Premium Directory Management

TERMS & CONDITIONS WHEREAS, the Client wishes to contract with the Company for online marketing services as stated in the above fee schedule. The services (hereinafter referred to as "Services"), and WHEREAS, the Company is ready, willing and able to provide such Services as may be required by the Client.

1. PAYMENT

a)Client shall pay the Company for one-time setup fees and first month of services & advertisement budgets in full upon signing of this agreement. Notwithstanding anything herein to the contrary, the Client shall hold harmless the Company from liability for any wrongful act or omission in connection with the payment processes hereunder, including, without limitation, any act or omissions by any financial institution, Credit Card Company or any person including any data processing vendor used by the Company or Client.

b)Ongoing monthly services and advertisement budgets are due 15 days in advance of the commencement of the services and advertisement budgets commencing.

c)Any changes to a quarterly advertisement budget must be requested by Client 45 days in advance of the commencement of the following quarter.

2. CLIENT RESPONSIBILITIES

a)The Client is solely responsible for content published on any and all Client online marketing channels, including but not limited to website, online ads, blog, Facebook, Twitter, Google+, Pinterest, FourSquare, Constant Contact and/or other online channels owned by the Client. The Company cannot and will not be held responsible for any customer issue or complaint that may arise from content published on these online marketing channels.

b)The Client must make available, a reliable internal resource to serve as the online marketing coordinator to assure all services can be expedited as agreed upon. If an internal resource is not available in a given quarter the Company will make every reasonable effort to execute above stated services based on knowledge of Client business model. However, the Company cannot and will not be responsible for non-delivery of services due to lack of internal resource required to provide Client information.

3. DURATION AND TERMINATION

a)This Agreement shall become effective as of the date this Agreement is signed by both parties and shall continue for six (6) months, and shall automatically renew for subsequent six (6) month term unless either the Company or the Client notifies the other in writing no less than sixty (60) calendar days prior to the end of the then-current term that it wishes to terminate this Agreement.

b)If/When Client notification to discontinue services prior to the end date of the contract, the Company will acknowledge the receipt of cancellation of services in writing and complete any work which has already been submitted to production for remaining month in which the cancellation of services notification was received.The Client will then be responsible for a cancellation fee equal to two (2) months management fees. The Company will invoice the Client immediately for this cancellation fee and bill the Client via their regular payment method on file assumed to be credit card payment.

c)Upon termination of this Agreement, the Company will return to the Client all written information, and other materials or files supplied to the Company by the Client per request.