: Client shall deliver written notice to Advantage Design of the breach, and Advantage Design shall use reasonable efforts to correct such breach within forty-five (45) days or provide a mutually acceptable plan for correction by forty-five (45) days following the receipt of the Client’s notice by Advantage Design; however, if such breach is not corrected within such forty-five (45) day period, Client may, upon delivering to Advantage Design written notice of termination within seven (7) days after the expiration of the forty-five (45) day cure period, terminate this Agreement and receive a refund of any pre-paid portion of the Access Fees actually paid by Client to Advantage Design for the unused portion of the then in-effect Term remaining after the date of termination.

Section 18

Limitation of Remedies and Liability

Section 19

Disablement

Notwithstanding any provision of this Agreement to the contrary, Advantage Design shall have, among its other rights and remedies, the right, without any liability to Client, to immediately temporarily or permanently disable, suspend or terminate Client’s access to and/or use of the Advantage Orientation System and its Feature Sets, in whole or in part, with or without notice in the event that: (a) Client’s access or use of the Advantage Orientation System interrupts or interferes with the operation of the Advantage Orientation System in any manner or creates an actual or threatened security risk; (b) immediately in the event of any actual or threatened breach by Client of Section 14; or (c) Client defaults on any obligation under this Agreement, including, without limitation, the obligation to pay fees or any amounts due hereunder, if such default remains uncured for ten (10) business days after notice, which notice may be provided in writing or displayed or delivered electronically via the Advantage Orientation System.

Section 20

Indemnity

Advantage Design shall indemnify, defend, and hold Client harmless from and against any and all losses, damages, awards, judgments, liabilities, costs, and expenses (including, without limitation, reasonable legal fees) arising from any actual or threatened third party claim that the Advantage Orientation System infringes any United States patent, copyright, trade secret or other third party’s intellectual property right. These obligations shall be contingent upon Client: (a) giving prompt written notice to Advantage Design of any claim, demand, or action for which indemnity is sought; and (b) fully cooperating, at Advantage Design’s expense, in the defense or settlement of any such claim, demand, or action. Advantage Design shall have no liability for any claims that arise out of or are based upon, in whole or in part, any Client Content or the use of the Advantage Orientation System in any manner not authorized by this Agreement. Advantage Design shall have the right to satisfy its obligations under this Section by, at Advantage Design’s option in its sole discretion: (i) procuring for Client, at Advantage Design’s expense, the right to continue to use the Advantage Orientation System; (ii) replacing or modifying the Advantage Orientation System, at Advantage Design’s expense, so that the Advantage Orientation System is no longer subject to the claim of infringement; or (iii) terminating this Agreement and refunding to Client all amounts pre-paid under this Agreement for the remaining and unused portion of the then in-effect Term.

Section 21

Entire Agreement and Amendments

This Agreement (the Cover Document and the Terms and Conditions) embodies the entire understanding of the parties hereto on the subject matter hereof and supersedes any previous agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof. The parties expressly declare and understand that no promises, inducements, consideration or agreements not herein expressed have been made to them.

Section 22

Interpretation

Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation and construction of this Agreement and this Agreement shall be construed as having been jointly drafted by the parties. The parties acknowledge and agree that titles and headings for particular paragraphs, sections and subsections of this Agreement have been inserted solely for reference purposes. As a result, section and paragraph headings, titles or captions should not be used to interpret or construe the terms of this Agreement.

Section 23

Governing Law, Arbitration and Attorneys’ Fees

This Agreement shall be construed and the legal relations between the parties determined in accordance with the laws of the State of Florida. Any dispute, controversy or claim arising out of or relating to the Advantage Orientation System, any services, the Consulting Services, or this Agreement, or its negotiation, performance, execution or breach, shall be settled exclusively by arbitration in accordance with the Commercial Rules of the American Arbitration Association (“AAA”). The arbitration and all proceedings shall take place in Jacksonville, Duval County, Florida. There shall be a single arbitrator selected by the parties in accordance with the Commercial Rules of the AAA; however, the arbitrator shall be a member of the State of Florida bar and shall have no less than ten (10) years’ experience in computer law and commercial matters. The decision of the arbitrator shall be final and binding and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof. All proceedings, the decision and submissions made in connection with the arbitration shall be confidential. In any dispute arising out of or relating to this Agreement, the prevailing party shall receive an award of its reasonable attorneys’ fees and costs in any proceeding, including, without limitation, on appeal and enforcement.

Section 24

Severability

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement or the application of any provision to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be severed from this Agreement and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of this Agreement or the application of the provision to the other parties or other circumstances.

Section 25

Waiver

The failure or delay of any party in exercising any of its rights hereunder, including, without limitation, any rights with respect to a breach or default by the other party, shall in no way operate as a waiver of such rights or prevent the assertion of such rights with respect to any later breach or default by the other party. No party shall be deemed to have waived any rights under this Agreement by any action or inaction unless an express waiver is set forth in writing. The waiver of one breach hereunder shall not constitute the waiver of any other or subsequent breach.

Section 26

Assignment and Binding Effect

This Agreement shall be binding upon the parties and each of their respective successors and assigns. This Agreement is personal to Client and may not be assigned or transferred by Client, in whole or in part, whether by agreement, merger, sale, change of ownership, equity or control, by operation of law or otherwise. There are no third party beneficiaries to this Agreement, whether express or intended.

Section 27

Notice

All notices, requests, demands, or other hereunder shall be in writing and shall be deemed given if delivered personally or if sent via overnight delivery to the parties’ mailing address. Additionally, Advantage Design may deliver notice using electronic means available as a function or feature of the Advantage Orientation System, and delivery of any notices by Advantage Design to Client under the Advantage Orientation System shall be deemed received upon Client’s login to the Advantage Orientation System.

Section 28

Force Majeure

Neither party shall be liable in damages, in breach or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by any act of God, flood, fire, storm, strike, lockout, war, riot, insurrection or any other cause beyond the reasonable control of the party whose performance is affected (a “Force Majeure”) to the extent the same directly prevents or delays the performance of such party’s obligations hereunder; provided that, no such condition shall excuse or justify any delay in a party’s performance of its payment obligations hereunder.