ezSEO Standard Terms and Conditions

These terms and conditions ("Standard Terms") shall be deemed incorporated by reference into any insertion order (the "Insertion Order") submitted by the buyer or its agency set forth in the Insertion Order (collectively, "Buyer") and shall govern the Insertion Order, superseding all terms therein except for those relating to pricing. All Insertion Orders are subject to acceptance by ezSEO, (“ezSEO”). The Standard Terms and Insertion Order shall be collectively known as the "Agreement." Buyer and its agency (if applicable) shall be jointly and severally responsible under this Agreement.

1. Engagement.Client hereby engages ezSEO to provide qualified and targeted visitors to the Client's website(s). In doing so, ezSEO will utilize one or more of the following online marketing techniques: Contextual Marketing, Pop-Up Advertising, Pop-Under Advertising, Pay-per-Click Bid Management, Search Engine Placement, Search Engine Optimization, Trusted Feed, etc. Client acknowledges that ezSEO has its own proprietary methodologies, in addition to a variety of partners whose technologies may be utilized by ezSEO during the campaign.

2. Term of Agreement. The term of this Agreement commences on the Acceptance Date set forth in the Insertion Order and terminates on the End Date set forth in the Insertion Order or such later date as the parties may agree in writing. At the end of the first term, the Client will have the option of extending the agreement by replenishing the performance fee bank.

3. Terms of Payment. ezSEO will invoice Buyer as set forth in the Insertion Order and as provided herein below. Payment as set forth in the Insertion Order shall be made to ezSEO per the term stated in the insertion order. Amounts unpaid after such date shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Buyer to make payment, Buyer will be responsible for all reasonable expenses (including attorneys' fees) incurred by ezSEO in collecting such amounts. Without limiting any other remedy available to ezSEO in law or equity, in the event that Buyer is in default of its obligations hereunder, including without limitation delinquent in payments required to be made hereunder, Buyer shall upon notice by ezSEO cease and desist from any further use of any data acquired under this agreement. All payments due hereunder are in U.S. dollars and are exclusive of any applicable taxes. Buyer shall be responsible for all applicable taxes. Unless otherwise provided by an Insertion Order, any payment due under each Insertion Order shall be due upon acceptance of the agreement. Buyer understands and hereby acknowledges that ezSEO will not begin work on the Buyer's campaign prior to the receipt of an authorized Insertion Order, and ezSEO receives the initial payment.

4. Confidentiality. During the term of this Agreement, and until such time as the “Confidential Information” (as defined below) is no longer protected as a trade secret under Nevada law, neither party will use or disclose any "Confidential Information" of the other party except as specifically contemplated herein. "Confidential Information" means information that: (1) is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality. Subject to the foregoing, Confidential Information shall include, without limitation, technical or non-technical data, a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, or list of actual or potential customers or suppliers, the advertisement before publication, and the terms of the Insertion Order. Confidential Information does not include information that: (i) has been independently developed by the receiving party without access to the other party's Confidential Information; (ii) has become publicly known through no breach of this Section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority. At the request of the disclosing party, the receiving party shall return all of the disclosing party's Confidential Information to the disclosing party. Buyer further agrees not to circumvent, compete or exchange any information regarding any matter pertaining to business associated with ezSEO, its partners, the companies represented by ezSEO, or their clients.

5. Buyer's Representations; Indemnification.Buyer represents and warrants to ezSEO that Buyer holds all necessary rights to permit the use of the advertisements by ezSEO for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisements, and any material to which users can link, or any products or services made available to users, through or as a result of the advertisement will not (a) violate any criminal laws or any rights of any third parties, (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, or (c) use any trademark, trade name, or corporate name of ezSEO without the prior written consent of ezSEO. Buyer agrees to indemnify, defend and hold ezSEO and Third Parties (if any) harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third party claim arising from use of or access to the advertisements under this Agreement of any material to which users can link, or any products or services made available to users, through the advertisements under this Agreement.

6. Database Ownership/Use. Buyer may entrust ezSEO with its sensitive "database information". ezSEO agrees to prevent the unauthorized processing, capture, transmission and use of this "database information" during the course of Buyer’s relationship with ezSEO. ezSEO shall not process or use the “database information” for any purpose other than directly in connection with the services provided to Buyer under the associated Insertion Order or multiple Insertion Orders. Nothing contained herein shall be deemed to limit Buyer’s ownership, processing and usage rights with respect to its own “database information".

7. Ownership of ezSEO Intellectual Property. Except to the extent provided in this Agreement, nothing shall be construed as an assignment or grant to Buyer of any right, title, or interest in or to any trademark, service mark, trade name, copyright, patent, trade secret, or other intellectual property owned by ezSEO (the "CS Intellectual Property"). Buyer shall not adopt any imitations of or confusingly similar substitutes for the CS Intellectual Property.

8. Cancellations. Buyer reserves the right to cancel this agreement with 48 hours written notice to ezSEO. Buyer agrees to pay ezSEO for all traffic delivered prior to cancellation.

9. Termination; Effect of Termination. In the event of a material breach by Buyer, ezSEO may terminate this Agreement immediately without notice or cure period, without liability to ezSEO. In the event of any termination, Buyer shall remain liable for any amount due under an Insertion Order for advertisement delivered by ezSEO and such obligation to pay shall survive any termination of this Agreement. Anything herein to the contrary notwithstanding, the provisions of the Agreement relating to confidentiality and any other provisions which by their nature should survive termination shall survive the expiration or termination of the Agreement for any reason.

10. Warranties and Remedies. ezSEO warrants that the Data and the ezSEO Services will, upon delivery thereof, be as current, accurate and complete as may be achieved using the source data and data processing methods normally employed by ezSEO in the ordinary course of its business; provided however, Data and ezSEO Services are not warranted as being error free, and are not warranted as including all available state sourced and do not call information. ezSEO further warrants that providing the Data for purpose of keyword advertising does not infringe upon any third party’s copyright, patent right, privacy right, trade secrets, or any other intellectual property right. USWEB MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, USWEB EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY OR ANY OTHER ASPECT OF USWEB SERVICE. ezSEO’s sole obligation and Clients sole remedy under the foregoing warranty is the correction or any errors in the Data or ezSEO which are made known to ezSEO by written notice from the Client describing such errors in detail; provided however, Client acknowledges that some corrections of errors shall be dependent on the availability of same from the source of the applicable data. If such errors cannot be corrected, Client shall be entitled to a refund of the amounts paid, or to be paid, for the deficient data or services.

11. Limitations of Liability. Each party’s liability to the other, regardless of the form of action, whether in contract, tort or negligence, for any damages resulting from or in any manner connected with the Data of ezSEO Services shall be limited to the lesser of (i) the party’s actual direct damages related thereto, or (ii) the amount of the fees paid by Client for the Data or ezSEO Services which are in error. In no event shall either party be liable for any other damages whether indirect, incidental, special or consequential including but not limited to, lost business and lost profits, whether foreseeable or not, even if advised of the possibility of such damages.

12. Audit Rights. Buyer shall keep proper records and books of account relating to the computation of payments to be made hereunder for a period of one year from the date of any such payment. ezSEO and Buyer agree to appoint a mutually agreeable independent third party to inspect such records to verify reports. Any such inspection will be limited to a review of the records for the preceding twelve month period and shall be conducted in a manner that does not unreasonably interfere with Buyer’s business activities and, except as provided below, shall be conducted no more frequently than once every six months. Buyer shall immediately make any overdue payments disclosed by the audit plus applicable interest. Such inspection shall be at ezSEO’s expense; however, if the audit reveals overdue payments in excess of 10% of the payments owed to date or $2,500, whichever is greater, Buyer shall immediately pay the cost of such audit, and ezSEO may conduct another audit during the same six-month period.

13. Construction. No term or condition other than those set forth in the Standard Terms or in the Insertion Order relating to data purchase and pricing shall be binding on ezSEO unless in a writing signed by duly authorized representatives of the parties. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. The terms and conditions hereof shall prevail exclusively over any written instrument submitted by Buyer, including Buyer's insertion order, and Buyer hereby disclaims any terms therein, except for terms therein relating to data purchase and pricing.

14. Miscellaneous.. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Buyer shall make no public announcement regarding the existence or content of the Insertion Order without ezSEO’s prior written approval, which approval shall not be unreasonably withheld. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing) by facsimile or nationally-recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.