This Membership Agreement is entered into by you (“You” or “Your”) and StateBook™, LLC, a New York limited liability company (“We” or “Us” or “StateBook”), effective as of the date payment is received and accepted by StateBook pursuant to the completed order form (the “Order Form”) executed by You and StateBook (the “Effective Date”). By clicking “Accept,” You hereby agree as follows:

1. EDO Membership Benefits

   As an EDO member (an “EDO Member”) of the website www.StateBook.com (the “StateBook Website”) we will provide the following services to You (“EDO Member Services”):

   1. Microsite Access

      StateBook will provide You with access to a microsite on the StateBook Website for your organization (“Microsite” or “Your Microsite”). StateBook will enable You to:

      1. Add editorial content, including text and pictures, to the left-hand column of Your Microsite using the StateBook back end content management system (CMS) to help You promote your EDO and your region via StateBook;
      2. Annotate the StateBookStats™ (statistical data aggregated from impartial third parties) that appear in the middle column on the Microsite with Your own commentary;
      3. Publish the content and information You have added to the frontend of Your Microsite;
      4. Use the Microsite and the StateBook Website to browse, search and compare data;
      5. Create, save and print reports using the summary tab on the compare page; and
      6. Update Your name, contact information and geographic boundaries.

   2. EDO Dashboard

      StateBook will provide You with an EDO Dashboard that enables You to:

      1. Account Management: track and manage administrators and editors for Your Microsite;
      2. StateBook Messaging: Use the StateBook hosted messaging service to respond to questions from site selectors and other site selection decision makers;
      3. Advertising Tool Kit: StateBook will provide You with an advertising tool kit that contains materials and tools to help you contact businesses and organizations that may be interested in placing advertisements on Your Microsite, the Microsite of another Member, or other StateBook microsites.
      4. Member Only Benefits: StateBook provides EDO Members with access to discounts from Dun & Bradstreet and other Members’ Only Benefits, including from time to time, other offers, discounts and opportunities.

   3. Advertising Revenue Sharing

      As an EDO Member, You share in the revenue associated with advertising on Your Microsite, and in advertising revenue associated with being a Parent Organization, all in accordance with the terms of the StateBook Advertising Revenue Share Plan. Please review that document for more complete information.

      StateBook reserves the right to add additional services, or amend or delete EDO Member Services from time to time, or suspend service for repairs, upgrades or maintenance. StateBook will endeavor to incur as little disruption to the EDO Member Services as is reasonably possible.

2. Pricing And Term

   In exchange for the EDO Member Services described above, You agree to pay StateBook all fees set forth in the Order Form. Payment is due upon execution of the Order Form. Payment may be made by check, credit card or wire transfer. You shall be responsible to pay any sales or use tax imposed by any governmental entity upon the sale, use or receipt of the EDO Member Services contemplated by this agreement. In the event You are an EDO Member, and another EDO (or other organization) subsequently joins and elects to cover Your membership costs, StateBook will refund Your unused membership fee on a pro rata basis.

   Your membership shall be for the term set forth in the Order Form. At the end of this term, You will have the opportunity to renew Your membership to continue using the Website and EDO Member Services at terms offered by StateBook. If You do not renew Your membership, Your membership will terminate and Your access to the EDO Member Services described above will terminate. You understand and agree that upon termination, any content or information You may have added to the Microsite, and any messages in Your StateBook hosted messaging account, may be permanently lost.

3. License To Use StateBook Services

   EDO Members receive a license to use the EDO Member Services. Only individuals added through Your backend Dashboard as Administrators or Editors may use StateBook sign-in credentials to access any of the Service contemplated by this Agreement. Use of these services, the StateBook Website, Your Microsite and the Content and Services available through the StateBook Website are governed by the terms of the StateBook Terms and Conditions, as modified from time to time, which are hereby incorporated by reference into this document as though fully set forth herein.

   The StateBook Privacy Policy and the StateBook Advertising Revenue Share Plan, each as may be modified from time to time, are also incorporated by reference into this document as though fully set forth herein. These materials, together with the StateBook Terms and Conditions, are collectively referred to as the StateBook Policies.

   Capitalized terms used in this document, and not defined herein shall have the meaning defined in the StateBook Policies. Unless otherwise provided for, any conflicting or inconsistent provisions between this document and the StateBook Policies shall be governed by the terms of this document.

4. Support

   Telephone support in connection with the foregoing services is available during normal business hours. Support is also available via email. After hours and weekend support, and support deemed excessive by StateBook, may also be available on a fee basis, subject to availability.

   Telephone Support: 845-383-1991

   Email Support: admin@StateBook.com

5. Third Parties, Member Equipment And The Internet

   You are responsible for providing the hardware and software necessary to connect to the StateBook Website, and for the operation, maintenance and support of that hardware and software. StateBook does not warrant the reliability of the Internet, or Your access thereto. StateBook also does not warrant that the services You have purchased herein will operate seamlessly on Your hardware and software, or without error, defect or bugs.

   Some StateBook services are provided by third parities. You agree that StateBook may change third parties service providers as We see fit.

6. Microsite Ownership

   You acknowledge and agree that Your Microsite is a third level domain name based upon a domain name registered to and controlled by StateBook, and that StateBook has sole ownership and control of this Microsite. You further acknowledge and agree that You have no right to transfer the Microsite to another registrar or hosting company, and You agree that You will not attempt to transfer the Microsite domain to another registrar or hosting company, or point the Microsite domain to any other website.

7. Member Content

   You are fully responsible for all editorial content, information or commentary that You Post to the Microsite, and You agree to comply with the Content Standards set forth in the StateBook Terms and Conditions in connection with any such material. Further, You acknowledge and agree that, in accordance with the StateBook Terms and Conditions, any content or other information You post to Your Microsite can be used by StateBook and other users, without further obligation to You.

8. Force Majeure

   Neither party hereto shall be deemed in default of the terms herein to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, civil disturbance, terrorism, acts or omissions of suppliers and other third parties, act of government, strikes, unavailability of material, facilities, telecommunications services or supplies or any other cause beyond the reasonable control of such party.

9. Entire Agreement

   This document, including the materials incorporated by reference and the relevant Order Form, constitutes the entire Agreement between You and StateBook, and supersedes all prior agreements, understandings and discussions, whether oral or written. This Agreement may only be amended, changed or modified in writing. Nothing in this Agreement, shall create any relationship between You and StateBook, or any contractual agreements of any kind, other than what is expressly set forth herein.

Thank you for becoming a StateBook EDO Member. We look forward to helping you promote economic development, job creation and prosperity in your community.