Zipline Games, Inc. Services Agreement

This is an agreement between Zipline Games, Inc, (Zipline) a Delaware
State Corporation, and the Customer subscriber. This agreement is
effective upon the date of acceptance by the Customer.

The Services will be provided to Customer as set forth and pursuant to
the terms of this Agreement, and this Agreement governs Customer use
of the Zipline Services.

1. Definitions.

As used herein, the following capitalized terms shall have the
following meanings:

“Zipline Services” or “Services” means all services, including but not
limited to online computing services, provided to Customer by Zipline
in connection with the Software (as defined below), and as may be
modified by Zipline from time to time.

“Zipline Software” means the Zipline software, which includes computer
software and may include associated media, and on-line or electronic
documentation, and any updates or modifications thereto, including
those received through automated Zipline update services, if
applicable.

“Subscription” means the subscription under which the Services are
provided to Customer after the Initial Term, as defined below.

“Add-On Subscription” means any Subscription to the Services beyond
Customer first Subscription that is an expansion of an existing
Subscription (as opposed to a new Subscription).

2. Initial Connection; Term.

Customer understands that use of the Zipline Services will open a
connection through the Internet to the Zipline servers (the “Initial
Connection”).

Zipline agrees to provide the Services to Customer for the specified
term from the date Customer accepts this Agreement (the “Effective
Date”), as evidenced by the date of the Initial Connection logged on
the Zipline servers (the “Initial Term”). Before the expiry of the
Initial Term, Zipline will send Customer a notice containing a
description of the Services including available subscription options
and then-current corresponding pricing terms (the “Subscription
Options”) (the “Subscription Option Notice”). Each Subscription Option
will be for a certain period of time (the “Subscription Term”).

On the expiration of the Initial Term, Customer will be automatically
enrolled in a subsequent term as described and at the price set forth
in the Subscription Option Notice, unless Customer notifies Zipline at
least ten (10) days before the expiration of the Initial Term that
Customer elects a different Subscription Option or to discontinue the
Services. Once Customer is enrolled in a Subscription Option,
automatically or by election, the Services will automatically renew
for another Subscription Term at the end of each Subscription Term
(each, including the first Subscription Term, a “Renewal Term”) unless
Customer notifies Zipline at least ten (10) days before the end of the
then-current Subscription Term of Customer wish to discontinue the
Services or change Customer Subscription Option. Zipline reserves the
right to change the pricing terms of any Subscription Option, but will
provide at least fifteen (15) days advance notice of any such change
to all affected customers.

This Agreement shall apply to the Initial Term and all Renewal Terms
(together, the “Term”).

3. The Services

Customer understands, acknowledges, and agrees that certain parts of
the Services gather and store certain information on the Zipline
servers used to administer and maintain the Services.  Zipline will
use encryption to protect sensitive information in transit. Zipline
will under no circumstances sell or otherwise share information
provided by Customer with third parties without Customer consent.
Notwithstanding the foregoing, in the case of a merger, sale of
substantially all of Zipline’ assets, or other consolidation,
reorganization or change in control, Zipline may share all information
in its possession with the surviving or acquiring entity, as
applicable, provided that such entity agrees to be bound by this
Agreement or provisions substantially similar hereto.

On the Initial Connection, Customer will be asked to configure the
Zipline Software for use of the Services by Customer and, where
applicable, other employees, consultants, and agents of Customer
company who will use the Services (the “Services Interface”). Zipline
reserves the right to store the configuration Customer creates for the
Services Interface on the Zipline servers for backup and archival
purposes.

Zipline will use no less than a reasonable degree of care in storing
on the Zipline servers any information relating to Customer and
protecting such information from unauthorized access. In no event
shall Zipline be liable to Customer or any third party for any damage,
indirect, direct, special, consequential or otherwise, arising from or
relating to the storage and protection of information on the Zipline
servers, including arising from or relating unauthorized access of any
such information, regardless of the form of action.

Customer furthermore acknowledge that the Zipline Services reside on
servers on a third party network and that Zipline expressly disclaims
all liability for and shall not be held responsible for any
interruptions, cessations, delays or problems in or with the Services
arising from problems of any sort with such third party service.

4. Appropriate use.

The Customer may not use the Zipline Services for the purpose of Mass
Electronic Junkmail. The Customer may not use The Zipline Services for
excessive computation time inappropriate for Internet Web services.
The Customer may not install in their account any program which
presents a security problem on that server. Zipline reserves the right
to immediately cancel any service account which is causing a
disruption of services for other customers. The Zipline Services may
not be used to impersonate another person or misrepresent
authorization to act on behalf of others or Zipline. All messages
transmitted via Zipline Services should correctly identify the sender;
users may not alter the attribution of origin in electronic mail
messages or posting. Users must not attempt to undermine the security
or integrity of computing systems or networks and must not attempt to
gain unauthorized access.

The Customer may not run any software, applications, or other
processes except those required for normal operation of the Customer
web sites, on Zipline Services without the express written permission
of Zipline.

5. Fees; Invoicing

Customer will pay to Zipline all applicable fees for each Subscription
and Add-On Subscription, according to the then-current pricing terms
of such Subscription Option as notified by Zipline to Customer. All
fees paid under this Agreement are non-refundable, even in the event
of the termination of this Agreement pursuant to Section 6 prior to
the expiration of the Initial Term or any renewal of the Term. Before
delivery of Zipline Services, Zipline will invoice Customer for all
fees due and payable (a “Zipline Invoice”), and Company shall pay all
amounts invoiced at the time of presentation of any Zipline Invoice.
Any amount not paid when due will bear interest at the rate of one and
one-half percent (1.5%) per month or the maximum rate permitted by
applicable law, whichever is less, computed from the date due until
the date paid. Further, if Zipline shall have to take action to
collect any amounts not paid when due, Customer will pay or reimburse
all costs of collection incurred by Zipline (including, without
limitation, any attorneys’ fees and court costs).

6. Termination.

Either party may terminate this Agreement if the other party
materially breaches any obligation or responsibility under this
Agreement and fails to cure such breach within fifteen (15) days of
receipt of written notice of such breach. Notwithstanding the
foregoing, if Customer fails to timely pay any Zipline Invoice,
Zipline may terminate this Agreement immediately on any such
non-payment.

Zipline may elect to provide some Zipline Services on a free,
non-chargeable, demo or trial basis. Zipline reserves the right to
withdraw or terminate such services at any time without notice.

Termination or expiration of this Agreement shall not relieve Customer
of its obligations to pay to Zipline any amounts due and unpaid as of
the date of termination or expiration.

7. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE ZIPLINE SERVICES AND ALL
SOFTWARE, SERVICES AND OTHER ITEMS RELATED THERETO ARE PROVIDED ON AN
"AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET
FORTH IN THIS AGREEMENT, ZIPLINE EXPRESSLY DISCLAIMS ANY AND ALL
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING WITHOUT LIMITATION (I) ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) ANY
REPRESENTATION OR WARRANTY REGARDING THE CAPABILITY, PERFORMANCE OR
FUNCTIONALITY OF ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER,
INCLUDING WITHOUT LIMITATION THE ACCURACY, COMPLETENESS, RELIABILITY,
TIMELINESS, OR COMPATIBILITY THEREOF, OR (III) ANY WARRANTY THAT MAY
ARISE BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
USER ACKNOWLEDGES THAT IT HAS RELIED ON NO REPRESENTATIONS OR
WARRANTIES OF ANY PERSON OTHER THAN AS EXPRESSLY SET FORTH IN THIS
AGREEMENT.

THE ZIPLINE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. ZIPLINE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8. Limitation of Liability.

ZIPLINE (INCLUDING FOR THE PURPOSES OF THIS SECTION THEIR RESPECTIVE
DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, AND LICENSORS)
SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM
OR RELATED TO THE USE, MISUSE OR INABILITY TO USE THE SERVICES OR ANY
ZIPLINE PRODUCT (INCLUDING BUT NOT LIMITED TO LOSS OF USE OR GOODWILL,
INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR REVENUE, AND COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), REGARDLESS OF THE FORM
OF ACTION WHETHER, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, EVEN IF CUSTOMER OR SUCH OTHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ZIPLINE'S LIABILITY
TO CUSTOMER OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS
AGREEMENT EXCEED THE AMOUNT PAID (AND THEN OWED) BY CUSTOMER TO
ZIPLINE UNDER THIS AGREEMENT WITHIN THE THREE MONTHS PRECEDING THE
DATE THE LOSS AROSE. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT
ENLARGE THIS LIMIT.

9. Reservation of Rights.

Zipline and its licensors retain all rights in and to, including
without limitation, the copyrights, patents, and trade secrets,
trademarks, service marks, and other information contained in,
relating to, or made available as part of or in connection with the
Zipline Services (collectively the “Zipline Intellectual Property”)
that are the exclusive property of Zipline and/or its licensors. We do
not transfer any rights in or to the Zipline Intellectual Property to
Customer. Content of the Zipline Services that incorporates or
includes any of the Zipline Intellectual Property may not be used,
copied, reproduced, distributed, transmitted, broadcast, displayed,
sold, licensed, or otherwise exploited for any other purposes
whatsoever without the prior written consent of Zipline or the
rightful owner, as applicable.

10. Customer’s Representations and Warranties.

By accepting this Agreement, the individual indicating agreement to
these terms represents and warrants that

a. if the Services are being used by an entity, (i) such individual is
duly authorized to accept this Agreement on behalf of the entity and
to bind the entity to the terms of this Agreement; (ii) the entity has
the full power, corporate or otherwise, to enter into this Agreement
and perform its obligations under this Agreement and (iii) this
Agreement and the performance of the entity’s obligations under this
Agreement do not violate any third-party Agreement to which the entity
is a party.

b. if the Services are being used only by Customer as an individual,
(i) Customer agree to be bound by the terms of this Agreement, (ii)
Customer have the full power and capacity to enter into this Agreement
and perform Customer obligations under this Agreement, and (iii) this
Agreement and the performance of Customer obligations under this
Agreement do not violate any third-party Agreement to which Customer
are a party.

11. Entire Agreement; Governing Law.

This Agreement, together with any end-user license agreements
accompanying Zipline software licensed to or obtained by Customer, and
any media or documentation accompanying any such Software or other
Zipline product constitutes the entire Agreement between Customer and
Zipline and supersedes all prior or contemporaneous statements,
representations and agreements, written or oral, with regard to the
Zipline Services. This Agreement applies to Services obtained under
all Subscriptions and Add-On Subscriptions. This Agreement may be
amended or modified only by a written instrument signed by both
parties or by Customer’s acceptance of a subsequent agreement provided
by Zipline regarding the Zipline Services. Notwithstanding the
foregoing, no change or modification of this Agreement will be valid
unless it is in writing and is signed by Zipline.

This Agreement shall be governed by and construed under the laws of
the State of Washington without giving effect to its conflict of laws
principles. The parties consent to the personal and exclusive
jurisdiction of courts located in King County in the State of
Washington.

12. Assignment; Waiver; Binding Effect.

Customer may not assign this Agreement (by operation of law or
otherwise) without the prior written consent of Zipline. Zipline may
assign this Agreement and/or any of its obligations hereunder, without
the prior written of Customer. This Agreement will be binding upon and
will inure to the benefit of the parties’ successors and/or assignees.
Waiver by either party of a breach or any provision of this Agreement
or the failure by either party to exercise any right hereunder shall
not constitute a waiver of any subsequent breach of that right or a
waiver of any other right.

13. Force Majeure.

Except for payment obligations hereunder, neither party shall be
considered to be in breach of this Agreement on account of any delay
or failure to perform any obligation hereunder as a result of any
cause or condition beyond such party's reasonable control, including
but not limited to earthquake, fire, flood, and other natural
disasters.