Industry Weapon, Inc.
Master Software license and Support Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE COMMANDCENTERHD SOFTWARE. BY USING THE COMMANDCENTERHD SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF THE COMMANDCENTERHD SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK "DECLINE".

IMPORTANT NOTE: This software may be used to reproduce materials. It is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy or permit access to any material you should contact your legal advisor.

This agreement (the "Agreement"), made as of the day of this agreement's acceptance - (the "effective date") by and between Industry Weapon, Inc. ("IW"), a corporation organized and existing under the laws of the state of Delaware, and the End User - ("Licensee" as defined below or "Customer"), sets forth the terms and conditions governing the license by Industry Weapon of certain Industry Weapon Software (as defined below) to Licensee.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, the parties agree as follows:

1A. MASTER AGREEMENT

This agreement is a "Master" agreement that can apply to multiple software license purchases.
Each software license purchased under this agreement must correspond to a separate Purchase Order, where the parties can add additional Purchase Orders to this agreement by written amendment to this agreement. Once a Purchase Order becomes part of this Agreement, the Industry Weapon software described in such Schedule will be licensed under the terms of this Agreement.

1. DEFINITIONS
   1. "General". Subject to the terms and conditions of this Agreement, IW, or its designee, shall remotely host the IW Software (the "SAAS Application") for the purpose of providing Customer with access through the Internet.
   2. "Hosting Services" Shall mean hosting services provided by IW in accordance with the Purchase Order and Sections 1.4 and 1.5.
   3. "License". During the Term and subject to the terms and conditions of this Agreement, IW hereby grants to Customer a non-exclusive, non-transferable license, royalty-free, without the right to sub-license, to have its employees' access the object code form of the IW Software via the SAAS Application.
   4. "Hours of Availability" IW shall use commercially reasonable efforts to make the SAAS Application available twenty-four (24) hours per day. Notwithstanding the foregoing, IW reserves the right to suspend Customer's access to the SAAS Application (i) in the event that Customer materially fails to fulfill its obligations under this Agreement, (ii) for purposes of scheduled maintenance, or (iii) for purposes of emergency maintenance work at any time as deemed appropriate byIW.
   5. "Restrictions".
      1. Customer shall not reverse engineer, decompile, translate, disassemble, or attempt to discover the source code for all or any portion of the SAAS Application, and
      2. Customer shall not license, distribute, or disclose the SAAS Application to any third party, and
      3. Customer shall not use the SAAS Application for any purpose other than using Customer's own data in accordance with this Agreement.
      4. Customer agrees that it is solely responsible for the content of any material posted to the SAAS Application.
      5. Customer shall not reverse engineer, decompile, translate, disassemble, or attempt to discover the source code for all or any portion of other IW or CommandCenterHD-powered products.
      6. Customer shall not, if subscribed to IW's content services programs, redistribute or rebroadcast content as provided by third-party content sources. Associated Press text, photo, graphic, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium. Neither these AP materials nor any portion thereof may be stored in a computer except for personal and non-commercial use. Users may not download or reproduce a substantial portion of the AP material found on this web site. AP will not be held liable for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damages arising from any of the foregoing.
      7. Customer agrees that it shall not make any attempt to log into IW's MediaBridge (MB) in "single user mode" or any other fashion in an attempt to alter the state of the operating system as per the configuration of the hardware or virtual version as it was delivered to the Customer from IW.
      8. Any attempts to alter the MB will VOID THE WARRANTY, cause all support to be terminated or suspended at the determination of IW, and the Customer will be held responsible for all expenses incurred in fixing, servicing, and/or replacing the MB.
      9. SHOULD CUSTOMER BREACH THIS PARAGRAPH 1.5, IW SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ADDITIONAL TO ANY OTHER REMEDIES AVAILABLE AT LAW OR EQUITY. CUSTOMER AGREES THAT IN SUCH A CASE THAT DAMAGES ARE DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE AND THAT PROHIBITING ANY MISUSE OF THE PROGRAMS, PRODUCTS AND/OR CODE DESCRIBED HEREIN WILL MAINTAIN THE STATUS QUO.
   6. "Support" IW operates a Free 24/7 help desk. Direct phone support is available between the hours of 7:00AM and 8:00PM., EST, Monday through Friday and between the hours of 9:00AM and 5:00PM., EST Saturday and Sunday, exclusive of IW's scheduled holidays (which are: Christmas Day, Easter, New Year's Day, Thanksgiving, July 4th, Memorial Day, Labor Day). After hours support calls will be routed to our evening support team and you will receive a call back promptly. Support tickets can be generated at any time by clicking the "Support" tab within CommandCenterHD or by emailing support@industryweapon.com. The help desk will accept inquiries by telephone or electronic mail solely from those employees designated by Customer to make inquiries. IW will use reasonable efforts to respond to inquiries within 2 hours after receipt. "Security" IW will use industry-standard security procedures to secure the transmission of all information to and from the SAAS Application. Such security precautions will include, at a minimum, the following: (i) user Identification and access controls designed to limit access to information to Customer's authorized users; (ii) industry standard encryption techniques when information is transmitted to or from the SAAS Application; and (iii) physical security measures, including securing all information on a secure server, in locked data cabinets within a secure facility.
   7. "Backup". IW will maintain and follow a disaster recovery plan designed to minimize disruption to Customer's access to the information contained on the SAAS Application, comprised of internal procedures to recover the IW environment in the event of a disaster. The plan provides for daily back-up of information contained on the SAAS Application. Daily back-ups are stored for a period six (6) months at a secure, off-site facility. Please note that IW may delete or destroy daily back-ups following the six-month period.
2. Customer's Obligations
   1. General. Customer shall reasonably cooperate with IW in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as IW may reasonably request. Customer shall determine, and have sole liability for, the substantive content it desires to post to the SAAS Application. Customer shall also cooperate with IW in establishing a password or other procedures for verifying that only employees of Customer access the SAAS Application.
   2. Primary Contacts. Customer shall designate an employee liaison to serve as a primary business contact, one that will serve as IW Administrator to be responsible for providing updated content and processes to IW for incorporation in the SAAS Application, Customer may change the individual(s) designated as primary contact at any time by providing written notice to IW.
3. Confidentiality
   1. Confidential Information shall mean confidential or other proprietary information including, but not limited to, business and strategy plans, plans or designs for current and future products, computer code, customer information, marketing materials, financial information, employee names and other confidential business information. Some such information may be disclosed by one party to the other party during the course of this Agreement. Each party covenants to maintain the confidentiality of such information and prevent its disclosure to all outside parties or third parties.Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the party receiving the Confidential Information hereunder; (ii) is independently developed by the receiving party without use of the other party's Confidential Information; (iii) is already known on an unrestricted basis to the receiving party at the time of disclosure under this Agreement; or (iv) is disclosed to the receiving party by a third party who is entitled to disclose it without restriction.
   2. Protection of Confidential Information. Each party agrees not to transfer or otherwise disclose the Confidential Information of the other party to any third party. Each party shall (i) give access to such Confidential Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (ii) take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own confidential information, but, in no event, shall a party apply less than a reasonable standard of care to prevent such disclosure or unauthorized use. Nothing in this Agreement shall prevent either party from disclosing the Confidential Information of the other party pursuant to any judicial or governmental order, provided that the party gives the other party reasonable prior notice of such disclosure (to the extent it is permitted to do so under such order) to contest such order.
4. Intellectual Property Rights. Except as expressly set forth herein, IW shall retain all right, title and interest in, and shall be the sole owner of all forms of intellectual property rights and protections in and to the SAAS Application, the documentation for the IW Software, and IW Confidential Information. Customer shall maintain all rights in the content that it provides to IW, as well as all of its Confidential Information, including, without limitation, information in IW's databases related to Customer, its users, clients and their respective users. Neither party shall copy, distribute, reproduce or use the other party's property except as expressly permitted under this Agreement.
5. Termination
   1. "Termination" This Agreement may be terminated by either party upon the expiration of the Initial Term or any Renewal Term by providing written notice to the other party not less than Thirty (30) days prior to the expiration of the Initial Term or such Renewal Term.
6. Limited Warranty.
   1. Limited Warranty; Repair or Replace. IW warrants that the SAAS Application when operated on a Supported System will be free from Material Defects (defined below) during the Term. IW's sole responsibility under this warranty shall be, at IW' option, to either repair or replace the Material Defect in the SAAS Application, or, if IW cannot repair or replace the Material Defect to return to Customer a pro-rata refund of fees paid hereunder, limited to the time period during which the Material Defect impaired Customer's use of the SAAS Application. IW represents and warrants that: (1) the IW Software and the SAAS Application will perform in accordance with its documentation and specifications in existence as of the date hereto; (2) IW is the sole owner of the IW Software and the SAAS Application, and has obtained any and all valid software licenses for any of the software it uses to perform its services; and (3) all of the services to be performed will be rendered using sound, professional practices and in a competent and professional manner consistent with the standards of service in its industry using appropriately trained and qualified personnel. IW shall have no liability resulting from (a) the combination, operation or use of the SAAS Application with equipment, devices or software not supplied or approved by IW; or (b) the alteration or modification of the SAAS Application that was not made or authorized (in advance, and in writing) by IW. A "Material Defect" shall mean any reported malfunction, error or other defect in the IW Software that: (i) can be reproduced by IW; and (ii) constitutes a material nonconformity with the specifications for the IW Software; or (b) prevents or severely impairs Customer's use of the IW Software for its intended purposes.
   2. Warranty Disclaimer. BOTH PARTIES HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE.
7. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SAAS APPLICATION OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO IW HEREUNDER DURING THE PRECEDING SIX MONTHS. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8. General Provisions.
   1. Relationship of the Parties. The relationship established between the parties by this Agreement is that of independent contractors.
   2. Complete Understanding; Modification. This Agreement constitutes the complete and exclusive agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement shall be effective unless in a writing signed by both parties.
   3. Severability. If any provision of this Agreement is held to be invalid or unenforceable under the circumstances, such provision's application in any other circumstances and the remaining provisions of this Agreement shall not be affected thereby.
   4. Non-assignability and Binding Effect. Neither party shall assign this Agreement to any third party. ALL SUCH ASSIGNMENTS SHALL BE VOID. Written consent for an assignment may be obtained from the other party which shall not unreasonably withhold its consent. An exception to this restriction on assignment is that either party may assign this Agreement to any successor to all or substantially all of its stock or assets.
   5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand or by facsimile transmission, or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses first listed above (or at such other address for a party as shall be specified by like notice).
   6. Force Majeure. Neither party shall be liable for any loss resulting from a cause over which it does not have reasonable control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect or Internet problems, severe weather, earthquakes, or natural disasters, wars, or governmental restrictions. To the extent any such event continues for a period of more than thirty (30) days, Customer may terminate this Agreement without liability of any kind.
   7. Waiver. No failure or delay on the part of any party in exercising any right hereunder, irrespective of the length of time for which such failure or delay shall continue, will operate as a waiver of, or impair, any such right. No single or partial exercise of any right hereunder shall preclude any other or further exercise thereof or the exercise of any other right. No waiver of any right hereunder will be effective unless given in a signed writing.
   8. Governing Law. By signing this agreement, you acknowledge that you are subject to the jurisdiction of the State of Delaware and the state and federal courts sitting in Delaware. Such courts shall have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to this Agreement. IW is a Delaware company. You are directly soliciting the business of IW which is a resident of the State of Delaware. You agree that Delaware shall be the forum for the resolution of all disputes pursuant to Delaware law. The parties agree that the requisite contacts with the State of Delaware are supplied by the terms of this Agreement, the negotiations over this Agreement and the acknowledgement by both parties that should a dispute arise between the parties that they are subject to the jurisdiction of the federal and state courts sitting in Delaware.