Master Services Agreement

This Master Services Agreement (this “MSA”) is entered into as of the Effective Date by and between you (the “Client”) and TMW Labs Inc., a Texas corporation (“Company” and together with the Client, each a “Party” and together, the “Parties”) in connection with that certain Technology Platform Agreement (The "TPA") entered into by and between you and Company concurrently with this MSA. Capitalized terms used but not defined in this MSA shall have the meanings set out in the TPA. In consideration of the promises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:

1. Services and Website.

Subject to the terms and conditions of this MSA and the TPA, the Client hereby retains Company to perform the Services set out in Section 1 of the TPA. The details of the method and manner for performance of the Services by Company shall be under its own control, Client being interested only in the results thereof.

1.1 General. a. Client wishes to utilize the services of Company in connection with the development of a website (the “Website”) for Client’s brand that allows the Client to provide exclusive content to the Client’s audience through the Website. b. Client will cooperate with Company’s reasonable requests for information, instructions, content, and data necessary to enable Company to provide the Services, including taking all steps necessary, including obtaining required licenses or consents, to prevent Client caused delays in Company’s provision of the Services. Company’s ability to perform its obligations under this MSA may be dependent on the Client fulfilling its obligations. Company shall not be liable for any costs, charges or losses sustained by the Client arising directly from any failure of the Client to fulfill its obligations under this MSA.

1.2 We may revise and update the MSA from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction section below will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Site. Your continued use of the Site following the posting of revised MSA means that you accept and agree to the changes. You are expected to check this page each time you access this Site, so you are aware of any changes, as they are binding on you.

2. Compensation.

2.1 In consideration of the provision of the Services by Company and the rights granted to Client under this MSA, Client shall pay to Company the fees set forth in Section 2 & 3 of the TPA (the “Compensation”). In no event will any payment under this MSA be contingent on receipt of any monies or other compensation by the Client. Payment to Company of the Compensation and the reimbursement of expenses pursuant to this Section 2 shall constitute payment in full for the performance of the Services. In the event that the monies or other compensation received by the Client do not exceed the Compensation owed to Company pursuant to the applicable TPA, Company shall submit an invoice to Client for the balance of the Compensation due and payable to Company. Such invoices will be payable within thirty (30) days of receipt by the Client of the invoice but in no event more than sixty (60) days after completion of the Services performed pursuant to the TPA.

2.2  Client shall reimburse Company for all reasonable expenses incurred in accordance with the TPA, within thirty (30) days of receipt by the Client of an invoice from Company.

2.3  Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Client hereunder; provided, that, in no event shall Client pay or be responsible for any taxes imposed on, or with respect to, Company’s income, revenues, gross receipts, personnel, or real or personal property, or other assets.

3. Term and Termination.

3.1 This MSA shall commence on the Effective Date and shall continue thereafter until terminated pursuant to this Section 3 (the “Term”). Either Party, in its sole discretion, may terminate this MSA or the TPA, in whole or in part, at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the termination date, by providing at least thirty (30) days' prior written notice to the other Party.

3.2 Either Party may immediately terminate the TPA, effective upon ten (10) days’ prior written notice to the other Party (the “Defaulting Party”), if the Defaulting Party: a. Materially breaches the TPA, and such breach is incapable of cure, or with respect to a breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach. b. Becomes insolvent or admits its inability to pay its debts generally as they become due. c. Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within thirty (30) business days or is not dismissed or vacated within forty-five (45) days after filing. d. Is dissolved or liquidated or takes any corporate action for such purpose. e. Makes a general assignment for the benefit of creditors. f. Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. g. Violates any of the Content Standards set forth in Section 8 of this MSA.

3.3 Notwithstanding anything herein to the contrary, Company may terminate the TPA before the expiration date of the Term on written notice if Client fails to pay any Compensation or expenses when due hereunder: (a) and such failure continues for fifteen (15) days after Client’s receipt of written notice of nonpayment; or (b) more than two (2) times in any five (5) month period.

4. Limited Warranty and Limitation of Liability.

4.1 Company warrants that it shall perform the Services: a. In accordance with the terms and subject to the conditions set forth in the TPA and this MSA. b. Using personnel of industry standard skill, experience, and qualifications. c. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.

4.2 Company’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of this a. Company shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Company cannot cure such breach within a reasonable time (but no more than thirty (30) days) after Client’s written notice of such breach, Client may, at its option, terminate the MSA by serving written notice of termination in accordance with Section 3.3. b. In the event the MSA is terminated pursuant to Section 4.2(a) above, either Party shall, within thirty (30) days after the effective date of termination, refund to the other Party any fees paid by it as of the date of the termination for such Services on a pro-rata basis, less a deduction equal to the fees for receipt or use of such Services up to and including the date of termination on a pro-rated basis. c. The foregoing remedy shall not be available unless Client provides written notice of such breach within thirty (30) days after delivery of such Services to Client.

4.3 COMPANY MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 4.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

5. Relationship of the Parties.

Company is and shall remain an independent contractor of the Client and nothing contained in this MSA shall be deemed to create an employer/employee, principal/agent, partnership or joint venture relationship between the parties. Client shall not provide Company with any benefits that the Client may provide to its employees and shall not be required to withhold income taxes on, or to pay payroll taxes with respect to, the sums to be paid to Company hereunder. Company agrees that it shall be solely responsible for all excise, self-employment and other taxes relating to the receipt of payments hereunder. As an independent contractor, it is expressly agreed that Company operates at its own expense and risk. Company is not authorized to execute any agreements, make any changes in any agreements, incur or assume any obligations, liabilities or responsibilities, or perform any other act in the name of or on behalf of the Client. Each party shall have the obligation to supervise, manage, contract, direct, procure, pay, perform or cause to be performed all work and other obligations to be performed by such party pursuant to the terms of this MSA and shall be liable for the acts or omissions of its or his/her employees and agents in performing its or his/her respective obligations or exercising its or his/her respective rights hereunder.

6. Confidential Information.

6.1 Definition of Confidential Information. For the purposes of this MSA, “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects which is designated or described by the disclosing party as “Confidential,” “Proprietary” or some similar designation, or which should reasonably be understood by the receiving party, because of the circumstances of disclosure or the nature of the information itself to be confidential or proprietary to the disclosing party. Confidential Information shall include, but not be limited to, the pricing and payment terms contained in this MSA. In the event Company is included in any image, video or content posted by Client in Client’s Content (defined below), Client shall maintain identification of Company confidential and may not under any circumstances disclose Company’s identity. Confidential Information may also include information disclosed to a receiving party by third parties on behalf of the disclosing party. Confidential Information shall not include any information which (i) is publicly known through no action or inaction of the receiving party; (ii) was already in the possession of the receiving party at the time of disclosure without an obligation of confidentiality, direct or indirect, to the disclosing party; (iii) is obtained by the receiving party from an independent third party without a breach of such third party’s obligations of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to materials provided by the disclosing party.

6.2 Non-use and Nondisclosure. Each party agrees that it will not use any Confidential Information of the other party for any purpose except for the purpose of this MSA. Each party agrees that it will not disclose any of the other party’s Confidential Information to anyone except for such party’s own directors, officers, employees, and attorneys who are required to have the information in connection with the purpose of this MSA(“Representatives”). In the event that a receiving party is required by law to disclose Confidential Information obtained from the disclosing party, the receiving party shall give the disclosing party prompt written notice of such requirement as soon as possible prior to such disclosure and shall provide the disclosing party with assistance in obtaining an order protecting the information from disclosure.

6.3 Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid the disclosure and the unauthorized use of the other party’s Confidential Information. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that each of its Representatives who have access to the other party’s Confidential Information has signed a non-use and nondisclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such Representative. Neither party shall make any copies of the other party’s Confidential Information without the disclosing party’s prior written consent.

6.4 Term of Confidentiality. The term of this Confidentiality Section shall remain in effect until terminated by either party with written notice to the other party, but such termination shall have no effect on either party’s obligations hereunder with respect to Confidential Information already disclosed. The obligations of each receiving party hereunder as to any Confidential Information shall continue in perpetuity from the date such Confidential Information is disclosed or if applicable until such information is no longer a trade secret of the disclosing party, whichever occurs last, and shall survive termination of this MSA.

7. Ownership of Intellectual Property.

7.1 Except as may be otherwise granted herein, title to and ownership of all intellectual property rights including, without limitation, any patent, trademark, copyright or intellectual or industrial property right (the “Company Intellectual Property”) relating to the Website shall at all times remain with Company. Client expressly acknowledges that it does not have and shall not, by virtue of this MSA, acquire any title or proprietary rights whatsoever of any kind in or over the Website or any improvements, updates, adaptation, modification, research, development, derivation, addition, extension, changes, or other Company Intellectual Property related to the Website.

7.2 Company hereby grants to Client a limited, non-exclusive, non-transferable, royalty-free, worldwide right to use the Website for those purposes intended by this MSA while a valid TPA is in place.

7.3 Client reserves all its respective rights, title, and ownership in its respective intellectual property owned or developed independently of this MSA, including data, images, videos, written content and other personal content that are submitted, posted, or otherwise provided by or on behalf of Client through the Website (“Client’s Content”) (collectively, (“Client Intellectual Property”). Company expressly acknowledges that it does not have and shall not, by virtue of this MSA, acquire any title or proprietary rights whatsoever of any kind in or over Client Intellectual Property.

7.4 Company may use, reproduce and copy Client Intellectual Property for the purposes of planning, operating, managing, optimizing, implementing and maintaining the Website, subject to the maintenance of confidentiality in accordance with Section 6 herein.

7.5 Client grants Company the right to use its name (and the corresponding trademark or logo)on Company’s website and marketing materials to identify Client as a customer. Client grants Company the right to use its name (and the corresponding trademark or logo) for a shared case study, which Company can use for its marketing purposes. The primary goal of the case study is for Company to gather information about how Client’s customers’ use the Website and to use such information in connection with the promotion, marketing and advertisement of Company and other commercial activities in any and all forms and media now existing or hereafter created(the “Purpose”). In addition, Client hereby consents to (a) the naming of Client on and in materials created by or on behalf of Company for use in connection with or related to the Purpose (the “Company Marketing Materials”); and (b) the display of Client’s trademarks, service marks, logos, and other identifying information in or in connection with the publication of the Company Marketing Materials.  Company will own all intellectual property rights in and to the Company Marketing Materials.

7.6 If Client or any of its employees, contractors, or representatives provides any ideas, suggestions, or recommendations regarding the Website (“Feedback”), Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, Client grants Company a worldwide, perpetual, irrevocable, fully-paid, royalty-free, nonexclusive license to use and exploit in any manner such Feedback.

7.7 Company may collect usage data with respect to the use and performance of the Website(“Usage Data”). Company uses Usage Data for internal business purposes, such as improving, testing and providing the Website and developing additional products and services. Client may disclose Usage Data in aggregate de-identified form to its clients (e.g., data aggregated from all end users’ use of the Website).

8. Client and User Contributed Content.

8.1 Client is responsible for providing all Client Content on the Website in the appropriate format, and obtaining all necessary rights, consents, and licenses to use Client Content. All Client Content is at Client’s own risk and Client is solely responsible and liable for any damage or loss to resulting therefrom. Company reserves the right to immediately remove any objectionable Client Content which violate this Section 8 or Company’s Privacy Policy in its sole discretion. Please review the below content standards (the “Content Standards”) prior to engaging with Company: These Content Standards apply to any and all Client Content and contributions transmitted by users of the Website (“User Contributions,” and together with Client Content, “Contributions”). Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations.

Without limiting the foregoing, Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this MSA and Company’s Privacy Policy.

• Promote any illegal activity, or advocate, promote or assist any unlawful act.

• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

• Impersonate any person, or misrepresent Your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

9. Client Representations.

9.1 Client will use the Website and its content to promote Client Content with the purpose of monetizing the Client’s followers and shall not be used for any other purposes without written permission from Company.

9.2 Client commits themselves to promote the Website and its content on social media during the Term.

9.3 Client will include the URL to the Website in the bio of their social media accounts during the Term.

9.4 Client warrants and represents that all information as contained in the ADULT MODEL RELEASE: 2257 COMPLIANT FORM is true and accurate. Client shall complete and sign the ADULT MODEL RELEASE: 2257 COMPLIANT FORM concurrently with its execution of this MSA if applicable.

9.5 Client shall ensure that, at all times during the Term of the TPA, its Website publishes a website Terms of Use and Privacy Policy in compliance with federal, state or local laws.

10. Indemnity.

At all times, Client shall protect, indemnify, defend and hold Company, including its affiliates and subsidiaries, officers, directors, shareholders, members, employees, agents, representatives, successors and assigns harmless from and against any and all penalties, claims, losses, liabilities, damages, charges, costs and/or expenses (including, without limitation, attorneys’ fees and court costs) rising out of or resulted from or in any way or in any manner connected with or related to any acts or omissions or breach of this MSA, of Client.

11. Warranty, Disclaimer and Limitation of Liability.

11.1 Your use of the Website is at your sole risk. The Website and the associated materials and content (other than Client Content) are provided on an “as is” and “as available” basis. Except as otherwise expressly provided in this MSA, Company, its parent, subsidiary and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company Parties”), expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a purpose and noninfringement. Without limiting the generality of the foregoing, Company Parties make no warranty that: (i) the Website will meet your requirements; (ii) the Website will be uninterrupted, timely, secure, or error-free; and/or (iii) any errors in the Website will be corrected.

11.2 Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the Website or Services, including any liability: (i) as a publisher of information; (ii) for any incorrect or inaccurate information or any ‘bug’ of the Website; (iii) for any unauthorized access to or disclosure of your transmissions or data; (iv) for statements or conduct of any third party on or via the Website; (v) for any disputes between users of the Website or between a User of the Website and you; (vi) for lost data; (vii) cost of procurement of substitute products or services; (viii) for any technical malfunction that may arise from problems with computer systems, software code, servers, computer equipment, mobile phones, software, infrastructure connections or any combination thereof. or (ix) for any other matter relating to the Website or any third party. This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if an individual advises Company Parties of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Company and you. The products, information and services offered on and through the Website would not be provided to you without such limitations.

11.3 Notwithstanding the foregoing, the sole and entire maximum liability of Company Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to any amounts paid by you to Company during the three (3) months prior to the date any cause of action may have occurred. The parties hereby acknowledge and agree that the limitations of liability of this Section 11.3 are an essential part of the basis of the bargain between Company and Client, and will apply event if the remedies available hereunder are found to fail their essential purpose.

11.4 You agree that regardless of any statute or law to the contrary, any claim you may bring must be filed within one (1) year after the cause of action accrues or it will be permanently barred.

11.5 Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. accordingly, some of the above disclaimers and limitations may not apply to you.

11.6 If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

12. Force Majeure.

A party will be not be considered in breach or in default because of and will not be liable to the other party for, any delay or failure to perform its obligations under this MSA by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs, the affected party shall, as soon as practicable: a. Notify the other party of the Force Majeure Event and its impact on performance under this MSA; and b. Use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this MSA.

13. Governing Law, Choice of Forum.

13.1 This MSA and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this MSA, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of New York, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

13.2 Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York, NY. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

14. Miscellaneous.

a. Entire MSA; Modification. This MSA, including and together with the TPA, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this MSA and the terms and conditions of the TPA, the terms and conditions of this MSA shall supersede and control. No modification hereof shall be binding upon the parties hereto except by written instrument duly executed by such parties or their duly authorized representatives.

b. Severability. If any term or provision of this MSA is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this MSA or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Court may modify this MSA to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

c. No Third-Party Beneficiaries. This MSA benefits solely the Parties to this MSA and their respective permitted successors and assigns and nothing in this MSA, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this MSA.

d. Assignment. Client shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under this MSA without the prior written consent of Company. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the Client of any of its obligations under this MSA. Company may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of service provider’s assets without Client’s consent.

e. Counterparts. This MSA may be executed in any number of counterparts, including electronically, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

f. This MSA may be delivered by email, and email copies of executed signature pages shall be binding as originals.

g. Interpretation. The paragraph headings of this MSA are inserted for convenience only and shall not constitute a part of this MSA in construing or interpreting any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine or neuter gender.

h. Notices. All notices given under this MSA must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, or by any other means agreed to by the Parties, such as email.

i. This MSA will become effective when all parties have signed it. The date this MSA is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the Execution Date of this MSA.

j. Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this MSA contemplates or to evidence or carry out the intent and purposes of this MSA.

15. Third Party Users

Client, in its sole discretion, may allow persons designated by Client (“Client Users”) to log on to Client’s Website for the purposes of creating Client Contributions and/or interacting directly with users or subscribers, including through any messaging tools. Client is solely responsible for the management of any Client Users and Client hereby releases Company in all respects from any and all liability arising out of or related to any acts or omissions taken by any Client Users and Client shall protect, indemnify, defend and hold Company, including its affiliates and subsidiaries, officers, directors, shareholders, members, employees, agents, representatives, successors and assigns harmless from and against any and all penalties, claims, losses, liabilities, damages, charges, costs and/or expenses (including, without limitation, attorneys’ fees and court costs) rising out of or resulted from or in any way or in any manner connected with or related to any acts or omissions of any Client Users.

16. Migration Procedure After Termination

a. Client responsibilities

1. Download subscribers from online tool

2. Download any content uploaded in to Website

3. Copy or take screenshots of any analytics functionality within thirty (30) days after termination when this functionality shall be disabled and data deleted from Company servers

b. Company responsibilities

1. Provide online tool to export subscriber list via CSV

2. Make final payment at end of final pay period

3. Keep site live in “view only mode” until after the legal holding period for refunds and chargebacks has elapsed. No new subscribers will be able to sign up and no new content or messaging/commenting will be allowed for either client or subscribers.

4. Release URL to selected provider on requested date after above steps have been satisfied.

5. Release of reserve balance after the legal holding period has elapsed

6. Preserve archived record of transaction history per IRS guidelines