THIS MASTER SUBSCRIPTION AGREEMENT AND THE ORDER FORM (DEFINED BELOW) GOVERN THE USAGE OF THE GSHIFT SUITE OF TOOLS.

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1 THIS MASTER SUBSCRIPTION AGREEMENT AND THE ORDER FORM (DEFINED BELOW) GOVERN THE USAGE OF THE GSHIFT SUITE OF TOOLS. BY EXECUTING THE ORDER FORM THAT REFERENCES THIS AGREEMENT YOU AGREE TO THESE ADDITIONAL TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU ARE SIGNING UP FOR THE SERVICES ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO REPRESENT THE COMPANY AND ACCEPT THE TERMS AND CONDITIONS OF THE AGREEMENT ON BEHALF OF THE COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. 1. Definitions. Agreement means this gshift Master Subscription Agreement and the associated gshift-issued Order Form. Customer means the entity to which gshift has issued the Order Form and which such entity has timely accepted. Customer Source Data means the specific keywords, keyword groups, pages, backlinks, competitors, and any other information defined by Customer for input into gshift or made available by Customer to gshift, provided such information is not available to gshift independently of its relationship with Customer. Customer Source Data does not includes information available on the open Internet or licensed by gshift from third parties. Effective Date means the issue date of the Order Form, provided such Order Form is accepted and returned to gshift by Customer prior to the offer expiration date stated on the Order Form (or within fifteen (15) calendar days if no expiration date is stated). Fees means the fees payable to gshift as specified in the applicable Order Form. Initial Term means the period beginning on the Effective Date and ending at the end of the initial commitment period specified in the Order Form. Order Form means the gshift-issued order form provided to Customer which lists the purchased Services, pricing and any related terms. Renewal Term means the one year period beginning after the end of the Initial Term or a prior renewal term and ending one year later. Services means the gshift-provided services referenced in the applicable Order Form which have been purchased and paid for by Customer. Beta Services means any services that are not generally available to customers. Third Party means any person or entity that is not you or any of your Affiliates, or gshift or any of gshift s Affiliates. Term means Initial Term and one or more successive Renewal Terms, until this Agreement is terminated as provided herein. Website a website is all content associated with a single host name. For example, is one site which would include etc; blog.nba.com would be a separate website. Website limits are applied to client, compe00ve and external sites. Keyword a keyword is counted monthly per search engine index. For example, rank data collected for black shoes in Google.com, YouTube, Yahoo.ca, Google.ca and Google.ca O\awa is counted as 5 keywords against keyword limits Site Audit a crawl and technical/structural analysis of a select website. A total page audit limit 1

2 per month is calculated by muliplying site audits per month limit by 400 pages. kontexturl is a shortened, trackable URL to measure engagement with and performance of on-site or off-site content. kontexturl limits are of net new kontexturl s created in a month. 2. Access to Software. gshift will provide you with information to access the Software ( Access Information ) via electronic transmission. You are responsible for maintaining the confidentiality of the Access Information and for all activity conducted under your Access Information. You may not disclose or transfer your Access Information to any other person or entity (including to your Affiliates (as defined below)) or otherwise provide any other person or entity with access to any part of the Software that requires use of the Access Information (except, if you are a Company, you may provide access to your employees, officers and other representatives). You must notify gshift immediately if you become aware that anyone has obtained your Access Information without authorization. 3. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Access to software is purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. 4. Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will be invoiced for the incremental volumes at gshift list prices until an add on order form is executed. 5. Renewal, Term & Termination. (a) Unless earlier terminated as provided in the Agreement, upon the expiration of the Initial Term this Agreement shall be automatically renewed for one or more successive Renewal Terms unless a new Order Form is signed specifying a new term or either party notifies the other party of non-renewal in writing at least thirty (30) days prior to the expiration of the Initial Term, renewals may be subject to a maximum 7% price increase. (b) If either party breaches a material term or condition of this Agreement, the other party may terminate (at its discretion) this Agreement, upon thirty (30) days prior written notice to the breaching party if such breach is not cured within such period. gshift may terminate this Agreement immediately upon written notice to Customer in the event of a general shutdown of the Services. This Agreement may be terminated by gshift for cause immediately (i) if Customer ceases to do business, or otherwise terminates its business operations, or (ii) if Customer shall seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against Customer. Termination is not the sole remedy under this Agreement and, whether or not termination is effected, except as limited in this Agreement, all other remedies will remain available. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. 6. Fees and Invoicing. The Customer will pay all fees specified in Order Forms. Customer shall pay gshift the Fees by cheque or Credit Card or wire transfer as approved by gshift and defined in Order Form. Fees for the Initial Term are as provided for in the Order Form and, unless otherwise provided in the Order Form, Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content 2

3 purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are nonrefundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. All amounts owing to gshift under this Agreement are in U.S. Dollars. Without limiting any other remedies to gshift, amounts past due will incur a finance charge at the rate of 1.5% per month of the amount past due or the maximum amount permitted by law, whichever is lower. 7. Intellectual Property. This Agreement does not transfer from gshift to Customer any gshift or third party intellectual property - any copyrights, trademarks, patents, trade secrets, and other intellectual property or proprietary rights arising under United States and/or foreign laws, statutes, treaties, conventions, or the like - and all right, title and interest in and to such property will remain (as between the parties) solely with gshift 8. Data Collection. The User acknowledges that gshift Labs products and/or services collect metrics that relate to the performance and use of the users websites and social profiles. Personal Information will not be used or disclosed for purposes other than those for which it was collected, except with the consent of the individual or as required by law. The User permits gshift Labs to share aggregated anonymous statistical data to improve its service offering, and to improve data accuracy across its product offerings. 9. Suggestions. gshift shall own all right, title and interest, including all related intellectual property rights, in and to the gshift Services and enabling technology and all suggestions, ideas, enhancement requests, feedback, or recommendations by you or any other party relating to the Services 10. Service Level Agreement. gshift will use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week. On a quarterly basis, should the actual availability fall below 99% uptime, client will have the right to terminate their contract with 30 days written notice 11. kontexturls. If any kontexturl link is deemed to go viral, which is defined as an individual link being redirected more than 5M times in a 24 hr period, gshift reserves the right to charge a monthly fee of 10% of monthly kontexturl pricing, until a time at which the individual link redirect volume falls below the viral limit. Upon termination of kontexturl subscription with gshift, Customer will retain all vanity kontexturl links with no charge. A one-time fee of 10% of annual kontexturl subscription will be charged to retain all gshift.it domain links. 12. Beta Services. From time to time, gshift may invite the Customer to try Beta Services at no charge. Customer may accept or decline any such trial in their sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered Services under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. gshift may discontinue Beta Services at any time at their sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service. 3

4 13. Promotion. The Customer agrees that gshift may use Customer s name and logo in conjunction with a client list. Such client list might be included in commercial proposals, on the gshift web site, and in marketing collateral. 14. Third Party Websites. The Software may contain links to websites controlled by Third Parties. If you access Third Party websites from the Software, you do so at your own risk. gshift does not endorse or take responsibility for the content on other websites or the availability of other websites, and you agree that gshift will not be liable for any loss or damage that you may suffer by using other websites. You are responsible for reading and complying with the terms of use and privacy policies that govern your use of Third Party websites. 15. Mutual Indemnification. a. Indemnification by gshift. gshift shall defend you against any claim, demand, suit or proceeding made or brought against you by a Third Party alleging that your use of the gshift Platform or gshift IP as permitted hereunder infringes or misappropriates the patent, copyright, and trademark rights of a Third Party (a "Claim Against You"), and shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of, a Claim Against You; provided that you (a) promptly give gshift written notice of the Claim Against You, (b) give gshift sole control of the defense and settlement of the Claim Against You (provided that gshift may not settle or defend any Claim Against You unless gshift unconditionally releases you of all liability), and (c) provide gshift with all reasonable assistance, at gshifts expense. In the event of a Claim Against You, or if gshift reasonably believes that the gshift Platform or gshift IP may infringe or misappropriate a Third Party s Intellectual Property Rights, gshift may in its discretion and at no cost to you (i) modify the gshift Platform or gshift IP so that they no longer infringe or misappropriate, (ii) obtain a license for your continued use of the gshift Platform or gshift IP in accordance with this Agreement, or (iii) terminate your right to use such gshift Platform or gshift IP upon thirty (30) days written notice and refund you any prepaid fees covering the applicable portion of the remainder of the Offer term after the effective date of termination. If a court orders you to cease using part or all of the gshift Platform or gshift IP in connection with a Claim Against You, gshift shall take the actions described in subpart (i) or (ii) of the preceding sentence, or if gshift cannot accomplish (i) or (ii) in a commercially reasonable manner, gshift shall take the actions described in subpart (iii) of the preceding sentence, all at no cost to you. b. Indemnification by You. You shall defend gshift and gshifts Affiliates, and its and their respective officers, directors, employees, partners, shareholders, agents, licensors and representatives ( Indemnified Parties ), against any claim, demand, suit or proceeding made or brought against one or more Indemnified Parties by a Third Party arising from or based on your breach of this Agreement (a Claim Against Us ), and shall indemnify the Indemnified Parties for any damages, attorney fees and costs finally awarded against the Indemnified Parties as a result of, or for any amounts paid by any Indemnified Party under a courtapproved settlement of, a Claim Against Us; provided that the Indemnified Parties (a) promptly give you written notice of the Claim Against Us, (b) give you sole control of the defense and settlement of the Claim Against Us (provided that you may not settle or defend any Claim Against Us unless you unconditionally release the Indemnified Parties of all liability), and (c) provide to you all reasonable assistance, at your expense. 4

5 c. Exclusive Remedy. This Mutual Indemnification section states the indemnifying party s sole liability to, and the indemnified party s exclusive remedy against, the other party for any type of claim described in this section. 16. Confidential Information. During the term of this Agreement, each party (a Disclosing Party ) may provide the other party (a Receiving Party ) with confidential and/or proprietary materials and information ( Confidential Information ). The Customer Source Data is considered Customer Confidential Information. gshift s existing or future products, technical information, pricing, and costs are considered gshift s Confidential Information. The data that Customer receives from the service is the result of gshift s proprietary data acquisition, processing, and analysis and is also considered gshift s Confidential Information. Receiving Party shall maintain the confidentiality of the other party s Confidential Information and will not disclose such information to any third party without the prior written consent of Disclosing Party; provided that, Receiving Party may disclose such information to a third party (that is bound in writing to confidentiality and non-use obligations at least as protective of the Disclosing Party s Confidential Information as this Agreement) as necessary for Receiving Party to exercise its rights hereunder. Receiving Party will only use the Confidential Information for the purposes contemplated hereunder. Receiving Party will return to Disclosing Party or destroy all of Disclosing Party s Confidential Information upon termination of this Agreement. The obligations contained in this Section 12 shall not apply to any information which is generally available to the public, or which the Disclosing Party has authorized for non-confidential disclosure. 17. Disclaimer. GSHIFT PROVIDES THE GSHIFT SITE AND GSHIFT IP TO YOU ON AN AS IS AND AS AVAILABLE BASIS. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT, GSHIFT DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE GSHIFT SITE AND GSHIFT IP, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 18. Limitation of Liability. NEITHER PARTY TO THIS AGREEMENT NOR ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SHAREHOLDERS, AGENTS, LICENSORS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, WILL HAVE ANY LIABILITY OR RESPONSIBILITY TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT AND/OR YOUR USE OF OR INABILITY TO USE THE GSHIFT SITE OR GSHIFT IP, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PARTY S TOTAL LIABILITY TO THE OTHER FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE GSHIFT SITE OR GSHIFT IP WILL NOT EXCEED THE AMOUNT THAT YOU PAID TO GSHIFT FOR USE OF THE GSHIFT SITE OR GSHIFT IP IN THE TWELVE (12) MONTH-PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES. 5