MYTPA.COM/MyTPAOnline.com Master Agreement

This Master Agreement is by and between

COBRA Solutions, Inc
4500 South Lakeshore Dr. #420
Tempe, AZ 85282 (the "Company")

and

("You")

BY YOUR ACCEPTANCE, BELOW, OF THIS MASTER AGREEMENT (“Agreement”) AND BY USING THE COMPANY'S SERVICES YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

You AGREE YOU shall use THE Company's services only for lawful purposes.

Company and You agree to the following provisions:

1. Provision of Services. The Company agrees to provide services to You as described in the MYTPA.COM Service Agreement (“the Services”) in exchange for your payment for the Services, your execution and compliance with the terms and conditions of this Agreement, and your compliance with the Company's Acceptable Use, both incorporated by reference herein. Provision of Company's services shall commence once the Company has received both your payment for the Company's services and this Agreement duly executed by You.

2. Agreement Term. The Agreement Term is either the Initial Term or Renewal Term as defined herein. The Initial Term is defined as the time period from the date of your initial payment and execution of this Agreement through the remainder of the calendar year in which this Agreement was executed. The Renewal Term is defined as one calendar year beginning at the end of any prior Agreement term.

3. Automatic Renewal. This Agreement shall renew automatically for a Renewal Term at the end of each prior Agreement term unless it is earlier terminated in accordance with this Agreement by You or by the Company.

4. Termination without Cause. You may terminate this Agreement at any time, for any reason, by following the termination procedure located within the Control Panel prior to the beginning of any Renewal Term.

THE COMPANY SHALL NOT BE REQUIRED TO REFUND TO YOU AMOUNTS ALREADY PAID FOR THE YEAR IN WHICH YOU TERMINATE THE AGREEMENT. TERMINATION OF YOUR ACCOUNT WILL NOT CANCEL OR WAIVE ANY FEES OWED TO THE COMPANY PRIOR TO OR AT ACCOUNT TERMINATION.

YOUR DATA AND ACCOUNT SETTINGS ARE IRREVOCABLY DELETED AFTER ACCOUNT TERMINATION, INCLUDING BUT NOT LIMITED TO, SITE CONTENT AND DATABASES SECURING ALL NEEDED DATA FROM YOUR ACCOUNT PRIOR TO ACCOUNT TERMINATION SHALL BE SOLELY YOUR RESPONSIBILITY.

The Company may terminate this Agreement without cause at any time, for any reason, by providing written or electronic mail notice of termination to your MYTPA.COM email contact address no less than fifteen calendar days prior to the service termination; and refunding or not charging You for the yearly service charge for the year in which Services terminate.

5. Payment Terms; You agree to be billed yearly for all recurring and one-time charges, including late and termination charges, for any of the Company’s services ordered by You and any fees You owe to the Company.

You understand and agree that You are responsible for monitoring and maintaining your accounts within all plan-specified usage limits. In the event your usage exceeds these limits for your account, You agree the Company may charge You, at the then-published price on the Company’s web site, for such excess usage. Usage and associated charges for excess usage be determined based solely by the Company’s statistical information.

6. Taxes. The Company shall not be liable for taxes and other governmental fees and assessments to be paid which are related to purchases made from You or from the Company's server. You agree that You shall be solely responsible for all taxes, fees, and assessments of any nature associated with products or services sold through the use of or with the aid of services provided to You by the Company.

7. Liability; No Warranty; Limitation of Damages. THE COMPANY PROVIDES SERVICES AS IS AND WITH ALL RISKS. YOU EXPRESSLY AGREE THAT USE OF THE COMPANY'S SERVICES IS AT YOUR SOLE RISK.

The Company, its agents, affiliates, vendors and the like do not represent or warrant that the Company's services will be uninterrupted or error free; neither do they make any warranty as to the results that may be obtained from the use of the Company's services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Company's services. The Company expressly disclaims the warranties of merchantability and fitness for a particular purpose and any warranties not expressly contained in this Agreement. You and the Company agree that the terms of this Agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement.

The Company, its agents, affiliates and vendors shall not be liable for any indirect, incidental, special, punitive or consequential damages, including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like, that result from: the use or inability to use the Company's services; from mistakes, omissions, interruptions, deletion of files or directories, errors, defects, delays in operation, or transmission; or for any failure of performance; regardless of whether the Company has been advised of such damages or their possibility, or whether the above events are limited to acts of God, communication failure, theft, destruction, or unauthorized access to the Company's records, programs, or services, whether in contract, tort or otherwise.

The Company will exercise no control over the content of the information passing through the Company's network except those controls expressly provided herein.

8. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights. Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to You. You agree that all right, title, and interest in any Services, including their constituent parts, provided to You are the property of the Company, its agents, affiliates and vendors. The Services and their constituent parts are only for your use in connection with Company's services provided to You as outlined in this Agreement.

You expressly warrant and represent to the Company that You have the right to use any patented, copyrighted, trademarked or proprietary material which You use, post, or otherwise transfer to or by way of the Company servers. Breach of this warranty shall be a material breach of this Agreement.

9. Indemnification. You agree that You shall defend, indemnify, save, and hold the Company harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys' fees, asserted against Company, its agents, servants, officers, and employees, that may arise or result from any services provided to You or performed or agreed to be performed on your behalf or any product or service sold by You, your agents, employees, or assigns.

Without limiting the foregoing, You agree to defend, indemnify, and hold harmless the Company against liabilities arising out of: (i) any injury to person or property caused by any products sold or otherwise distributed in connection with the Company services provided to You; (ii) any material supplied by You infringing or allegedly infringing on the property or proprietary rights of a third party; (iii) copyright infringement; and (iv) any defective product which You sold or distributed by means of the Company services.

10. Miscellaneous. Governing Law; Jurisdiction; Forum. This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona without regard to its conflicts of laws or its principles. You agree, in the event any claim or suit is brought in connection with the Company's provision of Services to You, to submit to the jurisdiction of the state of Arizona, and agree to the courts of Maricopa County, Arizona as the appropriate forum.

Severability. In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any of the other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

Waiver; No Oral Modification. No waiver by the Company of any breach by You of any of the provisions of this agreement shall be deemed a waiver of any preceding or succeeding breach of this agreement. No such waiver shall be effective unless it is in writing signed by the parties hereto, and then only to the extent expressly set forth in such writing. No modification of this agreement shall be effective unless it is in writing and signed by the parties hereto, and then only to the extent set forth in such writing.

No Assignment. No benefit or duty under this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

Entire agreement; Third Party Beneficiaries. This Agreement constitutes the entire agreement for provision of Services to You and supersedes all other prior agreements and understandings, both written and oral, between the You and the Company with respect to the Services. You understand and agree that the Company and You intend to include, as the sole third party beneficiaries of this Agreement, Company’s software vendors, with all rights and remedies available as if such vendors were a party to this Agreement.

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