General Terms and Conditions for Vendors

1. Services.

Vendor shall provide the services (the "Services") to end users ("Customers") of the YouPick mobile application (the "App") offered by YouPick LLC, a Delaware limited liability company ("YouPick") as described in various bookings for Services (each a "Booking") to which these terms ("Terms") are incorporated therein by this reference. These Terms and the YouPick Terms of Service shall collectively be referred to herein as the "Agreement." Vendor acknowledges and agrees that time is of the essence with respect to Vendor's obligations to YouPick and YouPick's Customers, and that prompt and timely performance of all such obligations, including all performance dates, project milestones, testing, and other requirements is strictly required. The existence of this Agreement shall not be construed as imposing any obligation upon YouPick to request or receive any Services from the Vendor.

2. Fees and Expenses.

(a) Fees. Subject to Vendor's full and complete rendition of the Services and delivery of the Deliverables (as defined in Section 4 below) to YouPick's reasonable good faith satisfaction, YouPick agrees to pay Vendor or cause to be paid to Vendor, the applicable fees set forth in each Booking (the "Fees").

(b) Taxes. Vendor is solely responsible for timely paying any taxes, including estimated taxes, incurred as a result of the compensation paid to Vendor hereunder. This includes, but is not limited to, any federal, state, or local income taxes, social security or unemployment tax, or any other taxes. Vendor agrees to indemnify, defend, and hold YouPick, its Customers, and each of their affiliates, subsidiaries, parent, assigns, directors, shareholders, officers, employees, consultants, and agents, harmless from and against any damage, claim, losses, fee, assessment, interest charge, or penalty incurred by or charged to any of the aforementioned indemnitees and resulting, directly or indirectly, from any claim, cause of action, or assessment by any government agency for any non-payment or late payment by Vendor of any tax or contribution based on compensation paid hereunder to Vendor or because YouPick did not withhold any taxes from compensation paid to Vendor hereunder.

3. Invoices and Pricing.

(a) Invoices and Payment. Vendor shall issue invoices to Customers pursuant to the timetable set forth in the Booking. YouPick shall remit payment for all undisputed amounts within forty-eight (48) hours following a Customer's receipt of Deliverables, except for any and all amounts disputed in good faith.

(b) Set-Off. Without prejudice to any other right or remedy it may have, YouPick may set-off at any time any amount or credit owing to it by Vendor against any amount payable by YouPick to Vendor hereunder.

(c) Most Favored YouPick. Vendor represents and warrants that this Agreement contains the most favorable terms, conditions, and prices offered by Vendor to any person or business for the same or similar services that Vendor is providing to YouPick and YouPick's Customers hereunder. Accordingly, should Vendor offer more favorable terms, conditions, or prices to any other person or business for the same or similar services during the term of this Agreement, Vendor shall amend this Agreement to incorporate the more favorable terms, conditions, or prices, effective as of the date of Vendor's offer of such to the other person or business.

4. Confidentiality.

(a) Confidential Information. Vendor, along with its directors, officers, employees, agents, advisors, subcontractors, independent contractors, parent, subsidiaries, affiliates, and assigns (each, a "Representative" and collectively its "Representatives") shall not, during the term hereof and for a period of five (5) years thereafter, without YouPick's prior written approval, which approval shall be at YouPick's sole discretion, disclose or otherwise make available to any person or entity (whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential") any of YouPick's (or an affiliate of YouPick's) non-public, confidential, or proprietary information. Confidential information shall include, but is not limited to, information relating to YouPick's Customers, trade secrets, business plans, products, services, advertising, financial records, suppliers, vendors, innovations, fees, customers, technology, contracts, inventions, intellectual property, computer software, computer systems, marketing methods, sales margins, cost of goods, cost of materials, capital structure, or operating results (the "Confidential Information"), other than as may be required to fulfill its obligations and as permitted hereunder. Confidential Information shall include the terms of this Agreement. All Confidential Information shall be and remain the property of YouPick.

(b) Use of Confidential Information; Standard of Care. Vendor shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its Representatives who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. Vendor shall at all times remain responsible for breaches of this Agreement arising from the acts of its Representatives. Vendor shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Vendor shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement, and agrees not to use the Confidential Information for any other purpose or for the benefit of any third party. No Confidential Information furnished to the Vendor shall be duplicated or copied except as may be strictly necessary to effectuate the purpose of this Agreement. Any and all copies of Confidential Information in written, graphic, or other tangible form shall be returned to YouPick promptly upon YouPick's request or within ten (10) days of the expiration or termination of this Agreement.

(c) Unauthorized Use or Disclosure; Equitable Relief. In the event Vendor discovers that any Confidential Information has been used, disseminated, or accessed in violation of this Agreement, it will immediately notify YouPick; take all commercially reasonable actions available to minimize the impact of the use, dissemination, or publication; and take any and all necessary steps to prevent any further breach of this Agreement. Vendor agrees and acknowledges that any breach or threatened breach regarding the treatment of the Confidential Information may result in irreparable harm to YouPick for which there may be no adequate remedy at law. In such event, YouPick shall be entitled to seek an injunction (immediate and/or permanent), without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to any and all other remedies available in law or at equity.

5. Ownership.

(a) Work-For-Hire. All data, reports, information, materials, finished goods or work product (a) required in a Booking, (b) that are conceived, developed or created in connection with the performance of the Services, or (c) have been or will be paid for by YouPick's Customer (the "Deliverables"), are created hereunder for YouPick's Customer on a "work-for-hire" basis pursuant to United States copyright law and as such, subject to the terms hereof, YouPick's Customer shall own, upon creation, any and all such Deliverables (including without limitation, the copyrights, trademarks, trade secrets, patents, and moral rights contained therein). To the extent that any of the Deliverables do not constitute a "work-for-hire," Vendor hereby irrevocably assigns to YouPick's Customer, without additional consideration, all right, title and interest throughout the world in and to such Deliverables. The Vendor hereby irrevocably waives, to the extent permitted by applicable law, any and all claims it may now or hereafter have in any jurisdiction to so-called "moral rights" or rights of droit moral with respect to the Deliverables. Vendor agrees to execute any and all documents that YouPick deems reasonably necessary to effectuate this arrangement at its own expense. If YouPick is unable for any reason, after reasonable effort, to secure Vendor's signature on any such document, Vendor hereby irrevocably designates and appoints YouPick as its agent and attorney in-fact to act for and on its behalf to execute, deliver and file such documents. Vendor shall also require any and all individuals engaged in the creation and/or delivery of the Deliverables to execute a written assignment agreement sufficient to fully effectuate and protect the terms hereof.

(b) Vendor Property. Notwithstanding the foregoing, Vendor shall retain ownership in and to all equipment, methodologies and other information and/or materials created by Vendor prior to or outside the scope of this Agreement (the "Vendor Property"), despite its incorporation in the Deliverables. Vendor hereby grants a fully paid-up, perpetual, worldwide, non-exclusive, non-transferable license to YouPick and YouPick's Customers to use the Vendor Property, but only to the extent incorporated into the Deliverables and without any modification thereto.

(c) Original Authorship and Right to Use Third Party Materials. Vendor represents and warrants to YouPick that: (a) all Deliverables provided to YouPick will be an original work of authorship, invention, development or discovery by Vendor, and will not incorporate or be based on any Third Party Materials (as defined herein) without YouPick's prior written, informed consent in each instance; (b) to the extent that any Third Party Materials may be contained in the Deliverables that Vendor intends to deliver to Customer, Vendor will so notify YouPick in writing in advance of delivering such Deliverables, and YouPick will be entitled in its sole discretion to accept or reject the use of such Third Party Materials; and (c) Vendor will have the legal right and authority to use and license such Third Party Materials to YouPick in accordance with this Agreement. As used herein, "Third Party Materials" means works, inventions, developments, discoveries, or information belonging to any third party. In connection with any approved incorporation, Vendor hereby grants to YouPick and YouPick's Customer an irrevocable, nonexclusive, worldwide, royalty-free license to use, reproduce, and distribute (internally and externally) copies of, prepare derivative works based upon, and otherwise commercially exploit any Third Party Materials which may be contained in the Deliverables.

6. Representations and Warranties of Vendor.

Vendor represents and warrants to YouPick and YouPick's Customer as follows: (a) That it is duly organized, validly existing, and in good standing in its state of incorporation and in all states in which it will perform the Services, and has the full power and authority to enter into this Agreement and fulfill its obligations hereunder; (b) That it will fulfill its obligations hereunder in compliance with all applicable laws, rules, and regulations, as well as in compliance with all of YouPick's standard policies and procedures as communicated from time to time to Vendor; (c) That it will obtain and maintain, at its own expense, all permits and licenses required in connection with its provision of the Services; (d) That in performing the Services hereunder, it will not violate any contractual obligation or confidential relationship which it may have to or with any third party; (e) That it will fulfill its obligations using personnel of sufficient skill, experience, and qualifications, and in a professional and workmanlike manner in accordance with best industry standards for similar services, and shall devote adequate resources to meet its obligations under this Agreement in accordance with the terms hereof, any attachment hereto, and all reasonable instructions received from YouPick from time to time; (f) That, subject to the terms hereof, any Deliverables resulting from the Services and provided hereunder to YouPick's Customers will be delivered to YouPick's Customers free and clear of any and all encumbrances and liens of any kind; and (g) That the Deliverables shall be free from faults and defects of design, function, material, and workmanship for a period of one (1) year. This warranty shall extend to all of the necessary costs of repairs and replacements, as well as to any and all consequential damages resulting from such faults or defects of design, function, material, and/or workmanship. YouPick will promptly inform Vendor of any breach of this warranty related to the Deliverables, and Vendor agrees that it will promptly take any and all measures reasonably required to satisfy its warranty obligations to correct any faults or defects, without any additional cost or expense to YouPick or YouPick's Customers. In the event Vendor fails to properly meet its warranty obligations as stated herein, YouPick may perform all or part of same or obtain substitute services and charge Vendor for the fair and reasonable cost of doing so.

7. Indemnification.

Vendor shall indemnify, defend, and hold harmless YouPick, along with YouPick's Customers, and each of their respective employees, officers, directors, shareholders, contractors, agents, subsidiaries, parent, affiliates and assigns, from and against any and all costs, damages, or expenses of any kind or nature, including without limitation attorney's fees and related costs, arising directly or indirectly (a) out of a breach or default by or on behalf of Vendor of any of its obligations under this Agreement (including without limitation its representations and warranties); (b) Vendor's (or any party acting on its behalf's) negligence or willful misconduct; or (c) any allegation that the Services or Deliverables violate any applicable law, rule, regulation or judicial order, or alleging that the Services or Deliverables (or YouPick's use of the Services or Deliverables) infringes any third party's patent, trade secret, copyright, trademark or other intellectual property right or misappropriates a third party's confidential information. With respect to any claim made hereunder, YouPick shall provide Vendor with prompt written notice of its existence, give control of its defense and settlement to Vendor, and shall cooperate in all reasonable respects with Vendor, its insurance company, and its legal counsel in its defense thereof, at Vendor's sole expense. Vendor may not settle any potential suit hereunder without YouPick's prior written approval, with such approval not to be unreasonably withheld, conditioned, or delayed. If Vendor fails to assume the defense of a claim or YouPick reasonably determines that Vendor has failed to diligently assume and maintain a prompt and vigorous defense of any claim, YouPick may assume sole control of the defense of any claim and all related settlement negotiations with counsel of its own choosing, and Vendor will pay all reasonable costs and expenses (including reasonable outside attorneys' fees) incurred by YouPick in such defense within thirty (30) days of each of YouPick's written requests therefor.

8. Insurance.

During the term of this Agreement and for a period of two (2) years thereafter, Vendor shall maintain, at its own cost and expense, the following insurance coverage: (i) Comprehensive Commercial General Liability Insurance with minimum limits of not less than $1,000,000 per occurrence; (ii) Worker's Compensation Insurance with limits not less than required by applicable law; (iii) Professional liability insurance (Errors and Omissions) with limits not less than one million dollars ($1,000,000) annual aggregate for all claims each policy year; and (iv) Employer's Liability Insurance in limits not less than $1,000,000 per employee per accident. Said policies shall be issued in the United States and written by a recognized insurance company with an A. M. Best Company rating of "A-" or better in the latest edition of Best's Insurance Guide and Key Ratings, and name YouPick, along with YouPick's Customers, and each of their respective directors, officers, shareholders, parents, affiliates, subsidiaries, employees, successors and assigns, as additionally insured parties. Vendor will provide YouPick with a certificate of insurance evidencing the above coverages on forms furnished by or reasonably acceptable to YouPick or, upon YouPick's request, provide true copies of the insurance policies. The insurance policies and certificates required hereunder will include a provision that coverage will not be non-renewed, materially changed, cancelled, or allowed to expire until at least thirty (30) days' prior written notice has been given to YouPick. If Vendor, at any time, neglects or refuses to provide the insurance required herein, or should such insurance be canceled or materially changed without YouPick's express written consent, YouPick will have the right to terminate this Agreement for cause and without penalty.

9. Liability.

Vendor agrees that it will use all commercially practicable efforts to protect any and all materials and property supplied to Vendor hereunder by YouPick or YouPick's Customers. In connection therewith, Vendor will be held fully liable for any loss, cost, or damage thereto.

10. Term and Termination.

(a) Term. This Agreement shall commence upon full execution hereof by the parties and thereafter shall remain in effect until terminated by either party as set forth in this Section 10 of this Agreement.

(b) Termination Without Cause. This Agreement and any Booking may be terminated by YouPick, for any reason with or without cause, upon ten (10) days' prior written notice to Vendor.

(c) Termination for Cause. This Agreement may be immediately terminated by YouPick without further liability or obligation to Vendor if: (i) Vendor violates any applicable U.S. state or local law, rule, regulation, or ordinance; (ii) Vendor materially breaches any provision, warranty, or representation of this Agreement and, if such breach or violation is curable, it remains uncured for a period of thirty (30) days following receipt of written notice thereof detailing such breach or violation; or (iii) Vendor becomes insolvent, makes a general assignment for the benefit of its creditors, suffers or permits the appointment of a receiver for its business, or becomes subject to any proceeding under bankruptcy laws or any other statute or laws relating to the insolvency or protection of the rights of creditors. The right to terminate for cause shall be in addition to any other right or remedy available to YouPick in law and/or in equity.

(d) Obligations Upon Termination. In the event of any termination hereunder, with the exception of a termination by YouPick for material breach by Vendor, YouPick shall pay Vendor all amounts due to Vendor up through the effective date of termination, including without limitation the actual approved costs, expenses, and Fees properly incurred by Vendor prior to the effective date of termination which cannot, through Vendor's commercially reasonable efforts (at no additional expense to Vendor), be reduced or cancelled, but not exceeding amounts approved in advance in writing by YouPick's Customer prior to the effective date of termination. Additionally, upon termination of this Agreement, Vendor shall transfer to YouPick's Customer all Deliverables and other materials in Vendor's possession or control paid for and/or previously owned by YouPick's Customer (including without limitation YouPick's Confidential Information), and all contracts and reservations entered into by Vendor for YouPick's Customer hereunder. Vendor shall use commercially reasonable efforts to assist YouPick and any new vendor to effect an efficient transition of work in progress and other responsibilities pursuant to YouPick's reasonable instructions in connection therewith at no additional expense to YouPick.

11. Non-Compete.

While the parties acknowledge and agree that Vendor's Services are being provided hereunder on a non-exclusive basis, it is also agreed that Vendor may not render the same or similar services for any Customer or potential customer of YouPick (or any of YouPick's affiliates) that Vendor has interacted with through the App. This restriction shall last for the duration of the term of this Agreement and for a three (3) year period thereafter.

12. Non-Solicitation.

Vendor agrees that during the term of this Agreement and for one (1) year thereafter, it will not, directly or indirectly, solicit or induce any YouPick employee that has interacted with Vendor or has been involved, directly or indirectly, in the performance, review and/or acceptance of the Services, to consider or accept employment with Vendor, on either a part-time or a full-time basis.

13. Force Majeure.

Neither party shall be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, lockouts, fires, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, acts of God, or terrorism, in addition to any and all events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under the law, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Notwithstanding the foregoing, the affected party shall promptly provide written notice thereof to the other party, which notice shall include a description of the event of force majeure along with the affected party's best estimate of the length of time such event will delay or prevent performance hereunder. The affected party shall use all reasonable efforts to limit the impact of the event of force majeure on its performance hereunder. If an event of force majeure continues for at least two (2) consecutive weeks, YouPick shall have the right to immediately terminate this Agreement for cause pursuant to the terms hereof.

14. Partial Invalidity.

In the event that any part or portion of this Agreement is deemed to be invalid and therefore unenforceable, the remaining provisions shall continue in full force and effect.

15. Audit.

Vendor shall, at its sole cost and expense, maintain complete and accurate books and records concerning the Services hereunder, including, without limitation, the documents supporting amounts invoiced by Vendor to YouPick's Customers and the direct costs, expenses, and disbursements made or incurred in connection with the Services, all in accordance with United States generally accepted accounting principles. Vendor shall retain such records for a period of two (2) years following termination or expiration of this Agreement. YouPick and its duly authorized representatives shall have the right, upon reasonable advance written notice, for the term of this Agreement and for a period of two (2) years following termination or expiration hereof, to examine and copy (without charge to YouPick) such books and records. YouPick shall conduct such audits during Vendor's normal business hours and in such a manner not to unreasonably interfere with Vendor's normal business operations. In the event that any audit conclusively determines that YouPick was overcharged by Vendor, Vendor will promptly reimburse YouPick such excess payments (with interest at the prevailing rate at such time). In addition, if any audit conclusively determines that any such overpayment is equal to or greater than five percent (5%), the reasonable cost of such audit will be borne entirely by Vendor. In all other events, the cost of such audit will be borne by YouPick.

16. Publicity.

Unless otherwise agreed to in advance and in writing by YouPick, Vendor will not disclose that Vendor is a vendor on the App, and will not use YouPick's name or any mark, logo, or trade name owned or used by YouPick (or an affiliate thereof) in any manner at any time.

17. Assignment.

Vendor may not assign, delegate or otherwise transfer this Agreement or its obligations hereunder, in whole or in part, without the prior written consent of YouPick in each instance. Any purported assignment or delegation in violation of this Section shall be null and void. No permitted assignment or delegation relieves Vendor of any of its obligations under this Agreement, and as such, Vendor shall remain primarily liable in connection therewith.

18. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the address set forth in the App or as otherwise designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), through the App, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

19. Relationship of the Parties.

The parties hereto are independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party's employees or agents. Neither party may bind the other party to any agreement, obligation or covenant of any kind (expressed or implied) without the bound party's prior written consent in each instance. Additionally, Vendor is fully responsible for any and all applicable payments and withholdings of salaries, benefits, and any other compensation or taxes relevant to its personnel.

20. Survival.

Following the termination of this Agreement, any and all provisions set forth herein which, by their very nature, are intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting confidentiality, ownership, representations and warranties, indemnification, insurance, non-compete, non-solicitation, audit, and governing law and venue.

21. Rights Cumulative.

The respective rights and remedies of the parties as set forth herein shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

22. Waiver.

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of one party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by one party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

23. Governing Law; Arbitration.

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws principles. Any dispute, controversy or claim arising out of or related in any manner to this Agreement which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one arbitrator sitting in New York, New York. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Delaware. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This Section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.

24. Counterparts.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

25. Entire Agreement; Modification.

This Agreement (along with any Bookings, and any attachments or policies incorporated herein) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written or oral relating hereto. No representation, inducement, or promise has been made or relied upon by either party, unless expressly set forth in this Agreement. This Agreement may be modified only by a written amendment signed by authorized representatives of both parties. To the extent that any of the terms hereof contradict any of the terms of any attachment hereto (including without limitation the Bookings), the terms hereof shall govern, unless specifically set forth to the contrary therein.