MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of (the “Effective Date”) by and between Inksee, LLC dba White Label MFG, a California limited liability company (“Company”), and (“Customer”).

R E C I T A L S

WHEREAS, Customer and Company have agreed to enter into this Agreement pursuant to which Company shall manufacture for, and supply to (as applicable pursuant to any Accepted Purchase Order (as defined below)), Customer for the Term (as defined below) certain Product (as defined below) and Customer shall accept and pay for those certain Products;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and each Customer agree as follows:

A G R E E M E N T

1. Definitions.

(a)    “Customer-Supplied Materials” means the materials, designs, specifications, artwork, text, logos, and similar  

         materials supplied by Customer to Company under this Agreement and/or related to an Accepted Purchase Order.

(b)     “Purchase Order” means a written or electronic order form submitted by Customer in accordance with the terms of 

          this Agreement to Company authorizing the manufacture of the Product. Accepted Purchase Orders (as defined) 

          shall be made part of this Agreement.

(c)     “Price” means the price of the Products and Services set forth in the applicable Price Exhibit. 

(d)     “Product” means, on a product-by-product basis, the product(s) identified in the applicable Accepted Purchase 

          Order.

(e)     “Terms” means the terms of payment set forth in the applicable Terms Exhibit.

(f)     “Price Exhibit” means that Exhibit A Price Exhibit attached hereto and incorporated herein that sets forth Product   

          and 

          Services pricing and other relevant terms. 

(g)     “Terms Exhibit” means that Exhibit B Terms Exhibit attached hereto and incorporated herein that sets forth terms  

          and other relevant terms. 

(h)     “SLA Exhibit” means that Exhibit C Service Level Agreement attached hereto and incorporated herein, provided, 

          however, the terms of this Agreement shall control in the event of any inconsistency between this Agreement and   

          the Exhibit C SLA.

2. Scope; Services; Purchase Orders.

(a)     Scope of Agreement. This Agreement, its exhibits, and the Accepted Purchase Orders constitute the entire 

         agreement for the purchase, sale and provision of the Products between Company and Customer, and supersede all 

         previous communications, representations and agreements, whether oral or written, between the parties. This 

         Agreement (including any and all exhibits and Accepted Purchase Orders) sets forth the terms and conditions 

         which apply to the Products, notwithstanding any other forms transmitted by Customer to Company.

(b)     Purchase Orders. Customer shall send Purchase Orders to Company via a mutually agreeable method, which may 

         change from time to time.

(c)     Acceptance of Purchase Orders. Upon receipt of a Purchase Order, Company has two (2) business days to reject 

          such Purchase Order, and if such Purchase Order is not rejected during this period, it shall thereafter be deemed     

         accepted (the “Accepted Purchase Order”); provided, however, if Customer is above its credit limit, then all 

         Purchase Orders shall not be deemed accepted until Company accepts any such Purchase Order, which it may 

         accept or reject in its sole discretion. Only Accepted Purchase Orders shall be binding. In the event Company 

         cannot produce the Products set forth in an Accepted Purchase Order (e.g., overcapacity, shortage of materials, 

         etc.), the parties shall work in good faith to modify the Accepted Purchase Order.

3. Production and Purchase Terms.

(a)     During the Term, Manufacturer agrees to manufacture the Products according to the terms and conditions as set forth in this 

          Agreement; provided, Company has no obligation to produce products set forth in an Accepted Purchase Order. 

(b)     During the Term, Customer agrees to purchase and accept the Products, for the Price, according to the terms and conditions      

          as set forth in this Agreement.

(c)     In the event of a conflict between the terms of any Accepted Purchase Order and the terms of this Agreement, the terms of 

          this Agreement shall prevail, except to the extent that the applicable Accepted Purchase Order expressly and specifically 

          states an intent to supersede this Agreement on a specific matter. Any amendment to the terms of this Agreement contained 

          in an Accepted Purchase Order shall be effective solely with respect to the terms of this Agreement as incorporated in such 

          Accepted Purchase Order, and not to the terms of this Agreement or the terms of any other Purchase Order. Any amendment 

          to the terms of this Agreement, including without limitation the Price Exhibit and Terms Exhibit, shall be effective for all 

          Accepted Purchase Orders, unless such amendment specifies otherwise.

(d)      Price Exhibit. The Price Exhibit shall be applicable throughout the Term; provided, however, Company may modify the 

          Price Exhibit, upon notice to Customer, in the event market conditions result in an increase in price/cost of materials, labor, 

          freight, or similar matters.

(e)      Terms Exhibit. The Terms Exhibit shall be applicable throughout the Term; provided, however, Company may modify the 

          Terms Exhibit, upon notice to Customer, in the event there is a change to Customer’s creditworthiness, financial market 

          forces, order volume, or similar matters.

(f)      Invoice and Payment Terms. 

(i)       Customer shall pay each invoice for the Products in United States Dollars COD, unless otherwise agreed upon in 

                                 the Terms Exhibit. In the event Customer fails to make any payments when due, late fees will be charged as 

                                 follows: a two percent (2%) late fee and interest of one and one half percent (1.5%) of the outstanding balance per 

                                 month, or the maximum allowed by law, whichever is lower. Company shall recover any and all expenses 

                                 incurred in collecting payments due, including, without limitation, any bank charges, collection agency fees, and 

                                 any legal expenses, including court costs and attorneys’ fees. Notwithstanding anything to the contrary in this 

                                 Agreement and/or Purchase Order, in the event of any late payment by Customer that is not cured within ten (10) 

                                 days from the date of notice thereof, Company may (a) suspend production of any Products, and (b) elect that any 

                                 and all Product Orders, up to the credit limit, become immediately due and payable.

4. Production and Quality Control.

(a)       Quality. Company shall exercise commercially reasonable efforts to utilize equipment, machinery, production methods and 

           manufacturing quality control procedures that meet the generally accepted industry criteria for the production of Products. 

           The parties acknowledge that it is typical for slight garment color variations in Products and such variations shall not            

           deemed an incorrect color or be included in the Damage Allowance (as defined).

(b)       Subcontractors. Company may utilize one or more subcontractors to produce the Products.

5. Shipment and Delivery.

(a)       Packaging and Shipment. Products shall be shipped in a commercially reasonable manner. Company will use its discretion 

           in choosing suitable packaging materials, unless otherwise agreed by Parties.

(b)       Under Shipment. The Damage Allowance (as defined) shall apply to under shipments. Company shall notify Customer of 

           units in Purchase Order that will not be shipped out. For the avoidance of doubt, under shipment that falls within the 

           Damage Allowance, shall not be subject to rejection and shall be considered full delivery under the Accepted Purchase 

           Order. 

(c)       Production Time. Accepted Purchase Orders shall have a production time of four (4) business days; provided, however, if 

           such timeline is not reasonably achievable due to factors such as over capacity, shortage of materials or labor, the parties 

           shall work in good faith to modify the Accepted Purchase Order.

(d)      Service Level Agreement. Company will meet the terms of the Service Level Agreement attached as Exhibit C to this 

           Agreement, subject, however to this Agreement.

(e)      Title. Unless otherwise set forth, title and risk of loss on Products shall pass to Customer upon Product’s shipment on 

           common carrier.

6. Acceptance and Rejection of Product.

(a)        Acceptance. Customer may reject any Products (but only those Products) which fail to meet the Acceptance Criteria (as 

            defined); provided, however, Customer is deemed to accept the Product and waives its right to reject such Product unless it 

            has rejected product, in writing, within the shorter of the following time period: (i) fifteen (15) days from receipt of the 

            Product to its end-consumer (the party that the Product is shipped to), (ii) ten (10) days from receipt of the Product to 

            Customer’s own or contracted warehouse; or (iii) the expiration of the consumer’s return period with Customer. 

            “Acceptance Criteria” shall mean substantial conformance to the Accepted Purchase Order, subject, however, to the terms 

            of this Agreement. 

(b)        Damage Allowance. Notwithstanding anything to the contrary herein, a one percent (1%) damage allowance on all 

            Products aggregated for each calendar month will be allowed (the “Damage Allowance”). For the avoidance of doubt, such             

            Damage Allowance is the amount of damaged product that is acceptable by Customer and which is not subject to rejection,             

            return, chargeback or similar remedy. To calculate the Damage Allowance, all Products for each calendar month shall be 

            aggregated. For Customer supplied materials, please refer to Exhibit D.

(c)        Charge Backs. Charge backs will be assessed by unit, and on problem units only (units that are subject to rejection), for 

            any such units that surpass the Damage Allowance. Charge backs shall be the actual reasonable cost of the damaged units

            to Customer. Charge backs shall not include consequential damages, lost profits, or other indirect costs. Customer shall be 

            responsible for the cost of shipment to Customer or Customer’s end-consumer of replacement Product.

(d)        Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE FOR CUSTOMER’S COSTS OF 

            PROCURING SUBSTITUTE PRODUCTS, MATERIALS OR SERVICES. EXCEPT FOR THE INDEMNITY 

            OBLIGATIONS SET FORTH HEREIN AND CUSTOMER’S PRODUCT ORDER MINIMUM AND SERVICE FEE, IN 

            NO EVENT SHALL COMPANY OR CUSTOMER BE LIABLE FOR ANY LOST PROFITS OR GOODWILL, 

            INTERRUPTION OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR 

            CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT AND THE PRODUCT 

            ADDENDUMS, REGARDLESS OF WHETHER THE CLAIM IS BASED ON BREACH OF CONTRACT, TORT 

            LIABILITY (INCLUDING NEGLIGENCE) OR OTHERWISE. Except for the indemnity obligations herein, no party 

            shall be liable to the other party for damages, losses and causes of action (whether in contract, tort (including but not 

            limited to negligence)) or otherwise in excess of the aggregate amount paid by Customer to Company for Products within 

            a six (6) month period prior to the event that gives rise to such claim. 

(e)        Warranty Disclaimer. Except as otherwise stated herein, Company hereby specifically disclaims any and all warranties, 

            express and/or implied, including, but not limited to, the implied warranties of merchantability of Products, fitness for a 

            particular purpose of Products, title and non-infringement. 

7. Term and Termination.

(a)        Term. The term of this Agreement shall commence upon the Effective Date and shall continue for a period of two (2) 

            years (the “Term”), unless terminated as provided in this Agreement. At the time of expiration of the Term, unless notice is 

            provided in writing by either party to the other party of its intent not to renew, this Agreement shall be renewed for 

            additional one-year (1-year) periods.

(b)        Termination. This Agreement may be terminated by the parties at any time by mutual written consent; provided, however, 

            Customer may only terminate this Agreement for convenience upon ninety (90) days prior written notice to Company; 

            provided, further, Customer may only terminate this Agreement for cause if Company materially breaches this Agreement 

            and it has not cured such breach within thirty (30) days after written notice is provided by Customer. 

(c)        Effect of Expiration or Termination. All sections of this Agreement, shall survive any termination or expiration of this 

            Agreement; provided, further, upon expiration or termination of this Agreement, Company is deemed not to accept any 

            additional Purchase Orders unless agreed upon in writing.

8. Insurance.

Customer agrees to maintain, at all times during this Agreement and for a period thereafter until all potential claims would be barred by the applicable statute of limitations, insurance to cover its risks under this Agreement (including without limitation Customer’s indemnity obligations herein) with coverage amounts commensurate with customary levels in the market. Such insurance shall be on an occurrence, not claims-made, basis. Customer’s insurance shall be primary to Company’s insurance. Each such policy required herein shall be primary and non-contributory as to any/all Company policies of insurance. Company agrees to maintain, at all times during the Term, insurance it deems reasonably necessary to perform the Service. 

9. Indemnity.

Customer agrees to defend, indemnify and hold harmless, Company each of its officers, directors, employees, affiliates, agents and representatives from and against all claims, actions, losses, expenses, suits, demands, damages or other liabilities including reasonable attorney’s fees related to or arising out of any alleged infringement of any patent, trademark, copyright or other intellectual property or proprietary of Customer and/or the Customer-Supplied Materials.

10. General.

(a)        Force Majeure. Neither party will be liable for any failure to perform any obligation under this Agreement, or for delay in 

            such performance, to the extent such failure to perform or delay is caused by circumstances beyond its reasonable control 

            that make such performance commercially impractical, including without limitation fire, storm, flood, earthquake, 

            explosion, accident, war, acts of a public enemy or rebellion, insurrection, sabotage, epidemic, quarantine restrictions, 

            labor disputes, labor shortages, transportation embargoes, delays in transportation, shortages of materials, fuels or power, 

            acts of God, acts of any government or any agency thereof, and judicial action; provided, however, any suspension of 

            performance by reason of this Section will be limited to the period during which the cause of suspension exists.

(b)        Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, then and in that event 

            such provision will be reformed (made less restrictive) to make this Agreement and such provision or application, valid 

            and enforceable, and the Agreement, as reformed, will remain in full force and effect. If such illegal, invalid or 

            unenforceable provision cannot be reformed, then and in that event it will be fully severable and this Agreement will be 

            construed and enforced as if such illegal, invalid or unenforceable provision had never been a part of this Agreement.

(c)        Arbitration; Governing Law. Any dispute, controversy or claim arising out of or relating to this Agreement, including the 

            formation, interpretation, breach or termination thereof and the Product Addendums, including whether the claims asserted 

            are arbitrable, will be referred to and finally determined by arbitration in accordance with the Commercial Arbitration 

            Rules of the AAA, applying California Law, and such arbitration shall take place in Orange County, California. The 

            arbitral award shall be final and binding.  The parties agree to share equally the fees and expenses of any arbitrator, and 

            any administrative charges and expenses. Nothing in this Section shall limit the rights of one party in seeking injunctive 

            relief from a court of competent jurisdiction within the State of California or in the state, or jurisdiction, where injunctive 

            relief is necessary.  In the event that any action or proceeding, including arbitration, is commenced by any party hereto for 

            the purpose of enforcing any provision of this Agreement, the parties to such action, proceeding, arbitration or appeal of 

            any award, judgment, decision or resolution may receive as part of any award, judgment, decision or other resolution of 

            such action, proceeding, arbitration or appeal their costs and reasonable attorneys’ fees as determined by the person or 

            body making such award, judgment, decision or resolution.  Should any claim hereunder be settled short of the 

            commencement of any such action or proceeding, including arbitration, the parties in such settlement shall be entitled to 

            include as part of the damages alleged to have been incurred reasonable costs of attorneys or other professionals in 

            investigating or counseling on such claim. TO THE FULLEST EXTENT PERMITTED BY LAW THE PARTIES WAIVE 

            ANY AND ALL RIGHT TO TRIAL BY JURY.

(d)        Independent Contractors. Each Party acknowledges and agrees that the other Party is an independent contractor in the 

            performance of each and every part of this Agreement and is solely responsible for all of its employees, contractors and 

            agents and its labor costs and expenses arising in connection therewith.  The Parties are not partners, joint ventures, 

            franchisor-franchisee or otherwise affiliated, and neither has any right or authority to make any statements, representations 

            or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written 

            consent of the other Party.

(e)        No Waiver. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be 

            construed as a waiver of such rights.

(f)        Assignment. This Agreement may be transferred or assigned by both Customer and Company with the prior written 

            consent of both parties. Subject to the foregoing limitation, this Agreement shall be binding on, inure to the benefit of, and 

            be enforceable by the parties and their respective heirs, successors and valid assigns.

(g)        Construction and Interpretation. Headings and captions are for convenience only and are not to be used in the 

            interpretation of this Agreement.  This Agreement is in English only, which language shall be controlling in all respects, 

            and all versions hereof in any other language shall not be binding on the Parties hereto.  All communications and notices to 

            be made or given pursuant to this Agreement shall be in the English language.  The terms and conditions as set forth in this 

            Agreement have been arrived at after mutual negotiation, and it is the intention of the parties that its terms and conditions 

            not be construed against any party merely because it was prepared by one of the parties.

(h)        Notices. All notices required or permitted under this Agreement will be in writing and will be deemed received (i) when 

            delivered personally; (ii) when sent by confirmed facsimile or electronic mail; or (iii) seven (7) days after having been sent 

            by registered or certified mail, return receipt requested, postage prepaid. All communications will be sent to the addresses 

            set forth below or to such other address as may be designated by a party by giving written notice to the other party 

            pursuant to this section.

(i)        Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which 

            together shall constitute one and the same instrument.  This Agreement may be executed by facsimile