5000fish, Inc. Master Service Agreement Terms and Conditions

Human Language Version

The following are the terms and conditions under which you, as the Customer ("You"), may order and use Yurbi software (the "Software") provided by 5000fish, Inc. (the "Vendor"). This version of the Master Service Agreement ("Agreement") is offered for convenience only. It has no legal significance, is not binding, and may not be relied upon for legal interpretation. For the binding terms, please visit our website, http://www.5kfish.com/yurbi_msa.pdf

Description of the Software

Yurbi Software is an enterprise business intelligence platform designed to facilitate access to an enterprise’s business information from multiple data sources, including databases, web services and email, and to enable the creation and analysis of business reports as well as exchange and integration of information.

Versions of the Software

Yurbi Community – One copy of a basic version of the Software (“Yurbi Community”) may be downloaded for free and used for an indefinite period from www.yurbi.com. The Yurbi Community License does NOT INCLUDE: (i) any rights for free upgrade, (ii) obligations to purchase upgrades, (iii) service level or quality guaranties, or (iv) Vendor support other than online support from the Yurbi Community Forum web site.

Yurbi Team - An upgraded version of the Software which may be purchased for a renewable one (1) year Term from buy.yurbi.com.

Yurbi Enterprise - A further enhanced upgraded version of the Software which may be purchased for a renewable one (1) year Term by contacting sales@yurbi.com.

Installation, Activation, Registration and Synchronization

You must download and install the Software on your own server from the Vendor’s web site, activate it with the Activation Code provided by Vendor, and register the product as directed over the internet. You must register both the Serial Number and the Authorization Codes in order to obtain the License Codes. The License Codes are linked to a unique product Serial Number, which in turn is linked to the specific equipment you used for installation. License Codes will be required for access to Vendor support as well as for any re-installation of the Software. The Software will connect your licensed servers automatically and periodically over the internet with Vendor’s license management services for the purpose of validating and synchronizing your use of the Software with the specific features of the Software version that you have purchased.

Offline Mode

Yurbi Community, Yurbi Team, and Yurbi Enterprise software may be configured to operate in offline mode in environments that do not allow connectivity to the internet. However, instead of automatic online synchronization, in offline mode you must manually download a license synchronization file from Customer Support and manually apply it to the Software periodically as required by the applicable license.

Updates

Updates to the Software, including fixes and patches, are distributed through Vendor’s online product update service. You are responsible for checking regularly for Software updates and downloading and installing the updates.

Copies

You may make a reasonable number of copies of the Software for backup or archival purposes only and you may make a reasonable number of copies of the Documentation for internal use. You may not copy the Software, except as permitted by this Agreement. All titles, trademark symbols, copyright symbols and legends, and other proprietary markings must be fully and accurately reproduced on any copies.

Technical Support

Maintenance and technical support will be provided only as described in the Vendor’s product-specific documentation, which can be found at www.5kfish.com/licenseagreement. You can find additional information resources on Vendor’s web site, or by contacting support@yurbi.com.

License Options and Packages

The licenses for Yurbi fall into four basic categories: Base License, App Licenses, Feature License and User Licenses. The specific type of license required or available in each category varies depending upon whether you order the Yurbi Community, Yurbi Team or Yurbi Enterprise package, as summarized in the chart below:


Payment

For any Yurbi Team or Yurbi Enterprise Software, you agree to pay the fees on the Order Form. Unless otherwise specified in the Order Form, payment must be made within thirty (30) days from delivery of the Software, preferably by credit card or electronic payment through the ACH Network over Vendor’s secure web site. In cases where electronic payment is not practicable, Vendor may accept payment by check or purchase order. If your payment is late, Vendor may suspend the Service.

Restrictions on Use

Any use of the Software not expressly permitted by this Agreement or any of the Licenses is prohibited. Specifically, you may not do any of the following:

• Rent, resell or sublicense the Software or offer it as a service bureau;


• Merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise alter the Software;


• Use or access the Software to: (i) build a competitive product or service, (ii) make or have a product made using similar ideas, features, functions or graphics, (iii) make derivative works based upon the Software or the Vendor-supplied text, audio, video, graphics or other content; or (iv) copy any features, functions or graphics of the Software or the Vendor-supplied content;


• "Frame" or "mirror" the Service; or


• Export the Software into any country prohibited by the United States Export Administration Act.

Intellectual Property and Privacy

Vendor retains all ownership interest and rights in and to the Software, Vendor-supplied content, and all logos, designs and product names ("Vendor’s Intellectual Property"). You are granted no license with respect to Vendor’s Intellectual Property, except the rights to access, store, display and print as permitted by this Agreement and the Licenses.You retain all ownership interest and rights in and to any data that you submit to Vendor, except Vendor may aggregate anonymous statistical data on the use of its Software.Vendor maintains a Privacy Policy on its website.

Warranties

Customer's WarrantyBy ordering and using the Software, you represent that you have not falsely identified yourself or provided any false information to gain access to the Service, and that your contact and payment information is correct.Vendor’s Intellectual Property Warranty and IndemnityVendor warrants that it has sufficient rights to grant the Licenses and indemnifies you against any third party claims for intellectual property infringement, except for claims arising from (i) use of modified versions of the Software, (ii) combination of the Software with components not provided by Vendor, or (iii) unlicensed use of the Software.Vendor’s Limited Warranty for Yurbi Team and Enterprise Software; Exclusion of WarrantiesVendor warrants for a period of thirty (30) days from the effective date of the license (the "Warranty Period") that the Yurbi Team or Yurbi Enterprise Software will perform in substantial accordance with its specifications. Vendor will correct any non-conformity, or if correction is not reasonably possible, replace such Software or the media free of charge. If neither of those remedies is commercially practicable, Vendor will terminate this Agreement and refund the fee. This is your sole remedy, and is available only if the Software has been properly installed and used and has not been modified by anyone other than Vendor.

OTHER THAN AS EXPRESSLY STATED, VENDOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT. VENDOR SPECIFICALLY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Limitation of LiabilityIn no event will Vendor be liable for any loss of profits, loss of use, business interruption, loss of data, cost of recovery or indirect, special, incidental or consequential damages that you incur. You may not bring a claim for damage after more than one (1) year.RenewalA license may be renewed for one or more renewal terms of the same duration as the initial term by payment of the applicable fee posted on the Vendor’s web site no less than thirty (30) days prior to the end of the current term. Any license that you do not renew will automatically expire.Cancellation, Suspension and TerminationOnce purchased, a license may not be cancelled prior to the end of the Term. Vendor, in its sole discretion, may suspend or terminate your username and password, account, or use of the Service and/or terminate this Agreement if you materially breach this Agreement and the breach has not been cured within ten (10) business days. This Agreement may be terminated either party by written notice upon the occurrence of any of the following events: (i) the other party defaults and that default has not been cured within thirty (30) days after notice of the default; or (ii) the other party (A) terminates or suspends itsbusiness, (B) becomes subject to any bankruptcy proceeding, (C) becomes insolvent or subject to control by a trustee or receiver, or (D) has been liquidated, voluntarily or otherwise. All licenses terminate upon termination of this Agreement.

Termination does not entitle you to any refund or return of payment except as expressly stated in this Agreement. Within fourteen (14) days after the date of termination or discontinuance of this Agreement, you must erase or destroy all copies of the Software, Documentation and Confidential Information in your possession.ConfidentialityAll non public information, technical or commercial data or know how of either party is "Confidential Information." Confidential Information includes this Agreement, the Documentation, any copies of the Software, and any other proprietary

information supplied to you by Vendor, or by you to Vendor and marked as "confidential information" or the like. All Confidential Information may be used solely as required for performance of this Agreement and otherwise must be kept confidential for five (5) years. This restriction does not apply to information in the public domain, information already known or otherwise acquired by you without breach of confidentiality, or information required to be disclosed by law or court order.NoticesAll notices to Vendor should be sent to:5000fish, Inc.

2850 Horizon Ridge Parkway

Suite 200

Henderson, Nevada 89052

Email: contracts@5kfish.com

Disputes

Any dispute arising under this Agreement that cannot be resolved at the highest level of management of each party, will

be subject to arbitration before a single arbitrator in Clark County, Nevada or Reston, Virginia under the administration of

the American Arbitration Association pursuant to its then effective Commercial Arbitration Rules. The parties will share the

arbitration fees equally.

Miscellaneous

This Agreement will be interpreted in accordance with the laws of the State of Nevada without regard to its conflicts of law principles, and applicable United States federal law. The state and federal courts located in Clark County, Nevada or Fairfax County, Virginia will have exclusive jurisdiction. If any provision of the Agreement is deemed unenforceable, it will be excluded from the Agreement, and the remainder of the Agreement will be enforced. The Agreement does not create a joint venture or partnership between Vendor and you. Any failure of Vendor to enforce a right does not constitute a waiver of the right. Except for payment by you of amounts you owe Vendor, either party is excused from failure to perform due to force majeure, i.e., acts of God or other causes beyond the party’s reasonable control. You may not assign this Agreement without Vendor’s approval. Vendor may assign the Agreement to a parent, subsidiary, acquirer of its assets or other successor-in-interest. The Agreement is the entire agreement between you and the Vendor and supersedes any prior written or verbal understandings.