Terms and Conditions for Masterpiece Solutions, Inc.

For the purposes of this Section, the term “Masterpiece” shall be deemed to include Masterpiece Solutions, Inc., its affiliates, subsidiaries, shareholders, directors, officers and employees and any person or entity assisting Masterpiece in its performance pursuant to this Agreement. The term “Client” shall refer to the business shown above, its affiliates, subsidiaries, shareholders, directors, officers and employees and any person or entity assisting Client in establishing service. The term “Service” shall include all services supplied to Client by Masterpiece. “Masterpiece Solutions”, “Masterpiece Manager”, “QuickLink”. “Masterpiece Online” all of which are trademarks of Masterpiece Solutions, Inc.

MASTERPIECE VERSION11 is the name used to define the online Art Gallery Management software solution. This version of the software product includes state-of-the-art technology and processes such as web-based access, ubiquitous computer platform acceptance, enhanced user interface and navigation and web site integration. No guarantees for specific functionality of delivery date are made through this Agreement.

This Agreement is for the term of the uninterrupted financial relationship the Client maintains with Masterpiece. Should a termination or gap in the financial relationship occur, this Agreement is terminated. This Agreement DOES NOT transfer in the event of an ownership change of the Client business. This agreement IS transferable and in force in the event of a change of ownership of Masterpiece. Failure to pay any amounts due to Masterpiece may, at Masterpiece’s discretion, terminate the Agreement.

All previous agreements between the Client and Masterpiece remain in effect, EXCEPT where pricing is inconsistent with the provisions of this Agreement. In the event of pricing discrepancies, this Agreement supersedes.

Client agrees to participate in marketing efforts promoting MASTERPIECE VERSION11 prior to and following the commercial launch for the term of this Agreement. The Client understands that such marketing support is designed to positive promote both the product and Masterpiece.

Masterpiece may change the prices herein upon a renewal of this Agreement by providing the Client with at least thirty (30) days written notice. Required information enabling Masterpiece to deliver the Services authorized by this Agreement must be received from the Client, including business name, logo, and general information within one week of signing this Agreement. For Clients on Monthly terms who elect to make payments annually in advance, this Agreement is fully earned at the time the client specific software profile has been configured and shared (electronically or in hard-copy) with the client, and is non-cancelable by the Client, and fees paid are non-refundable.

Masterpiece may terminate this Agreement in the event that Client fails to make a payment under this Agreement or any other agreement in force with the Client when due, or is misusing or threatening to misuse Masterpiece trademark or other intellectual property. In the event Masterpiece terminates this Agreement for one of these reasons, it may accelerate all payments due under this Agreement.

Client represents and warrants that it has the right to publish (but not obtain ownership of, which remains with Client) the images and information supplied to Masterpiece, and that such images and information do not infringe on any third party’s right and are not otherwise unlawful. If Client is notified of a possible copyright infringement, Client will immediately remove the piece(s) in question from the web site until the matter is investigated. If hosted by Masterpiece, the Client will display the “Powered By Masterpiece” phrase and logo, and the “Masterpiece Online” phrase or logo and/or other company trademarks that Masterpiece deems necessary, on the front page of Client’s web site. Masterpiece is not a party to any transaction relating to the Art. Masterpiece is only a venue for sellers to list Art and for buyers to purchase such Art. Masterpiece has no control over the sellers, buyers or any aspect of the transactions. Masterpiece does not transfer legal ownership of items from the seller to the buyer, and nothing in this Agreement shall modify the governing provisions of any state or federal law, including without limitation, any state version of the Uniform Commercial Code, under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller.

Client shall defend, indemnify and hold harmless Masterpiece and its employees, officers, directors, shareholders, affiliates and related parties from and against any and all losses, damages, liabilities and claims, and all fees, costs and expenses of any kind related thereto (including, without limitation, reasonable attorneys’ fees) arising out of, based upon or resulting from any claim of any third party alleging infringement of any copyright, trademark, patent, trade secret, right of privacy, right of publicity, unfair competition, false advertising, libel, or any other statutory or common law proprietary or civil right. If Client is a California resident, Client waives California Civil Code §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.”

Masterpiece’s liability arising under this Agreement or arising out of mistakes, accidents, omissions, errors, or defects, or arising out of delays caused by judicial or regulatory authorities, shall be subject to the limitations set forth below. In no event shall Masterpiece be liable to Client or to any other third party with respect to the subject matter of this Agreement under any contract, warranty, negligence, strict liability or other theory for any type of indirect, consequential, incidental reliance, special, or punitive damages, or for any lost profits, lost revenues, or lost savings of any kind arising out of or relating to this Agreement or the obligations of Masterpiece pursuant to this Agreement, whether or not Masterpiece or Client was advised of the possibility of such damages and whether or not such damages were foreseeable. In no event shall Masterpiece Solutions be liable to Client for any amount in excess of the aggregate amount Masterpiece has prior to such time collected from Client. The maximum liability of Masterpiece shall be limited to fees received from Client for the twelve month period preceding the date any claim arises.

No waiver by either party of any conditions or the breach by the other of any term or covenant contained in this Agreement whether by conduct or otherwise, in any one or more instances shall be deemed or construed as a continuing or further waiver of any other condition, or of the breach of any other term or covenant set forth in this Agreement. Moreover, the failure of either party to exercise any right hereunder shall not bar the later exercise thereof. If any term of this Agreement is held to be invalid or unenforceable, for any reason, such invalidity or unenforceability shall not affect any other term or provision hereof. This Agreement shall be construed, interpreted, and applied in accordance with and governed by the laws of the state of Colorado, without giving effect to any choice of law or conflict of law rules or provisions (whether of Colorado, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Colorado. Jurisdiction for any claim or litigation arising from this Agreement shall be the courts of Arapahoe, Douglas or Denver counties, State of Colorado. This Agreement constitutes full and complete understanding and agreement of the parties with respect to the subject matter, hereof, and supersedes all prior understandings and agreements.