PANGAEA STANDARD TERMS AND CONDITIONS

The following Pangaea Standard Terms and Conditions (these “Standard Terms and Conditions”) apply to and are a part of the Pangaea Customer Agreement or Customer Agreements (the “Customer Agreement”) between Pangaea Corporation, a Florida corporation (“Pangaea”), and the “Customer” listed on the Customer Agreement (the “Customer” or “You” or “Your”). Pangaea and the Customer may each be referred to herein as a “Party” and collectively as the “Parties.” Collectively, the Customer Agreement and these Standard Terms and Conditions shall be referred to as the Agreement (“Agreement”). ANY PURCHASE ORDER OR OTHER CUSTOMER DOCUMENTATION PERTAINING TO THE PRODUCTS AND SERVICES COVERED BY THE CUSTOMER AGREEMENT SHALL NOT MODIFY, CONTRADICT, OR OTHERWISE CHANGE THE AGREEMENT.

1. PRODUCTS & SERVICES. Customer hereby agrees to purchase products or services (herein after termed “Services”) described on the Customer Agreement and subsequent Customer Agreements hereto as such services may (or may not) be more particularly described in Exhibit A to this Agreement (each, a “Service” and collectively, the “Services”). Pangaea may accept or reject, in its sole discretion, any Customer Agreement received from Customer for the Services.

2. TERM AND TERMINATION

2.1 Term. Where appropriate, the term of this Agreement (the “Term”) will start on the “Commencement Date” of the first Customer Agreement and end at the conclusion of the Term. The Agreement will automatically renew for consecutive one (1) year periods unless either party provides the other with written notice sixty (60) days prior to the expiration of the then current Term.

2.2 Termination. This Agreement may be terminated: (a) by the non-breaching Party in the event of a material breach of this Agreement, by giving thirty (30) days prior written notice to the other Party; unless the other Party has cured the breach during such thirty (30) day period; (b) by Pangaea immediately if Customer is delinquent in the payment of any invoice issued pursuant to this Agreement; (c) by the non bankrupt Party if the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, if that petition or proceeding is not dismissed within sixty (60) days after filing; or (d) suspends the operation of its present business or liquidates its business assets, or generally fails to pay its debts as such debts become due or admits in writing its inability to pay its debts.

2.3 Effect of Termination. Upon termination or expiration of a Customer Agreement, the Parties will do the following: (a) unless otherwise specified in the Customer Agreement, Pangaea will immediately cease providing the Services; and (b) upon Customer’s request made within thirty (30) days, Pangaea will provide, at Customer’s expense, a copy of the Data and Results. Termination of the Agreement by either Party will be without prejudice to the terminating Party’s other rights and remedies, subject to any limitations provided herein.

2.4 Emergency Suspension of Services. Pangaea reserves the right to immediately suspend the Services, if reasonably necessary to prevent imminent and material harm to Pangaea and/or its business, including but not limited to claims of infringement.

3. FEES AND PAYMENTS. In exchange for receiving the Services, Customer shall pay Pangaea the rates, fees, and deposits set forth on the Customer Agreement and on any subsequent Customer Agreements (the “Fees”). The Fees are exclusive of all taxes and Customer shall be responsible for payment of all such taxes. If Customer believes that sales of the Services to Customer are exempt from taxes, Customer shall furnish Pangaea appropriate exemption certificates. Except as otherwise agreed in the Customer Agreement, Pangaea shall invoice Customer within thirty (30) days prior to the beginning of each quarter of the Term. Customer shall remit to Pangaea all invoiced amounts no later than thirty (30) days after the date on which Pangaea invoices Customer. All payments shall be made in U.S. currency. If at any time Customer is delinquent in the payment of any invoice for more than thirty (30) days after the invoice is due or is otherwise in breach of the Agreement, Pangaea may, at its discretion, refuse to provide further Services or may require Customer to prepay for further Services.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Intellectual Property Rights. The Parties acknowledge and agree that, except as set forth in Section 4.2 below, the Agreement does not grant to Customer any rights in the Pangaea Software or Pangaea Hardware provided by or used by Pangaea in connection with Pangaea’s provision of Services hereunder. “Pangaea Software” means the software owned, licensed and/or developed by Pangaea that is used by Pangaea and Customer in providing the Services. “Pangaea Hardware” means the hardware owned, licensed, leased, and/or developed by Pangaea that is used by Pangaea and Customer in providing the Services. Customer recognizes that Pangaea and its licensors retain all Intellectual Property Rights in the Services and its proprietary information, including without limitation, all modifications and derivative works. Customer agrees to retain all proprietary marks and copyright notices that appear on all materials and proprietary information delivered to Customer. “Intellectual Property Rights” means any and all proprietary rights provided under patent, copyright, trade secret, and trademark law, any other intellectual property statutory provision or common law principle applicable to the Services provided under the AGREEMENT, and any and all applications, registrations, licenses, agreements or any other evidence of a right in any of the foregoing.

4.2 Pangaea Software License. Pangaea hereby grants to Customer a limited, non-exclusive, nontransferable license during the Term to use the Pangaea® Software solely in connection with facilitating Pangaea’s provision of the Services and viewing and analyzing Data and Results generated from the Services. Customer may not modify, sublicense, distribute, market, transfer, reverse engineer, reverse compile or make any copies of the Pangaea Software.

4.3 No Updates. It is specifically understood that all of the Systems and Services to be provided by Pangaea are set forth in the AGREEMENT and that no other services, support, customization, or integration are included in the Services. Notwithstanding the foregoing, Pangaea shall make available to Customer such “bug” fixes, updates, and enhancements that Pangaea makes generally available to its customers.

5. CUSTOMER RESPONSIBILITIES

5.1 Support. Customer shall provide Pangaea with reasonable support and assistance in connection with Pangaea’s provision of Services, including but not limited to entering into a Customer Agreement and other appropriate documentation. Customer shall provide any necessary Data to Pangaea in accordance with the Customer Agreement. “Data” shall mean all text, alphanumeric and bar code information other materials supplied in any format by or for Customer to Pangaea in connection with the performance of Services.

5.2 License Grant. Customer hereby grants to Pangaea a non-exclusive, worldwide, royalty-free right and license to the extent necessary or desirable for Pangaea’s performance of the Services to use, reproduce, transmit, retransmit, post, publicly perform, publicly display, distribute and broadcast the Data (including any trademarks, logos and trade names of Customer or any third party content providers in the Data).

5.3 Responsibility for the Data. Customer shall be completely and solely responsible for all matters relating to the Data, including, without limitation, all costs, activities, obligations and liabilities associated with creating, inputting, producing, editing, supplying, correcting, maintaining and ensuring the accuracy of the Data.

5.4 Equipment. If Customer agrees to lease Pangaea Hardware on the Customer Agreement, Customer shall return such Pangaea Hardware on the Expiration Date in the same condition, normal wear and tear excepted.

5.5 Privacy Obligations. Customer shall adhere to all United States privacy and data protection laws applicable to its gathering, processing, storing and transmitting of user information. Customer shall maintain the confidentiality of all such user information.

5.6 Ownership of the Data. Customer will own all right, title, and interest in and to the data produced using the Services (“Results”). Notwithstanding the foregoing, Pangaea may aggregate, analyze, compile or otherwise use the Results in any way and Pangaea may sell, rent, or otherwise provide the Results to any third party. In no event shall Pangaea be entitled to use or aggregate any financial information about Customer that does not relate to the point of sale Data collected by the Services.

6. PANGAEA'S RESPONSIBILITIES

6.1 Services. Pangaea shall provide the Services to Customer in a competent, timely and workmanlike manner in accordance with reasonable commercial standards and the Agreement. The Customer acknowledges that access to the Internet can be interrupted and is unpredictable and may be subject to buffering and other network issues which may impact Customer’s use of the Services. Customer acknowledges that Pangaea may use third-party service providers to supply certain components of the System or the Services provided hereunder, but use of such third parties shall not relieve Pangaea of its obligations under this Agreement. “System” means Pangaea’s equipment and communications networks through which the Services are provided.

6.2 Maintenance. Pangaea or Pangaea’s supplier may perform maintenance on the Pangaea Hardware or Software or network without notice to Customer; provided, however, Pangaea will take reasonable efforts to provide Customer with seventy-two (72) hours advance notice before scheduled maintenance that will cause downtime of the Services in excess of thirty (30) minutes. Pangaea reserves the right to perform emergency maintenance at any time without notice to Customer.

6.3 User IDs and Passwords. Pangaea will provide all necessary User IDs and passwords. Customer is responsible for distributing and securing the User IDs and passwords.

6.4 Support. Pangaea shall provide reasonable technical support for the Pangaea Software, provided, however, that Pangaea shall not be responsible for training any of Customer’s employees with respect to the Pangaea Software or System at any time after the initial ninety (90) days of the Term. In the event that Customer requires support for the Pangaea Hardware, Customer shall contact the hardware supplier directly at numbers provided by Pangaea. Such supplier’s support obligations shall be defined by such supplier. Customer shall be responsible for all support related to all other aspects of the System, including but not limited to the telephone or cable lines through which the Data is provided.

7. CUSTOMER WARRANTY. Customer warrants and represents that: (a) it will comply with all applicable laws and regulations; (b) its performance of its obligations under this Agreement will not conflict with its obligations to any third party; and (c) it has the full power and authority to enter into the Agreement and to perform its obligations hereunder.

8. PANGAEA’S DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, PANGAEA MAKES NO REPRESENTATIONS OR WARRANTIES AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL PANGAEA BE RESPONSIBLE FOR ANY SITUATION WHERE THE SECURITY, AVAILABILITY OR STABILITY OF THE SERVICES IS COMPROMISED BY CUSTOMER, THE DATA OR ACTIONS TAKEN BY PANGAEA AT THE REQUEST OF CUSTOMER.

9. INDEMNITY. Each Party (the “Indemnifying Party”) shall indemnify and hold the other Party and its affiliates, successors and assigns, and each of their respective directors, officers, contractors, employees and agents (collectively the “Indemnified Parties”) harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expenses, including reasonable attorneys’ fees, and amounts paid in settlement resulting from or arising out of any claim, suit action or proceeding (each a “Claim”) which may be made or brought against any of the Indemnified Parties or which any of the Indemnified Parties may suffer or incur as a result of, (a) in the case of Customer as the Indemnifying Party, (i) Customer’s Data infringing on the Intellectual Property Rights of any third party or misappropriating the trade secrets of any third party, (ii) Customer’s gross negligence or intentional misconduct, (iii) the unauthorized or improper disclosure of confidential information by Customer, (iv) breach of any of Customer’s obligations hereunder; or (v) personal injury, death, or damages to real and tangible personal property in Customer’s store premises; and (b) in the case of Pangaea as the Indemnifying Party, (i) the infringement of the Services (exclusive of the Data) on the Intellectual Property Rights of any third party, (ii) Pangaea’s gross negligence or intentional misconduct or (iii) the unauthorized or improper disclosure by Pangaea of Customer’s Data or confidential information. The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any Claim. The Indemnifying Party shall have sole control and authority with respect to the defense or settlement of any Claim and the Indemnified Party shall cooperate fully with the Indemnifying Party in the defense of any Claim. The Indemnifying Party shall not enter into any settlement without the prior written approval of the Indemnified party, such consent not to be unreasonably withheld or delayed. Pangaea shall have no liability for any claim based upon: (a) the combination, operation or use of the Services with equipment, devices or software not supplied or specified by Pangaea; or (b) any alteration or modification of the Services not made by Pangaea.

10. LIMITATION OF LIABILITY. IN NO EVENT SHALL PANGAEA BE LIABLE TO ANY ENTITY FOR EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR LOST PROFITS OR DAMAGES RESULTING FROM THIS AGREEMENT INCLUDING BUT NOT LIMITED TO USE OR LOSS OF USE OF THE SERVICES OR FOR LOSS OF DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF PANGAEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PANGAEA’S LIABILITY ARISING OUT OF, OR RELATED TO, THIS AGREEMENT AND SUBJECT MATTER HEREOF EXCEED THE LESSER OF THE CHARGES PAID BY CUSTOMER OVER THE PREVIOUS TWELVE (12) MONTHS OR FOR THE APPLICABLE CUSTOMER AGREEMENT.

11. CONFIDENTIALITY. Each Party agrees that it shall neither disclose any confidential information to third parties nor use any confidential information in any manner other than as contemplated by the Agreement. Confidential information shall not include information which: (a) is already known by the recipient; (b) is or becomes public knowledge; (c) is independently developed by the receiving Party; or (d) is disclosed pursuant to any judicial or governmental order.

12. GENERAL PROVISIONS

12.1 Relationship of the Parties. Nothing in the Agreement shall render or be interpreted or construed to mean that the Parties are partners, engaged in a joint venture or an employer/employee relationship. Each Party agrees that each of them is an independent contractor. Neither Party shall represent to any person that it has authority, permission or consent to represent, act on behalf of, contract or have commercial relationship with the other Party except as is expressly authorized by such other Party under the Agreement.

12.2 Waiver. No failure or delay by a Party in exercising any right hereunder will operate as a waiver of, or impair, any such right. No single or partial exercise of any right hereunder shall preclude further exercise thereof or the exercise of any other right. No waiver of any right hereunder will be effective unless in writing and signed by the Parties hereto.

12.3 Further Assurances and Good Faith. Each Party to the Agreement will, at the request of the other Party and without charge execute and deliver all such further instruments and documents and take such further actions as may be reasonably requested to further confirm, carry out and otherwise accomplish the intent and purpose of the Agreement.

12.4 Severability. If any provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable, or, if it cannot be so amended without materially altering the intention of the Parties, it shall be stricken, and the remainder of the Agreement shall remain in full force and effect.

12.5 Governing Law. The Agreement shall be interpreted according to the laws of the State of Florida without regard to its choice-of-law rules or principles. In any suit or action brought to enforce the Agreement or to recover damages from a breach of the Agreement, the losing party will pay the substantially prevailing party’s reasonable attorney’s fees and all other costs and expenses that may be incurred by the substantially prevailing party in any suit, action or in reviews or appeals therefrom, including those fees and costs incurred in any bankruptcy case or proceeding.

12.6 Survival. Section 11. shall survive any termination of the Agreement.

12.7 Notices. Any notice required to be given under the Agreement to any Party must be in writing and will be given when actually received or, if earlier, five days after deposit in the U.S. Mail by certified or express mail, return receipt requested, postage prepaid, addressed to the Party at the address listed on the Customer Agreement or at such other address as such Party may request by written notice.

12.8 Force Majeure. Except for the obligation to pay Fees, neither party will be liable for failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war or terrorism, acts of God, earthquake, flood, embargo, riots, sabotage, labor shortage or dispute, governmental acts or failure of the Internet.

Revised: 10/1/05

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