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Exhibit 10.1
DOMAIN NAME AND TRADEMARK PURCHASE AGREEMENT
     This Domain Name and Trademark Purchase Agreement (“Agreement”) is made effective as November 7, 2007 (“Effective Date”) by and between Innuity, Inc., a Utah Corporation, located at 8644 154 th Avenue NE, Redmond, Washington 98052 (“Innuity”), its subsidiary Vista.com, Inc., a Washington corporation, located at 8644 154 th Avenue NE, Redmond, Washington 98052 (“Subsidiary”) and VistaPrint Technologies Limited, a Bermuda company located at Canon’s Court, 22 Victoria Street, Hamilton HM12 Bermuda (“VistaPrint”).
RECITALS
     WHEREAS, Innuity is the legal owner of the World Wide Web domain name “vista.com” (the “Domain Name”) and Subsidiary is the legal owner of trademark rights in the trademark “VISTA” (the “Trademark”), including U.S. Trademark registration No. 2,459,636 (the “Registration”);and
     WHEREAS, Innuity and Subsidiary desire to sell the Domain Name and all rights worldwide in and to the Trademark including, but not limited to, the Registration, to VistaPrint and VistaPrint desires to purchase the Domain Name, the Registration, and all other rights of Innuity and Subsidiary worldwide in and to the Trademark, all upon the terms and conditions in this Agreement.
     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
SECTION ONE – SALE OF DOMAIN NAME AND TRADEMARK
     1.01a. Purchase and Sale of Domain Name . Innuity hereby agrees to sell, convey, transfer and assign to VistaPrint and VistaPrint hereby agrees to purchase from Innuity, upon the terms and conditions of this Agreement, and effective as of the Effective Date, all of Innuity’s right, title and interest in the Domain Name and all other rights or claims of every type and nature and wherever situated, real, personal, tangible, intangible or contingent.
     1.01b. Purchase and Sale of Trademark . Subsidiary hereby agrees to sell, convey, transfer and assign to VistaPrint and VistaPrint hereby agrees to purchase from Subsidiary, upon the terms and conditions of this Agreement, and effective as of the Effective Date, all of Subsidiary’s right, title and interest in the Trademark, including, but not limited to, all goodwill associated therewith, the Registration and all other rights or claims of every type and nature and wherever situated, real, personal, tangible, intangible or contingent.
     1.02. Purchase Price . As consideration for the sale herein, VistaPrint shall pay to Innuity the amount of One Million Two Hundred Fifty Thousand dollars and no cents ($1,250,000.00) The consideration shall be paid by wire transfer to the account of Innuity upon the completion of the transfer of ownership of the domain name to VistaPrint and the receipt by VistaPrint of the attached Assignment of Trademark executed by Subsidiary and notarized.
     1.03. Cooperation . Innuity and VistaPrint agree to cooperate as set forth in Schedule A in order to allow for a transition in the use of the Domain Name.

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     1.04 Surviving Affiliate Agreement. At the close of business on the Effective Date, Innuity will cease using the current affiliate link and modify its systems such that the Domain Name redirects to the URL that VistaPrint will specify to Innuity. Other affiliate marketing activities by Innuity may continue to be used to drive qualified traffic to other affiliate links previously provided by VistaPrint to Innuity.
     1.05 Temporary License of Domain Name to Innuity. The parties agree that VistaPrint will grant to Innuity a license to continue to use the Domain Name for a period of time after the Effective Date of this Agreement solely for the limited transitional purposes set forth in Schedule A. The parties agree that VistaPrint can, in its sole discretion and prior to the expiration of the transition period, request Innuity in writing to continue to host web sites using the Domain Name for a further period of time as shall be mutually agreed between the parties. If VistaPrint has not requested Innuity to continue to host web sites during the transition period, the parties agree that Innuity shall have no further obligation or authority to host web sites using the Domain Name and VistaPrint shall have no further obligation to allow Innuity or its customers to make any further use of the Domain Name or any sub-domains and Innuity will cease using or supporting the Domain Name and all sub-domain URLs.
SECTION TWO — OBLIGATIONS.
     2.01. Confidential Information . The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limi

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