SCYENE SOLUTONS WHITE LABEL RESELLER AGREEMENT

This White Label Partner Agreement (“Agreement”) is entered into between Scyene Solutions a subsidiary company of FanTouch Solutions LLC, a Texas corporation (“Partner”), and You (“Reseller”), effective as of the date of acceptance by Reseller.

RECITALS

WHEREAS, Partner has developed and owns certain software products and services that are suitable for resale by third-party Partners;

WHEREAS, Reseller desires to resell the Partner’s products and services under its own brand;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Partner and Reseller agree as follows:

DEFINITIONS.

(a) “Partner Products and Services” means the software products and services owned and provided by Partner and described in Exhibit A attached hereto, as may be amended from time to time by mutual agreement of the parties.

(b) “White Label” means the branding of Partner Products and Services with Reseller’s own brand, including but not limited to the Reseller’s logo, trade dress, and other identifying marks.

APPOINTMENT.

(a) Appointment. Partner appoints Reseller as a non-exclusive Partner of the Partner Products and Services, subject to the terms and conditions of this Agreement.

TERM AND TERMINATION.

(a) Term. This Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with this Agreement.

(b) Termination. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice to the other party.

(c) Effect of Termination. Upon termination of this Agreement, Reseller shall immediately cease all use of Partner’s trademarks, trade names, and logos, and shall cease all promotion, marketing, and sale of the Partner Products and Services.

RESALE RIGHTS.

(a) Resale Rights. Subject to the terms and conditions of this Agreement, Partner grants to Reseller the non-exclusive right to resell the Partner Products and Services in accordance with the terms and conditions of this Agreement.

(b) Restrictions. Reseller shall not:

(i) resell or sublicense the Partner Products and Services except as expressly permitted in this Agreement;

(ii) modify or create derivative works of the Partner Products and Services;

(iii) reverse engineer, decompile, or disassemble the Partner Products and Services;

(iv) use the Partner Products and Services for any unlawful or prohibited purpose;

(v) represent itself as an agent or representative of Partner, or make any representations or warranties on behalf of Partner;

(vi) engage in any activity that would damage or harm the goodwill, reputation, or business of Partner; or

(vii) disclose any confidential information of Partner to any third party.

WHITE LABELING.

(a) Branding. Partner shall provide Reseller with a White Label version of the Partner Products and Services, which shall be branded with Reseller’s own brand in accordance with the specifications set forth by Partner.

(b) Approval. Reseller shall submit all proposed branding and marketing materials to Partner for approval prior to use.

PRICING AND PAYMENT.

(a) Pricing. The price of the Partner Products and Services shall be set by Partner, subject to change from time to time at Partner’s sole discretion.

(b) Payment. Reseller shall pay Partner the price of the Partner Products and Services, less any discounts or rebates, as specified in the commission plan agreement.

WARRANTIES AND DISCLAIMERS.

(a) Partner Warranties. Partner warrants that it has the right to grant the rights and licenses set forth in this Agreement, and that the Partner Products and Services do not infringe any third-party intellectual property rights.

(b) Reseller Warranties. Reseller warrants that it will comply with all applicable laws and regulations in connection with its resale of the Partner Products and Services, and that it will not use any false, misleading, or deceptive advertising or marketing materials in connection with the Partner Products and Services.

(c) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PARTNER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

INDEMNIFICATION.

(a) Partner Indemnification. Partner shall indemnify, defend, and hold harmless Reseller and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim that the Partner Products and Services infringe any third-party intellectual property rights.

(b) Reseller Indemnification. Reseller shall indemnify, defend, and hold harmless Partner and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by Reseller.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CONFIDENTIALITY.

(a) Confidential Information. “Confidential Information” means any information, technical data, trade secrets, or know-how, including, without limitation, that which relates to research, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

(b) Use and Disclosure. Each party agrees to use the Confidential Information of the other party solely for the purpose of performing its obligations under this Agreement and not to disclose such Confidential Information to any third party without the prior written consent of the other party.

GENERAL PROVISIONS.

(a) Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed facsimile, sent by commercial courier with written verification of receipt, or mailed by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth on the signature page or to such other address as either party may specify in writing.

(b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of laws principles.

(c) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications and agreements, whether oral or written.

(d) Amendments. This Agreement may be amended only by a written instrument executed by both parties.

COMMISSION PLAN AGREEMENT

Partner agrees to a 50% commission payout to Reseller of the Net Revenue received from sales of the Partner Products and Services that are sold by Reseller during the Term of this Agreement.

“Net Revenue” shall mean the gross amount of revenue received by Partner from Reseller’s sales of the Partner Products and Services, less any refunds, service fees, discounts, chargebacks, or credits.

Payment of commissions will be made by Reseller to Partner by or on the 15th day of each month following the end of the previous calendar month from Reseller’s sales of the Partner Products and Services.

Reseller shall be solely responsible for any taxes, fees or other charges related to the commissions paid under this Agreement.

In the event that this Agreement is terminated by either party for reasons other than a material breach of this Agreement by Reseller, Reseller shall be entitled to receive commission payouts for the next four (4) calendar months following the effective date of termination.

Partner shall maintain accurate records of all sales of the Partner Products and Services made by Reseller under this Agreement. Reseller shall have the right to audit Partner’s records related to the computation of the commissions paid under this Agreement upon reasonable notice to Partner.

This Commission Plan is subject to the terms and conditions of the Partner Agreement between Partner and Reseller, and in the event of any conflict between this Commission Plan and the Partner Agreement, the Partner Agreement shall govern.