SERVICES AGREEMENT

This Services Agreement (“Agreement”) is between you (the “Customer”) and 2BC, Inc., d/b/a Watch N Buy, and/or WatchAndBuy, (“WNB”). By subscribing to, using, or paying for WNB Services or by accessing WNB System, Customer agrees to terms and conditions of this Agreement. Correspondence to you will may come from “2BC, Inc.” .

1. DEFINITIONS.

“Customer Video” means a digital video depicting products or services sold by Customer, training or educational information regarding Customer’s products or services, general information about Customer, or other content selected by Customer.

“URL Data” means Uniform Resource Locators specifying the location of websites, services, or landing pages selected by Customer as interactive links in a Customer Video.

“Linked Video” means a Customer Video that is associated with URL Data.

“Drop-In Code” means Internet browser code delivered by WNB to Customer for placement on Customer’s website.

“WNB Video Player” means WNB’s Internet hosted, custom digital video player and associated software.

2. WNB SERVICES AND LICENSE.
1. Services. WNB provides a set of Internet-hosted software applications and associated data, primarily resident on WNB’s servers and accessible through an Internet portal maintained by WNB, that permits Customers to create and view interactive videos (collectively, the “WNB Services”).
2. Use of Services. Customer may accomplish tasks using WNB Services by first establishing a link though Customer’s Internet service to WNB’s website and uploading a Customer Video. Customer may then create a Linked Video by specifying URL Data at specific times and places in the Customer Video. The Linked Video is associated with a WNB Video Player through Drop-In Code generated by WNB. When integrated into a website, Drop-In Code automatically loads a WNB Video Player and the associated videos. WNB Video Player allows Internet users to watch and interact with Customer Videos by permitting Internet users to click on the Customer Videos at the times and places specified by the URL Data.
3. Hosting. Customer Videos may be hosted on WNB’s servers as set forth in Appendix 1 to this Agreement or hosted on third-party servers. WNB Video Player resides on WNB’s servers and is loaded into an Internet user’s browser when the Internet user accesses Customer’s website containing Drop-In Code.
4. License. WNB grants Customer a non-exclusive, non-transferable license to access and utilize WNB Services as specified in this Agreement. WNB further grants Customer a non-exclusive, non-transferable license to copy and reproduce Drop-In Code on Customer’s websites, up to a total of 10 domains, and, if Customer is a web designer, on the websites of up to five third parties.

3. CUSTOMER OBLIGATIONS.
1. Customer Video Requirements. Customer will upload Customer Videos to WNB’s servers in a format specified by WNB. For each Customer Video, Customer is responsible for specifying URL Data and for selecting the spatial and temporal placement of the URL Data. Customer must place Drop-In Code on Customer’s website as directed by WNB.
2. Equipment, Connectivity, and Content Responsibilities. It is Customer’s duty, at its own expense, to acquire, maintain and install all necessary equipment and connectivity. Without limitation, Customer is always solely responsible for: (i) the content of Customer Videos; (ii) hosting Customer Videos on WNB’s servers or on a third-party server; (iii) providing sufficient data transfer for Internet users to access Customer Videos; (iv) the content of URL Data links; (v) hosting URL Data links on a website accessible to Internet users; (vi) providing sufficient data transfer for Internet users to access URL Data links; and (vii) monitoring data transfer usage on WNB’s servers. Customer may pre-purchase additional data transfer on WNB’s servers. If Customer exceeds the monthly data transfer limit without pre-purchasing additional data transfer, Customer will be charged for unplanned additional data transfer as specified on the website at the time they made their purchase.
3. General Customer Obligations. Customer will provide WNB with complete, accurate, and timely information reasonably needed for WNB to provide WNB Services and full responses to WNB inquiries related to WNB Services.
4. Payment. Customer will timely pay the fees for WNB Services as well as government taxes or charges assessed, due, or levied by reason of or based upon sale or provision to Customer of services or goods under this Agreement and the costs of seeking any refund or abatement, including excise, use, sales or transfer taxes, excluding taxes on WNB’s net income. Failure to pay the fees in a timely manner may result in suspension of Customer’s account.
4. Term and Termination.
1. Term. Unless earlier terminated as provided herein, the term of this Agreement is monthly with automatic monthly renewals at the beginning of each billing cycle. Customer will be automatically charged the full monthly rate 30 days from the beginning of their billing cycle. Customers billing cycle begins on the day of their credit card purchase for their services.
2. Trial License Term. The term of this Agreement for a trial license is set forth in Appendix 1 to this Agreement.
3. Termination. Either Party may terminate this Agreement by giving notice to the other Party prior to the end of the month. Additionally, WNB may immediately terminate this agreement if WNB reasonably believes (i) that Customer has abused the storage or data transfer limitations of their account or (ii) that Customer has breached Section 5.01 of this Agreement. Customer acknowledges and agrees that WNB may periodically inspect Customer’s account to determine compliance with this Agreement.
4. Effect of Termination. Upon expiration or termination for any reason, all licenses and rights granted by WNB to Customer terminate immediately and automatically. Notwithstanding any other provisions, Customer will immediately cease use of WNB Video Player, WNB Services, and Drop-In Code, and immediately pay WNB all compensation payable for all goods or services actually provided or undertaken by WNB. The Parties’ rights and obligations, which the context indicates survive termination, including Sections 4.03, 5, 6.02, and 6.03, survive and remain in effect.

5. SECURITY, CONFIDENTIALITY, AND OWNERSHIP.
1. Security. Customer will take reasonable actions to maintain the security of communications when using WNB Services. Customer will not: knowingly introduce or permit to be introduced into WNB Video Player any virus, worm, trojan horse, or other malicious software routine, program, or mechanism designed to permit unauthorized access, disable, erase in whole or part, or otherwise adversely effect WNB Video Player; use WNB Services or any part or aspect for any unlawful purpose or to mislead, harass or interfere with any third-party; or sell, sell access to, or sell use of WNB Video Player, Drop-In Code, or any WNB Services. Customer will not sublicense, reverse engineer, reverse compile or disassemble WNB Video Player or Drop-In Code, or provide access to WNB Video Player or Drop-In Code to third-parties, or copy, modify, reproduce, publish, distribute, or prepare derivative works from WNB Video Player, Drop-In Code, or any WNB Services, unless same is expressly permitted by this Agreement or by applicable law notwithstanding this limitation. Customer will comply with WNB’s then current procedures established by WNB from time to time concerning access to and use of WNB Services. WNB may restrict Customer’s access and use of WNB Video Player at any time if WNB reasonably believes Customer is in violation of this Agreement or that continued access or use may materially disrupt, degrade, or injure continued function or use of WNB Video Player.
2. Confidentiality. Under this Agreement, Customer may receive or have access to information from WNB of a confidential and proprietary nature including software, computer programs, formats and technology for organizing and presenting data, communication formats and technology, and information used by WNB in its business. Customer will hold all of same in confidence and not use or disclose it or allow it to be used or disclosed, directly or indirectly, to any person or entity, except as needed for the purposes of this Agreement and then only if the recipient has agreed in writing to maintain the confidentiality of the information. Customer will be no less protective of WNB’s confidential information than of Customer’s own similar confidential information, except that in no event will such care be less than reasonable.

If Customer becomes legally compelled to disclose information otherwise subject to confidentiality or use limitations, it will provide WNB with prompt notice, to the extent permitted by law, so WNB may seek a protective order or other remedy. Customer will disclose only the portion of such information which it is advised by written opinion of third-party legal counsel that Customer is legally required to disclose and will use its best efforts to obtain a protective order or other reasonable assurance that any recipient will treat such proprietary information confidentially. The obligations in this Agreement concerning confidential information do not apply to information which Customer shows: (i) is generally known by the public (other than as a result of an unpermitted disclosure directly or indirectly by Customer or its affiliates, advisors or representatives); or (ii) is known to Customer on a non-confidential basis from a source other than WNB or its affiliates, advisors or representatives, provided that such source was not bound by a confidentiality agreement with or other obligation of secrecy to WNB or any affiliate of which Customer has knowledge at the time of such disclosure.

3. Ownership. Customer Videos, created by or on behalf of Customer are Customer’s property except to the extent same comprise WBN Intellectual Property, in which event WBN grants Customer a non-exclusive license to Customer for the duration of Customer’s continued use of the Customer Videos. WNB Services, WNB Video Player, Drop-In Code, functions performed by WNB in response to communications from Customer, and all related intellectual property rights, including patents, patentable subject matter, copyrights and copyrightable materials, trademarks, trade secrets, designs, formulas, procedures, methods, apparatus, ideas, creations, improvements, works of authorship, materials, processes, inventions, techniques, data, know-how, show-how, algorithms, programs, subroutines, and tools (collectively, “Intellectual Property”), are and remain WNB’s exclusive property. Customer will not obscure or remove any proprietary legend or mark on WNB Video Player or Drop-In Code; and Customer may only exercise license rights granted under Section 2.04 if the legend and mark are reproduced intact with each item. WNB may collect nonpublic user information about Customer and share aggregate information with advertisers, business partners, sponsors and other third-parties, though such summary information will not identify any specifics related to Customer’s business.
4. Violation or default by Customer of any requirements or restrictions set forth herein constitutes breach of a material provision of the Agreement.
5. Customer service requests will be transmitted by email to WNB by the Customer and will generally be answered within 24 hours during business days.

6. WARRANTY, INDEMNIFICATION AND LIMITATION.
1. Availability and Performance. WNB warrants for the term of this Agreement that WNB Services will be available for use by Customer as set forth in this Agreement for a minimum of 95% of the time on a monthly basis (“Performance Criteria”), excluding scheduled maintenance. Without limitation of the foregoing, the Parties further agree that WNB Services involve complex computer hardware and software that is not necessarily free from defects or able to operate without interruption and WNB does not warrant same. Except as expressly provided herein, WNB does not represent or warrant that WNB Services, WNB Video Player and Drop-In Code are free from errors or defects. WNB Services, WNB Video Player and Drop-In Code are provided “AS IS.” WNB makes no representation or warranty and is not responsible concerning results obtained from the use of WNB Services, WNB Video Player and Drop-In Code. WNB is not responsible concerning any interception, access, loss, impairment, delay, corruption, or damage of outbound code or data after the packet leaves the back end of WNB’s Internet server or any inbound code or data before the packet enters the back end of WNB’s Internet server. Customer assumes full responsibility to evaluate for itself the condition, quality, accuracy, reliability, suitability and functionality of WNB Services, WNB Video Player and Drop-In Code.
2. Non-Infringement and Indemnification. Customer warrants that no third-party rights of any kind, including Intellectual Property rights, are or will be violated in the production, use, transmittal, reproduction, or dissemination of any Customer Video and URL Data. During the term of this Agreement and three years thereafter, subject to any explicit disclaimers and limitations of liability set forth herein, Customer will defend, indemnify and hold harmless WNB and WNB’s officers, directors, agents, employees, or contractors from and against any and all claims, suits, liabilities, damages, costs (including reasonable attorneys’ fees) and all other losses whether actual, consequential or exemplary (collectively “Losses”) resulting from or arising, in whole or in part, out of any negligence, tortuous act, or breach of warranty or obligation by Customer in connection with this Agreement.
3. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WNB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW. WNB EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, DESIGN, OPERATION, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE WITH INFORMATION, ACCURACY OF INFORMATIONAL CONTENT, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE, OR CUSTOM. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WNB IS NOT LIABLE FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION OR ANY OTHER LEGAL THEORY. WNB DOES NOT WARRANT AND IS NOT RESPONSIBLE FOR UNAVAILABILITY OR IMPAIRMENT OF WNB’S SERVICES OR FAILURE TO MEET PERFORMANCE CRITERIA TO THE EXTENT SAME IS CAUSED IN WHOLE OR PART BY ACTS OR OMISSIONS OF CUSTOMER OR THIRD-PARTIES, FAILURE OF CUSTOMER OR THIRD-PARTY SYSTEMS, SOFTWARE OR EQUIPMENT; OR, OTHER EVENTS BEYOND WNB’S COMMERCIALLY REASONABLE CONTROL. WNB IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, DATA OR USE, INCURRED BY CUSTOMER OR ANY THIRD-PARTY, IN CONTRACT OR TORT, EVEN IF WNB HAS BEEN ADVISED OF THE POSSIBILITY OF SAME. WNB’S LIABILITY FOR DAMAGES WILL IN NO EVENT EXCEED CUSTOMER’S PAYMENTS TO WNB, AND SUCH ARE LIMITED TO FEES PAID FOR THE RELEVANT PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY.

7. GENERAL TERMS.
1. Entire Agreement. This Agreement will be interpreted, construed and governed in accordance with its fair meaning and not for or against either party and, together with the Appendices attached hereto, is the parties’ entire agreement, supersedes and merges all prior proposals, understandings, representations, and agreements. No amendment is effective unless executed by duly authorized representatives of each party. Unless the context clearly requires otherwise, “including” means “including without limitation,” and “or” means “and/or.”
2. General Cooperation. Each party will execute such documents, including authorizations, and take such further action as may be reasonably necessary to permit, enable and promote the other’s ability to perform its duties and obligations hereunder, provided that the parties are not required to undertake material additional work, expense or liability not otherwise explicitly required herein.
3. Assignment. This Agreement inures to the benefit of and is binding upon the Parties and their respective legal representatives, successors and permitted assigns; provided, however, that Customer may not assign this Agreement without WNB’s prior written consent, such consent not to be unreasonably withheld. Any assignment contrary to this Section is void ab initio.
4. Force Majeure. No failure, delay or default in performance of any obligation under this Agreement constitutes a default or breach if and to the extent it is caused by strike; fire; shortage of materials; legal act of a public authority; unavoidable casualty; civil disorder; riot; insurrection; vandalism; war; act of terrorism; inclement weather; Internet failure; failure or error of any Internet access provider; failure or impairment of any lines of transmission belonging to any third-party; failure or impairment of any third-party server, router, other equipment or software through which Internet transmissions occur; or, other extraordinary cause if such cause or condition is beyond the reasonable control and without the negligence of the party otherwise chargeable, for so long as such cause or condition continues and for a reasonable period of time thereafter. Notwithstanding the foregoing, such cause or condition does not include a party’s lack of funds, lack of credit, or other financial inability to perform and excusable default does not include a failure to timely pay any amount when due. If a party intends to rely on the foregoing force majeure protection, it will timely notify the other party in order to permit the other party in its sole discretion to suspend or curtail its own performance for such time as the failure, delay or default continues. WNB may in WNB’s sole discretion substitute, replace, modify or upgrade WNB Video Player or any part or aspect of it as WNB deems advisable; and, such substitutions, replacements, modifications and upgrades will be incorporated in and subject to this Agreement as if included from the beginning.
5. Notices. Any notice or other communication required or which may be given hereunder will be in writing and delivered personally, by facsimile, e-mail or other electronic medium, or by United States mail, postage prepaid, and will be deemed given when so delivered personally, when received by facsimile, e-mail or other electronic medium, or if mailed, three days after the date of mailing, at the addresses listed under the signatures of the Parties hereto, subject to subsequent proof of receipt by the other party unless same is reasonably unobtainable after reasonable efforts to deliver the notice to the other party. Any party may change its address for notice purposes by providing written notice to the other party and such change will be effective upon receipt.
6. Publicity. WNB may use Customer’s name in press releases and marketing materials, but may not disclose information regarding Customer.
7. Governing Law. The laws of the State of Texas, excluding its conflicts laws, govern this Agreement, the entire relationship between the parties, and all matters arising out of or relating to this Agreement. ANY LAWSUIT OR OTHER LEGAL PROCEEDING BETWEEN THE PARTIES WILL BE BROUGHT ONLY IN A COURT SITTING IN THE COUNTY OF WNB’S THEN CURRENT HEADQUARTERS. EXCEPT AS PROVIDED IN THIS AGREEMENT’S ARBITRATION PROVISIONS, THE PARTIES CONSENT TO PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF THIS COURT. The United Nations Convention for the International Sale of Goods will not apply to this Agreement.
8. Arbitration. In the event of any dispute concerning any matter whatsoever, whether or not arising out of this Agreement, that the parties are unable to resolve in a timely manner through good faith negotiations, such dispute will be resolved by binding arbitration according to the rules of the American Arbitration Association (“AAA”) except as agreed herein. The parties will agree upon a single arbitrator or, if they cannot agree upon an arbitrator within thirty days, the AAA will appoint a single arbitrator. During the arbitration each party will bear its own arbitration costs and share common arbitration costs equally, however, the arbitrator may award attorneys’ fees and costs as part of the resulting award. The award is binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief in court to prevent imminent harm, on condition that such Party will immediately submit the controversy to arbitration pursuant to this Section, such judicial action not displacing or waiving the parties’ agreement to arbitrate disputes.
9. Waiver. No failure by a party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy hereunder constitutes a waiver. No waiver of any breach affects or alters this Agreement, but each and every provision and term of this Agreement will continue in full force and effect with respect to any other existing or subsequent breach.
10. Severability. All terms herein are expressly are expressly limited to their lawful scope. If any term herein is unenforceable, this Agreement will be construed, reformed and enforced to most fully effect the parties’ intent as expressed herein. If any portion of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability will not affect or impair the validity and enforceability of the remainder of this Agreement. In such event, the Parties agree that the arbitrator or court making such determination will have the power to reform, alter, or amend such provision so that it will be enforceable and as consistent as possible with the intention of the Parties as expressed herein. In the event that all or any portion of this Agreement will be found to be contrary to any law or regulation, and as a result is nullified or terminated by force of law, neither party will be liable to the other by reason of such nullification or termination and WNB will be entitled to receive payment for the fair value of the services WNB has provided.
11. Relationship; No Third-party Beneficiaries. This Agreement does not create a joint venture or partnership and gives neither party any right or power to control the acts or failure to act of the other party. Each party acts as an independent contractor, and nothing contained herein will be construed to be inconsistent with this relationship. Neither party nor any of its directors, officers, partners, employees, agents, contract or temporary employees, computer or other consultants, other advisers or any other person or entity acting on behalf of it will be deemed to be an employee, agent, partner, owner, or joint venturer of the other party for any purpose whatsoever. In no event will either party be liable for the debts or obligations of the other party. Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third-party or by any creditors of any of the Parties.
12. Counterparts. This Agreement may be executed in any number of counterparts, with the same effect as if checking the box upon signup were upon the same instrument; but all of such counterparts taken together will be deemed to constitute one instrument. A party’s facsimile transmission of this signed Agreement is binding on that party.

8. BILLING

5. Recurring Service Fees are due and payable on the monthly anniversary date of the month for which the Service Fee applies. Customer hereby authorizes WNB to automatically charge Service Fee to Customer's credit card or PayPal Account. All other fees and charges for WNB Services that accrue hereunder are due and payable immediately. Charges to your account will come from the name "2BC, Inc."
6. For pre-purchased data transfer, the price and quantity of data transfer will be billed on 30-day intervals starting from the date of purchase. Unused data transfer does not carry over into subsequent months.
7. WNB will have the option in its sole discretion to impose a late charge of up to 1.5% per month on all amounts overdue, except that imposition of such charge will not forgive or waive any obligation of Customer to pay amounts when originally due.
8. WNB may render bills by the means for notices in Section 7.05, and bills will be deemed received as set forth therein.

9. AFFILIATE PROGRAM

1. As an affiliate of 2BC, Inc. you agree to a 25% commission on all first tier sales, and a 10% commission on all second tier sales.
2. Affiliate commissions are paid monthly. Commissions are calculated on the last day of every month. Payments are issued on the 15 ^th day of the of the 2nd full month after the commissions are calculated. For example, all commissions for March will be paid on May 15.
3. Customer cancellations will result in commission charge backs.

10. SORENSON SQUISH

1. Users of Sorenson Squish are purchasing or have included in their monthly service a program to convert video files to .flv’s.
2. This program can only be used to upload videos in to programs run by 2BC, Inc.
3. This program can only be used by active subscribers to monthly services from 2BC, Inc.
4. If a user terminates their monthly subscription to 2BC, Inc. services, the license to use Sorenson Squish will terminate with it.