Exhibit
10.3


MASTER
SERVICES AGREEMENT


This
MASTER SERVICES AGREEMENT ("Agreement') is made and entered into as of October 31, 2013 (the "Effective
Date"), by and between CloudWebStore, LLC., a Missouri limited liability with offices located at 5042 Wilshire Blvd.,
Los Angeles, CA 90036 (the "Company"), and Valuesetters, Inc. ("Client').


 


BACKGROUND


The
Company sells and distributes a variety of digital and physical products ("Products"), both directly
and through a network of partners (the "Company Network"), through its proprietary e-commerce platform
(the "Company eStore"). Client wishes to become a part of the Company Network by adding a tailored
and branded eStore (the "Client eStore") to the Client's website (the "Client Website").
Company agrees to develop, host and provide the Client eStore to Client subject to
the terms and conditions of this Agreement (collectively, the "Services").


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties agree as follows:


SECTION
L DEFINITIONS


All
capitalized terms used and not otherwise defined in this Agreement shall have the meaning ascribed thereto below:


"Client
Materials" shall mean any trademarks, service marks, trade names, logos, content, information, and other
materials (including their associated Intellectual Property Rights) provided by Client to Company to provide the Services.


"Client
Products" shall mean any Products sold in the Client eStore that are supplied to the Company eStore by Client.


"Confidential
Information" shall mean all information of any kind, whether written or oral, regarding Company
or any of its businesses or operations, including, without limitation, information concerning Company's or its licensors' products,
services, website, software, product development, product pricing, product maintenance,
business plans, strategies, business partners and alliances, finances, operations, assets, suppliers,
customers, clients, employees, contracts, systems and processes, whether such information is obtained before or after the date
of this Agreement, through any means or source or from any Company officer, director, employee, shareholder, member, advisor,
consultant, contractor, agent or representative. Notwithstanding the foregoing, Confidential Information shall exclude information
(a) available to the public other than by a breach of this Agreement; (b) rightfully
received from a third party not in breach of a contractual, fiduciary or other obligation of confidentiality; (c)
known to Client at the time of disclosure as evidenced by the written records of Client at
the time of disclosure or independently developed by a party without reference to any
of the Confidential Information; or (d) produced in compliance with any court order; provided, however, that Client gives
Company reasonable notice that such Confidential Information is being sought by a third party, so as to afford Company the opportunity
to limit or prevent such disclosure.


"Gross
Revenue" shall mean total revenue actually collected by Company from users relating to sales (or, if applicable,
rentals or subscriptions) of Products through the Client eStore, less applicable sales taxes or duties which are required to be
collected and withheld, if any, by law of a province, state or country.


"Intellectual
Property Rights" shall mean the intangible legal rights or interests evidenced by or embodied in (a)
any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including
patents, patent applications, trade secrets, and know-how; (b) any work of authorship, regardless of copyrightability,
but including copyrights and any moral rights recognized by law; (c) any trademark, trade


	
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name,
service mark or logo; and (d) any other intellectual property, proprietary or similar rights, including all goodwill pertaining
thereto, and in each case, on a worldwide basis.


"Net
Revenue" shall mean Gross Revenue less (a) refunds and returns, (b) credit card chargebacks and third party
ecommerce transaction costs incurred or experienced by Company in connection with sales (or, if applicable, rentals or subscriptions)
of Products through the Client eStore, and (c) the cost of goods sold relating to sales (or, if applicable, rentals or subscriptions)
of Products through the Client eStore.


"Premium
Content" shall mean content that may incur a minimum guarantee, advance charge, marketing commitment,
or other charge beyond the standard Company eStore Products as may be offered and updated from
time to time by Company. Examples may be, but are not limited to, popular and premium movies, music, streaming content,
best-selling books, software, or games.


"Sales Price" shall mean the price
the Products are made available for sale (or, if applicable, for rental or subscription) on the Client Website.


SECTION
2. SERVICES


2.1Client
eStore. Subject to the terms and conditions of this Agreement, Company shall use


commercially reasonable efforts to
develop, host and operate the Client eStore on a separate portion of Client Website as mutually
agreed by the parties. The Client eStore will conform to the functional specifications detailed
in EXHIBIT A hereto (the "Specifications") based upon Company's standard Company eStore (as
may be amended and modified from time to time in Company's sole discretion) and customized using (a) the Client
Materials provided by Client to Company and (b) the skin style and "look and feel" designated by Client. Company
will host the Client eStore at an URL mutually agreed upon by the parties. Client grants to Company
a nonexclusive right and license during the term of this Agreement to use all trademarks owned or used by Client in connection
with the sale, rental or distribution of the Client Products in conjunction with Company's
development, hosting and operation of the Client eStore. Client shall be responsible for securing the Client eStore domain
name or URL and shall have sole ownership and control of the Client eStore domain name or URL.


2.2Development Plan.


2.2.1
In connection with the development, establishment and set-up of the Client eStore, Company shall prepare a development
plan (the "Development Plan") designed to satisfy the Specifications, which Development Plan shall include
(a) detailed technical specifications, (b) a listing of all tasks and items to be delivered by the Company and the Client (each,
a "Deliverable"), (c) a delivery schedule containing a delivery date
for each Deliverable, and (d) the compensation and expenses payable to the Company by Client with respect
to the development and engineering services to be rendered by the Company under the Development Plan (the "Development
and Engineering Services"). All compensation and expenses payable with respect to the Development and Engineering
Services shall be paid by client in the manner and at the times set forth EXHIBIT
B hereto.


2.2.2
The Company shall deliver the Development Plan for the Client eStore to the Client not later than ten (10) business
days after full execution and delivery of this Agreement. The Client shall have two (2) business
days to review the Development Plan. If the Client reasonably determines that the Development Plan is unsatisfactory in
any material respect, the Client shall prepare a detailed written description of the objections and
deliver such objections to the Company within two (2) business days of its receipt of the Development Plan. The Company
shall then have two (2) business days to modify the Development Plan to respond to the Client's
objections. The Client shall have one (1) business day to review the modified Development Plan. If the Client deems the
modified Development Plan to be unacceptable, the foregoing procedure shall be repeated until
the Client determines that the Development Plan is reasonably acceptable in all material respects or the date which is thirty
(30) calendar days after the date on which the Client received the initial draft Development





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Plan
from the Company, at which time the Client shall have the option of terminating this Agreement upon written notice to the
Company or permitting the Company to modify the Development Plan again under the procedure
outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for the
ongoing obligations of confidentiality set forth in the applicable provision of this Agreement. Upon approval of the Development
Plan by the Client, it will be marked as EXHIBIT B and will be deemed
by both parties to have become a part of this Agreement and will be incorporated by reference. The Company shall then commence
development of the Client eStore in conformity to the requirements set forth in the Development Plan.


2.3Sales.
All sales (or if applicable, rentals or subscriptions) of Products through the Client eStore under


this
Agreement shall be made by Company to the applicable Client eStore user. The Company will determine the
price at which Products will be sold through the Client eStore and the manner in which the Product will be offered
(i.e. whether by sale, rental, or subscription). However, all sales of Client Products sold through the Client eStore shall
be made by the Client directly to Client eStore user. Client shall be solely responsible for setting
the Sales Price of Client Products sold directly to users through the Client eStore. Although Company will not be selling
any Client Products to the user, it will provide all functions needed to collect on behalf of Client all Gross Revenue and applicable
fees and taxes (where applicable) on sales of Client Products on the Client eStore to Client eStore users.


2.4Promotional
Efforts. In addition to the other terms and conditions of this Agreement, Client agrees


to promote the Client eStore in the manner set forth
in EXHIBIT C to this Agreement.


2.5Cooperation
with Company. Client shall provide Company access to and permission to use all


information, materials, internal resources, facilities
and personnel as necessary to complete the Services.


2.6Client
Website Content and Access. The Client Website and any advertisements or promotions


thereon
(excluding the Client eStore) shall not contain any content or materials that reasonably could be considered
by Company to be: (a) obscene, profane, or sexually explicit; (b) related to gambling (other than legal
lotteries, legal sweepstakes, or legal contests); (c) defamatory, libelous or slanderous; (d) obscene, threatening,
harassing, hateful or racially, ethnically, religiously or otherwise offensive; (e) denigrating to particular group based
on gender, race, creed, religion, sexual preference or handicap; (t) infringing on any copyrights,
patents, intellectual property, or any laws relating to same; (g) permitting, either explicitly or implicitly, or by act or omission,
the use of or access to Company's platform or system by more than one registered user or consumer per account, sign-in, or registration,
in violation of any grant, license or rights; or (h) unlawful or encouraging of conduct
that would be a criminal or civil offense (collectively, "Prohibited Content").
Company shall have the right to refuse to post on and/or remove from the Client eStore any Client Materials
containing any Prohibited Content or any content which Company reasonably determines conflict with, interfere with or are
detrimental to Company's or its licensors' interests, reputation or business or which may
subject Company or its licensors to unfavorable regulatory action, violate any law, infringe the rights of any person or
subject Company or its licensors to liability for any reason.


SECTION
3. GRANT OF LICENSES


3.1Client
Materials License. Client hereby grants to Company a nontransferable, nonexclusive,


worldwide,
royalty-free right and license during the term of this Agreement to use, reproduce, modify, distribute,
perform and display the Client Materials solely for the purpose of providing the Services. The Client Materials shall remain
the exclusive property of Client. Client shall provide the Client Materials at such times and in such format as reasonably requested
by Company.


3.2Company
License. Company hereby grants to Client a nontransferable, nonexclusive right and


license during
the term of this Agreement (and subject to the terms and conditions of this Agreement) to use and promote the Client eStore
through the Client Website.


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3.3Terms
and Conditions. All Client eStore users will be required to accept the standard Company


eStore terms of use and privacy policy prior to registering
and using the Client eStore.


3.4Reserved
Rights. All rights not specifically granted to Client hereunder are reserved by Company.


Company reserves the right
to directly promote, develop, host and operate the Company eStore and to offer similar products
and services to other parties, including, without limitation, other eStore partners that may be competitive
with Client; provided that, such similar products and services will not incorporate any Client Materials.


3.5Subcontractors.
Client understands and agrees that Company may, in its sole discretion, subcontract


its obligations under this Agreement to third parties.


3.6Prohibitions.
Except in accordance with this Agreement, under no circumstances may Client,


without
the advance written consent of Company, (a) decompile, reverse compile, disassemble or reverse engineer all or any portion
of the Company eStore, Client eStore, or the Products; (b) undertake any activity intended to bypass, modify, defeat or circumvent
the operation of the Company eStore or any mechanisms operatively linked to it; (c) grant
any other person or entity the right or access to do either of (a) or (b); (d) digitally
reproduce, modify, edit, adapt, publish, translate, publicly display, distribute, transmit, sell, sublicense,
create derivative works or compilations incorporating, assign, transfer, display, distribute, rent, lease
or unbundle any digital Products or digital content; (e) permit, either explicitly or implicitly, or by act or omission,
the use of or access to Company's platform or system by more than one registered user or consumer per
account, sign-in, or registration, in violation of any grant, license or rights; (f) use any interface, other than Client
eStore (via the Company eStore pursuant to this Agreement), to offer, sell, or rent via the Client Website
any products or services that are the same or similar to the Products offered through the Company eStore;
(g) distribute, display, forward, permit, or permit others to facilitate, any unlicensed digital content, "torrenting,"
or illegal P2P file sharing of any kind; or (h) display the Products and Client eStore via other websites, any other delivery
methods or in any other medium.


SECTION 4. FEES AND PAYMENT


4.1Fees
Relating to Sales. Company will pay to Client ten percent (20%) of Net Revenue generated


from
sales (or if applicable, rental or subscription) of Products (other than Client Products) via the Client eStore.
Company will pay Client seventy percent (80%) of Net Revenue generated from the sales on behalf of the Client (or, if applicable,
rental or subscription) from sales of Client Products, if any, through the Client eStore.


4.2Monthly
Fees. Company will pay to Client a monthly fee for additional services agreed in advance


in writing as billed per month, payable on the first
day of each month in advance.


4.3Development Fees. Deleted.


4.3Payment.
Payments to Client of fees relating to sales ("Sales Fee Payments") will be made within


sixty
(10) days after the end of each calendar month in which the revenue relating to such sales is collected by the
Company. All payments will be made in US dollars and will not be subject to any tax withholdings or other withholdings not
required by law.


4.4Reporting
and Audit. Company will provide with each Sales Fee Payment a report setting forth the


Gross
Revenue and Net Revenue from the Client eStore for the applicable payment period. All such reports shall be reasonably detailed,
setting out the computation or calculation used to determine the aggregate fee payable
under Section 4.1 above. Client is entitled, on thirty (30) days prior written notice to Company and not more than once per any
twelve (12) month period, to attend (or appoint an independent accountant to attend)
Company's premises and inspect such of Company's records as may be reasonably necessary to verify the information contained
in any report delivered by Company to Client under this Agreement. Company must


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permit
any such inspection at any time during the term of this Agreement and for six (6) months thereafter. If an inspection under this
section correctly reveals that the total amount payable to Client is a sum greater than the amount specified in the relevant reports,
then Company will pay to Client the difference within ten (10) days of demand in writing by Client, which demand will be
accompanied by a copy of the inspection report. If the amount payable to Client under this
section exceeds the amount specified in any report or reports by 10% or more, then
Company will also pay the reasonable and necessary out-of-pocket costs and expenses actually incurred by Client for that
inspection.


4.5Method
of Payment. Prior to receiving any payments under this Section 4, Client will
provide


payment and
tax information including, if necessary, a valid tax I.D. number. Company may withhold any payments
due and payable to Client in escrow until all necessary tax information is received from Client. Company will (i) issue and deliver
to Client a check for the fees earned, (ii) directly deposit the fees earned into Client's
bank account or (iii) send Client a wire transfer. If Client selects payment by check or direct deposit,
Company may accrue and withhold fees payable hereunder until the total amount due is at least $100.00, and payments by wire transfer
may be withheld until the total amount due is at least $500.00. Accrued but unpaid license fees will be held by Company
as provided herein without interest.


4.6State
Tax Obligations. Client will be solely responsible and liable for the reporting
and remitting of


any
state tax due with respect to the sale of Client Products via the Client eStore. Nothing in this Agreement shall
be construed to create any type of agency relationship between Client and Company. Client will responsible
for notifying Company on a monthly basis those states and other tax jurisdictions in which Client has
an obligation to collect and remit sales, use and/or other similar transaction taxes on sales of Client Products
through the Client eStore. Failure to supply such information on an accurate and timely basis will result in a full indemnification
of Company by Client as outlined in Section 4.5 below.


4.7Tax
Indemnification. Client will solely be liable for, and will indemnify and hold
Company


harmless
against all sales, use and/or similar transaction tax liability (including interest, penalties, and costs and expenses including
attorney fees) ("Sales Tax"), if any assessed upon Client's sale of Client Products on the
Client eStore. If any taxing authority assesses or claims any Sales Tax on or against Company: (a) Company will control
the defense against such assessment or claim (without limiting Client's obligation to indemnify
and hold Company harmless pursuant to this Section); and (b) to the extent Company seeks indemnity
by Client under this Section, Company will not settle, or consent to any judgment with respect to, such
assessment or claim without Client's prior written consent, which consent will not be unreasonably withheld.


4.8Tax
Audits. Both parties agree to use commercially reasonable efforts to cooperate
and provide


assistance
to each other with respect to any potential state and local sale and use tax audit in connection with the
activities under this Agreement. Furthermore, the parties agree that only information readily available using the parties
existing information systems will be provided under this Section and neither party will be responsible for modifying or creating
new systems to obtain any required or requested sales and/or use tax information relating
to any state or local sales and/or use tax audit. Each party agrees that any costs incurred in connection with such cooperation
and assistance will be borne solely by the party incurring such costs.


4.9Tax
Software and Services. Company uses certain software for the calculation of
state sales taxes.


Client is
required, and Client does hereby agree and consent, to pay in addition to any other fees or costs, the entire
licensing cost for use of any sales tax software calculator, or monthly charges for use of same. Charges for
same will be disclosed to Client on any invoice as may be generated and forwarded by the Company to Client in the general
course of business conduct. Also, if requested by Company, Client will promptly execute any
and all documents or licenses as may be requested by Company's approved sales tax calculation provider. Company
reserves the right to employ, retain, or use any provider of tax calculation services as it deems fit in its
sole discretion, and Client agrees that it shall not be a modification of this Agreement that Company employs or uses a different
sales tax provider than as current. All monthly charges shall by agreement be borne by Company.


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4.10
Content Availability; Premium Content; Charges and Fees for Same. Certain content may not be available
in certain territories or countries. Some content may require special or particular approvals or licenses
prior to being made available. Company will make reasonable efforts to ensure the utmost in content availability based on
its existing relationships and contractual partners. Company makes no warranties or representations
that any and all content is available in all countries or territories of the world. If Client shall request Premium Content, as
defined herein, certain charges may be incurred by Company pursuant to that request. If Client desires any specific Premium Content,
Client shall contact its account or project manager, and shall initiate a ticket or
Statement of Work (SOW) or Change Order, such as the case might be, memorializing in writing, with a requisite and agreed-upon
level of specificity, the Premium Content requested by Client. Company will make reasonable
efforts to obtain any such requested Premium Content, but makes no warranties or assertions
that any or all Premium Content as may be requested can be obtained by Company. However,
where Company is able to obtain Premium Content at the request of Client after Client's written consent
(via additional Schedules or Addenda) to do so, Client shall pay any and all charges and fees from third parties for such
Premium Content, including any professional fees that Company incurs in the acquisition of
said content, or in the modification or alteration of Client's eStore, which professional fees shall be disclosed and agreed
to in writing between Client and Company's account or project manager. Company will provide
to Client an estimate of proposed charges and fees for any Premium Content acquisition prior to entering
into any agreement with third parties. Client hereby expressly assents to these charges and fees, pursuant to Client's request,
and the obligation to pay for them. Premium content charges equal the actual billed rate plus any applied taxes and services.
Company will forward to Client copies of actual invoices for charges for acquisition of Premium Content once received from content
providers. Charges and fees for same shall become due and payable upon receipt by Client of
notice of charges and fees. If monthly fees or subscription rates are charged by a content
provider, such shall be added to Client's monthly minimum transactional revenues as due to Company per this Agreement.


SECTION 5. TERM & TERMINATION


5.1Term.
This Agreement will take effect starting on the Effective Date and will continue thereafter for


an initial term of thirty
six (36) months from the Effective Date. The Agreement will then automatically renew for additional
terms of twelve (12) months, unless either party notifies the other party in writing of its intent not to renew not less
than sixty (60), nor more than ninety (90) days prior to the end of the initial term or any renewal term.


5.2Termination
with Cause. Either party may terminate this Agreement (a) if the other party has


materially breached a term,
obligation or condition of this Agreement and has failed to cure the breach within thirty (30) days of written notice specifying
the material breach by the other party, provided, however, that, if such a material breach of this Agreement occurs that by its nature cannot be cured with such thirty (30) day cure
period, but the breaching party submits a commercially reasonable written plan to the non-breaching party within such thirty
(30) day cure period to cure the breach after the thirty (30) day cure period (but in any event not
more than ninety (90) days after receipt of the notice of breach) and the plan (including the timing of the cure set forth in the
plan) is reasonably acceptable to the non-breaching party, the cure period for the breach shall
be extended to the date set forth in the plan; or (b) effective immediately upon written notice if: (i) all or a substantial
portion of the assets of the other party are transferred to an assignee for the benefit of creditors to a receiver
or to a trustee in bankruptcy; (ii) a proceeding is commenced by or against the other party for relief under the bankruptcy
or similar laws, and such proceeding is not dismissed within sixty (60) days; or (iii) the other party is adjudged bankrupt or
admits in writing its inability to pay its debts as they become due.


5.3Consequences upon Termination. Upon
termination or expiration of this Agreement for any reason,


(a) the parties shall cease all advertising
and marketing of the Client eStore; (b) Company shall cease operation

of the Client eStore; (c) Client shall immediately cease use of Company's Intellectual Property
Rights, (d)

Client shall immediately return to Company, all property, equipment and materials provided
to Client by



     

     

    

Company,
and (e) Company shall immediately return to Client Materials provided to Company (although Company shall be permitted to
keep one copy of such Client Materials solely for record-keeping purposes).


SECTION 6. WARRANTIES; LIMITATION
OF LIABILITY


6.1System
Uptime. Company will use commercially reasonable efforts to make the Client eStore


generally
accessible to users via the Internet twenty-four hours a day, seven days a week less: (a) scheduled network, hardware or service
maintenance, (b) a failure of the Internet and/or the public switched telephone network, or (c) the occurrence of any event that
is beyond Company's reasonable control (collectively, the "Excusable
Downtime"). Company will use all commercially reasonable efforts to make the Client eStore available
at least 95% of the time during each month, excluding Excusable Downtime ("Uptime Commitment").
Company shall maintain commercially reasonable and industry standard safeguards for data integrity
of transmissions as received by or otherwise transmitted to Company from users or to or from the Client
eStore; provided, however, that Company shall not be responsible or have liability for data integrity beyond
the original condition as received by or otherwise transmitted to Company. Company shall take commercially
reasonable actions to protect against threats that deny service and thus reduce availability of the Client
eStore or control by providing mechanisms to protect the transmission facilities, switching components, network
management systems and other essential service provider facilities from unauthorized denial-ofservice attacks, insider attacks,
unauthorized or unexpected user actions, unauthorized intrusions, and other perceived threats.
One or more separate Service Level Agreements (SLAs) shall be forwarded to Client from Company that deal in substantial
conformity with the issues contained in this Section, depending on which Company services Client utilizes in its chosen Company
package.


6.2Company
Warranties. Company represents and warrants that: (a) it has the full corporate right,


power
and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) its activities
under this Agreement will not violate any applicable United States federal, state or local law or regulation; (c) it shall
provide the Services in a commercially reasonable manner, consistent with industry standards,
including security standards; and (d) to the best of Company's knowledge, the Services and Company
eStore provided hereunder do not infringe any United States Intellectual Property Rights of any third party.


6.3Client
Representations and Warranties. Client hereby represents and warrants to Company that:


(a) Client
is authorized to enter into this Agreement; and (b) Client (i) has the full power and authority to enter into this Agreement, (ii)
Client has all necessary title, rights, and interest in and to the Client Website and the Client
Materials to license the same to Company in accordance with the terms and conditions of this Agreement;
(iii) the Client Website, the Client Materials and Company's use thereof shall not violate any applicable
law or infringe upon or violate the rights of any person; and (iv) the Client Website and the Client Materials do not contain
any Prohibited Content or any computer virus or other contaminating or destructive feature of any kind. In the event Company becomes
aware of a breach or potential breach of the representations and warranties specified herein,
in addition to any other rights and remedies available to Company, Company may immediately
discontinue its use of the Client Materials or the operation of the Client eStore without any liability to Company. In addition,
Client will comply with all applicable federal, state and local laws and regulations in its
operation of the Client Website and in the performance of its obligations hereunder.


6.4Disclaimer. WITH
THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN


SECTIONS
6.1 AND 6.2, THE SERVICES AND THE CLIENT ESTORE ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY, GUARANTEE, OR ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE OR
THE RESULTS OF THE USE OF THE CLIENT ESTORE OR ANY CONTENT PROVIDED





	
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THEREON.
COMPANY MAKES NO WARRANTY REGARDING THE LEVEL OF EXPOSURE OF OR REVENUE THAT MAY BE GENERATED THROUGH THE CLIENT ESTORE.


6.5Limitation
of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO


CLIENT
OR ANY CLIENT STORE USERS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, THE CLIENT STORE, THE CONTENT
OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, A USER'S USE OR INABILITY TO ACCESS
AND USE THE CLIENT STORE OR ANY CONTENT, ANY CHANGES TO OR INACCESSIBILITY OF THE CLIENT
STORE OR ANY CONTENT, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR
DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS
OF CONTRACT, TORT OR OTHERWISE AND EVEN IF COMPANY WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY'S
TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES GENERATED IN ACCORDANCE
WITH SECTIONS 4.1 AND 4.2 ABOVE DURING THE PREVIOUS TWELVE (12) MONTHS.


6.6Indemnification
by Company. Company shall indemnify, defend and hold Client, and its officers,


members,
directors, employees, agents and affiliates (each, a "Client Indemnified Party") harmless from and against
any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys' fees resulting
from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against
any Client Indemnified Party relating to (a) a breach or alleged breach by Company of any of its representations
or warranties hereunder, or (b) infringement or misappropriation of any United States Intellectual Property Rights by Company.


6.7Indemnification
by Client. Client shall indemnify, defend and hold Company, and its officers,


shareholders, members, directors,
employees, agents and affiliates (each, a "Company Indemnified Party") harmless
from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys' fees
resulting from or arising out of any claim, suit, action, arbitration or proceeding brought
by a third party against any Company Indemnified Party relating to: (a) a breach or alleged breach by Client
of any of its representations, warranties, covenants or obligations hereunder, (b) infringement or misappropriation of any
Intellectual Property Rights by Client, or (c) any Prohibited Content contained in the Client Website or any Client Materials.


SECTION
7. RELATIONSHIP OF THE PARTIES


7.1Relationship
of the Parties. The relationship of Company and Client established by this Agreement


shall
be solely that of independent contractors, and nothing herein (including the use of the term "partner" in this
Agreement or any other between Client and Company) shall create or imply any common law, legal, or contractual
partnership, joint venture or other relationship. Nothing in this Agreement shall be construed to give
either party the power to direct or control the daily activities of the other party. Nothing in this Agreement shall grant
either party or any of its representatives the power or authority to make or give any agreement,
statement, representation, warranty or other commitment on behalf of the other party, or to enter into any contract or otherwise
incur any liability or obligation, express or implied, on behalf of the other party, or to transfer, release, or waive any right,
title, or interest of the other party.


7.2Changes
to the Client eStore. Company reserves the right at any time without liability or prior


notice
to add, change or terminate any of the design, specifications, features, Products, or functions of or provided on the Client
eStore (with the exception of Client Materials except as otherwise provided pursuant to this
Agreement). Client recognizes and accepts that certain changes or customization requests to the Client eStore
may result in reasonable extension of deadlines to complete work on the Client eStore, or any component
or module thereof, and if substantial (in the sole discretion of Company) may incur additional



     

     

    

charges
for professional services. Company agrees that such additional work and charges, if any, shall be disclosed
to Client prior to work on same being commenced. If so, a Professional Services Agreement (PSA), describing
and limiting these costs and charges, shall be presented by Company to Client.


7.3Expenditures.
Client acknowledges and agrees that any expenses it incurs in furtherance of this


Agreement are voluntary in
nature and are made with the knowledge that this Agreement may expire or be terminated as provided herein. Client shall make no
claim against Company, and Company shall not be liable with respect to the recoupment of
any expenditures or investment made by Client.


SECTION 8. INTELLECTUAL PROPERTY RIGHTS


8.1Intellectual
Property Rights. As between the parties, Company shall have and retain sole ownership


of
all its Intellectual Property Rights in the Company eStore (except the Client Materials) and any current and future
enhancements, revisions, new releases, updates, improvements, and documentation, including any derivative
works and goodwill thereof or therein, and no right, title or interest in any of the foregoing is granted
to Client except as expressly provided herein. Client shall promptly notify Company of any determination,
discovery or notification that any person or entity is or may be infringing the Intellectual Property
Rights of Company or its licensors.


8.2Confidential
Information. During the course of performance of this Agreement, each party may


disclose
certain Confidential Information to the other party. The receiving party shall maintain the secrecy of all such Confidential
Information and shall not use, disclose or otherwise exploit any Confidential Information for
any purpose not specifically authorized by the disclosing party in this Agreement. All files, lists, records, documents,
drawings, specifications, equipment and computer programs that incorporate or refer to any Confidential
Information shall be returned, deleted or destroyed by the receiving party promptly upon termination
or expiration of this Agreement.


8.3Exclusivity.
The parties agree that Client may acquire Confidential Information about the Company,


including,
without limitation, information regarding the Company's finances, prices, expenses, business negotiations,
business techniques, business models, service providers, and subcontractors, partners and affiliates,
as they may now exist or as they may be developed in the future. In recognition of the foregoing, Client
and its subsidiaries and affiliates shall not during the term of this Agreement or for one (1) year after the termination
or expiration of this Agreement, engage any other party to provide services similar to Services provided
by the Company in developing, hosting and operating the Client eStore, or develop, host or operate a website similar to
the Company eStore or any part thereof, on its own behalf or on behalf of any other party, without
the prior written consent of the Company.


8.3Remedies.
Client agrees that a breach of Sections 8.1, 8.2 or 8.3 will cause irreparable injury and


damage.
The parties expressly agree that any party damaged by a breach of these sections 8.1, 8.2 or 8.3 shall be
entitled to injunctive and other equitable relief to prevent such a breach, in addition to any other remedy to which Company
might be entitled. The parties waive the posting of any bond or surety prior to the issuance of an injunction hereunder. All remedies
for such a breach shall be cumulative.


SECTION 9. GENERAL PROVISIONS


9.1Entire
Agreement; Amendment. This Agreement, including any exhibits and schedules hereto,


constitutes
the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, both
oral and written, with respect to the subject matter hereof. No amendment or modification of this
Agreement or any provision or attachment of this Agreement shall be effective unless in writing and signed
by both parties.


CloudWebStore,
LLC


Master Service
Agreement (103.2013)



     

     

    

9.2Severability.
If any term or provision of this Agreement shall be held to be invalid, illegal or


unenforceable,
the remaining terms and provisions of this Agreement shall remain in full force and effect, and such invalid, illegal or
unenforceable term or provision shall be deemed not to be part of this Agreement.


9.3Governing
Law; Venue. This Agreement shall be governed by and construed, interpreted, and


enforced
in accordance with the laws of the State of Missouri, U.S.A., without reference to its conflicts or choice of law principles.
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions
Act shall not apply to this Agreement.


9.3.1
Non-United States Citizens or Residents. If Client is not a citizen or resident of the United States,
all disputes, actions, claims or proceedings between the parties relating to the validity, construction or performance of,
or otherwise concerning the this Agreement (except for claims by Company for injunctive or
other equitable relief) shall be settled by arbitration in accordance with UNCITRAL
Arbitration Rules as at present in force. The appointing authority shall be the International
Chamber of Commerce ("/CC') acting in accordance with the rules adopted by the
ICC for this purpose, and the place of arbitration shall be St. Louis, Missouri, U.S.A. There shall be only one
arbitrator. The award shall be in law and not in equity and shall be final and binding on both parties.
In such an event, the parties hereto irrevocably agree to submit all matters and disputes arising
in connection with this Agreement to arbitration in the St. Louis, Missouri, U.S.A. metropolitan
area. The language of arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable
and may be used as a basis for judgment thereon in any country or region.


9.3.2
United States Citizens or Residents; Injunctive Relief. If Client is a citizen or resident of the
United States (or if Company seeks injunctive or other equitable relief), all disputes, actions, claims
or proceedings between the parties relating to the validity, construction or performance of, or otherwise concerning this
Agreement shall be brought exclusively in the federal or state courts located in or serving
the City of St. Louis, Missouri, U.S.A. The parties irrevocably submit and consent to the exercise
of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or
state courts located in or serving City of St. Louis, Missouri, U.S.A. The parties hereby irrevocably
waive any and all objections which any party may now or hereafter have to the exercise of personal
and subject matter jurisdiction by the federal or state courts located in or serving City of St. Louis,
Missouri, U.S.A and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court
located in or serving City of St. Louis, Missouri, U.S.A.


9.3.3
Savings Clause. In the event the foregoing arbitration provision does not apply, is found inapplicable
or otherwise not given full force and effect, the parties agree that the sole and exclusive jurisdiction
and venue for any and all unresolved disputes related to this Agreement shall be in any trial or appellate court located
in or serving City of St. Louis, Missouri, U.S.A.


9.4Costs
of Litigation and Arbitration. If any action is brought by either party to this Agreement


against the other
party for the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted,
reasonable attorneys' fees and costs and expenses of investigation, litigation and arbitration including, without limitation, costs
of collection of Fees due under this Agreement.


9.5Notices. Notices may
be delivered by electronic means (with satisfactory evidence of transmission) to


the
email addresses set forth below the parties' signatures hereto, and notices so delivered shall be effective upon actual
receipt of the electronic transmission.


9.6Survival.
In addition to any other provisions of this Agreement that expressly provide that they


survive
the termination or expiration of this Agreement, the provisions of Sections 1, 3.4, 3.6, 4, 5.3, 6, 8 and 9 shall survive
the termination or expiration of this Agreement.





	
        CloudWebStore, LLC

        Master Service Agreement (10.3.2013)
	






     

     

    

9.7Waiver.
Except as specifically provided in a written waiver signed by a duly authorized


representative
of the party seeking enforcement, the failure to enforce or the waiver of any term of this Agreement
shall not constitute the waiver of such term at any time or in any circumstances and shall not give rise to any restriction
on or condition to the prompt, full and strict enforcement of the terms of this Agreement.


9.8Assignment
and Benefit. Neither party may assign this Agreement without the prior written consent


of
the other party; provided, however, Company may assign this Agreement without the consent of Client (i) in connection
with a merger, consolidation, sale or other disposition of the business operations relating to the Services
(ii) to any affiliate or subsidiary of Company. Client may not delegate its duties hereunder without the prior written consent
of Company. Any attempt by Client to assign any of its rights or delegate any of its duties
shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of Client and Company
and their successors and permitted assigns, subject to the other provisions of this Section. The parties
agree that all subsidiaries and affiliates of Company are the intended third-party beneficiaries of the rights and entitlements
of Company under this Agreement and may enforce the provisions of this Agreement on behalf of themselves or Company, and
all obligations of Client under this Agreement (including without limitation under Sections 8.1 and 8.2 hereof) are also made in
favor of Company's subsidiaries and affiliates.


9.9Force
Majeure. Each party to this Agreement shall be excused from any delay or failure in its


performance
hereunder caused by any disruption or slow speed of the Internet, break-downs of security or introduction
of computer viruses (and the like) by third parties, any labor dispute, government requirement, acts of God, earthquakes, changes
in law, regulation or government policy, riots, war, fire, epidemics, swarms of locusts, floods, hail, invasion by Huns,
hurricanes, jungle rot, the "croup", sausage fingers, hammer toe, acts or omissions
of vendors or suppliers, equipment failures, transportation difficulties, or any other cause beyond its
reasonable control. Such party shall use its best efforts to cure any such failure or delay in performance arising from
a force majeure condition, and shall timely advise the other party of such efforts. If such delay continues
for more than ten (10) days, the party injured by the inability of the other to perform may, upon ten (10) days prior written
notice, terminate this Agreement.


9.10Third
Parties. Nothing in this Agreement, express or implied, shall create or confer upon any person


or
entity not a named party to this Agreement any legal or equitable rights, remedies, obligations, liabilities or claims with
respect to this Agreement, except as expressly provided herein.


9.11Headings;
Controlling Language. The captions and headings of this Agreement are included for


ease
of reference only and will be disregarded in interpreting and construing this Agreement. The controlling language of this
Agreement is English. Any translations of this Agreement that may have been provided by Company have been provided for convenience
only and shall have no binding effect.


9.12Execution;
Counterparts. This Agreement may be executed in counterparts, each of which will be


deemed an
original, but all of which together will constitute the same agreement. The parties agree that this Agreement
may be executed by each party signing one original and providing a facsimile (fax) or scanned copy of the signature page
to the other party, provided that each party agrees to make its document with the original
signature available to the other party upon request, and further provided that the parties agree that the fax signature shall be
treated as if it were an original signature, and neither party shall contest the validity of this Agreement based on the
use of fax or scanned signatures.



     

     

    

 


IN
WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the day and year first written above.


 


	CLIENT:	COMPANY
	VALUESETTERS, INC.	CLOUDWEBSTORE,
	BY: /s/ Manuel Teixeira	BY: /s/ Timothy Monroe Roberts
	PRINTED NAME: Manuel Teixeira	PRINTED NAME: Timothy Munroe Roberts
	TITLE: CEO	TITLE: Managing Director







 


 


 


 


 


CloudWebStore, LLC


Master Service
Agreement (10.3.2013)



     

     

    

EXHIBIT A

CLIENT PROMOTIONAL COMMITMENTS


Client
will need to define Marketing and Merchandising plans to drive traffic and transaction volumes to the site. The
Company does offer Marketing and Merchandising services on a package or professional services hourly rate. A consultative
session with the Client will need to be scheduled to determine what additional services the Company could
provide to the Client.


Advertising:The Company
can provide recommendations for advertising placements as part of a Marketing


and Merchandising plan.


Newsletter
Promotions: As part of the Marketing and Merchandising plans, the Company can provide recommendations and assist
in developing online newsletter promotions to drive traffic and sales to the site.


	
        CloudWebStore, LLC

        Master Service Agreement (10.3.2013)