Non Disclosure, Non Compete, Non-Disparagement/Defamation, Terms & Conditions

This Membership Service Agreement (“Agreement”) is a binding contract entered into on this day between DemandAdvisor and you ("Client"), hereinafter, called the "Parties."

Marketing Services
Client and DemandAdvisor are entering into an Agreement for DemandAdvisor to provide marketing services for Client. In connection there with, DemandAdvisor agrees to devote best efforts to the business of Client during the term of this Agreement. As such, DemandAdvisor will develop, acquire, implement, publish, and maintain assets, including accounts, third party services from various providers, which may include, but are not limited to Google, Yahoo, GoDaddy, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, YellowPabeCity, Merchant Circle, OnStar, Craig’s List, Kijiji, local online newspapers, Facebook, and YouTube, phone and email tracking, marketing content, domain names, websites and other materials, on behalf of Client in order to provide marketing services for Client. By entering into this Agreement, Client acknowledges and agrees that DemandAdvisor is the designated agent for Client and Client authorizes DemandAdvisor to develop assets as needed, including based on information or material provided by Client or Client’s designees. Client agrees that DemandAdvisor has the right to develop and distribute information pertaining to Client’s personal or business information as DemandAdvisor deems reasonable, including on any of the publisher and search provider’s websites and that Client agrees to be bound by all terms, conditions and contracts that DemandAdvisor enters into on Client’s behalf. Furthermore, Client acknowledges that assets may include specific information including copy, forms, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, videos, and other specific information. Client represents and warrants that DemandAdvisor will have and will continue to have the absolute and unrestricted right to develop, acquire, implement, publish, and maintain all information provided by Client for Client’s advertising and marketing programs, that the content or use of such information does not infringe on the rights of Client or any third party, and that it complies with all local, state and federal laws and regulations. Client represents that the material and information Client provides to DemandAdvisor is truthful, not misleading, and that Client has the authority to represent this product and service information to DemandAdvisor. Additionally, Client authorizes DemandAdvisor to contact Client’s customers for marketing purposes, including gaining endorsements and reviews of Client’s products and services for publication. Client authorizes DemandAdvisor to utilize telephone tracking numbers and record calls on Client’s behalf. Client further agrees to indemnify and hold DemandAdvisor and its principals harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, joint or several, under statute, common law or otherwise, arising out of, based upon or in connection with marketing services or assets developed, acquired, implemented, published, or maintained by DemandAdvisor. While this Agreement is in affect, DemandAdvisor will not share Client’s information or assets with any business not directly involved in securing online advertising or aiding DemandAdvisor in providing marketing services on Client’s behalf.

Assets
DemandAdvisor will develop, acquire, implement, publish, and maintain assets, including but not limited to accounts, third party services from various providers, which may include, but are not limited to Google Adwords, Gmail, Yahoo Search Marketing, Yelp, Facebook, and MSN AdCenter, phone and email tracking, marketing content, domain names, websites and other materials, on behalf of Client in order to provide marketing services for Client. Client acknowledges and agrees that DemandAdvisor will possess and own all assets, and that these assets are not possessed or owned by and will not be transferred to Client's possession or ownership at anytime unless specifically agreed to in writing by DemandAdvisor regardless if DemandAdvisor pays fees associated with these assets or if Client pays fees and costs associated with these assets. In certain cases, DemandAdvisor may establish payment plans in such a way that charges to venders, such as Google, are paid directly by Client. Client understands and agrees that the terms of this Agreement are not altered when these payment arrangements are made and does not constitute a transfer possession or ownership of any assets to Client. Client agrees that previous possession or ownership of an asset by any party, including Client, does not and will not impede or encumber the right of possession and ownership that DemandAdvisor has for the asset. At the sole discretion of DemandAdvisor, Clients may be granted access to these accounts, services, and assets while they are customers of DemandAdvisor, but these access rights to do not imply that Client has possession or ownership of the asset in any way and access rights can be denied at anytime and will be denied when Client is no longer a customer of DemandAdvisor. Client agrees that any attempt to gain possession or ownership of any asset developed, implemented, published, acquired, or maintained by DemandAdvisor without DemandAdvisor’s written consent is a Breach of the Implied Covenant of Good Faith and Fair Dealing. In addition, Client agrees that at the sole discretion of DemandAdvisor, DemandAdvisor has the right to sell, transfer, convey or otherwise disposed of to any asset to any entity selected by DemandAdvisor, including Client. Client further agrees to indemnify and hold DemandAdvisor and its principals harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, joint or several, under statute, common law or otherwise, arising out of, based upon or in connection with access or use or the inability to access, use, possess, or own any assets developed, acquired, implemented, published, or maintained by DemandAdvisor.

Service Fees
Client agrees to pay DemandAdvisor setup and monthly membership service fees for developing, acquiring, implementing, publishing, maintaining and managing online advertising & marketing services and assets as stated in the program Client registers for and for the fee agreed to by Client. At the sole discretion of DemandAdvisor, setup and monthly fees may be reduced from the standard rate card for Client. Client acknowledges and agrees that if DemandAdvisor determines that Client is in Breach of Contract according to this Agreement, then Client is legally and financially obligated to pay the non-discounted, standard rate card for setup and monthly membership service fees for the entire term of the Agreement, including all previous payments made since the beginning of the Agreement term, in addition to all other fees and costs associated with the Beach of Contract. In addition, DemandAdvisor may change the monthly membership fee charged for any reason, including in accordance with procedures established by our search providers and publishers, at any time. DemandAdvisor may bundle marketing and advertising services together and charge Client a single bundled service fee or may charge Client several fees. While DemandAdvisor agrees to devote best efforts to meeting estimated, quoted costs and fees, Client agrees that DemandAdvisor can not guarantee the accuracy of estimated costs and fees paid to 3rd parties or venders and that DemandAdvisor will not be held liable for such estimates.

Term & Payments
By registering for a service provided by DemandAdvisor, Client is agreeing to a non-cancellable, 12-month Agreement that will automatically convert into a month-to-month Agreement governed by the same terms of this Agreement. Although, there is no fee for cancellation after the initial 12-month Agreement term has ended, a 30-day written cancellation notice is required and all payments scheduled during that time and all outstanding balances must be paid in full before account is terminated. In addition, Client agrees to pay setup fees before any advertising or marketing services will be started. Client also agrees that monthly payments will be paid in full at the beginning of the monthly billing cycle before any advertising or marketing will be executed. For Client’s convenience, DemandAdvisor provides recurring billing to prevent any additional charges or a lapse in services for Client. Marketing and advertising programs will be paused if payment has not been made by payment due date. Client agrees to pay a $200 late fee for any payment that is late by more than 5 days and that an additional $200 recharge fee will be charged per month for every payment that has not been made for the length of the term of Agreement.. In addition, Client agrees that 18% interest will be applied to all outstanding balances until paid in full and if payment is lapsed by 30 days, then setup fees will be charged again to reinitiate the account. Client agrees that a payment reversal fee of $500 will be charged for any payment which is later reversed. Client further agrees that at no point in time will any fees, including, the monthly service fee, be prorated or any portion be refunded at any time or for any reason. All fees, including setup and monthly membership fees, are non-refundable and there is no reimbursement of any fees, including the monthly service fee, in whole or in part, regardless of what day in the monthly billing cycle the service is terminated. Client agrees that failure to make payments is a Breach of Contract and any payment reversal attempt, whether successful or not, is a Breach of the Implied Covenant of Good Faith and Fair Dealing. At the sole discretion of DemandAdvisor, DemandAdvisor may waive all late fees, recharge fees, setup fees, payment reversal fees, and interest for Clients whose accounts are in good standing.

Customer Support
DemandAdvisor agrees to devote best efforts to the business of Client during the term of this Agreement. In addition, Client may contact DemandAdvisor, via email, telephone, or any other standard means, during normal business hours for customer support. One hour of customer support per month is provided free of charge to Client to answer questions and make needed account changes. Client agrees that additional support will be charged at $100/hour. At the sole discretion of DemandAdvisor, customer support fees may be waived for Clients whose accounts are in good standing.

No Guarantees
Client acknowledges and agrees that DemandAdvisor agrees to devote best efforts to the business of Client during the term of this Agreement, but that DemandAdvisor makes no specific guarantee, commitment or warranty regarding results of services provided, including performance of partners and publishers to which DemandAdvisor submits advertising and marketing on Client’s behalf, including placement of paid search advertising, local directories, social media and other services, or any specific results whatsoever, including estimated costs and fees for such services. DemandAdvisor does not warrant the number of calls, clicks, impressions, paid or organic rankings, website visits, or that paid search advertising will appear in response to any particular query. DemandAdvisor does not warrant that services will be error-free but will make a reasonable attempt to understand and correct any errors that are discovered once they have been identified.

Non Disclosure
DemandAdvisor has disclosed or may disclose information to Client which has commercial and other value in DemandAdvisor's business and is confidential or proprietary in nature (including, without limitation, trade secrets, patents, patent applications, copyrights, know-how, processes, ideas, inventions (whether patentable or not), formulas, computer programs, databases, technical drawings, designs, algorithms, technology, circuits, layouts, designs, interfaces, materials, schematics, names and expertise of employees and consultants, any other technical, business, financial, customer and product development plans, supplier information, forecasts, strategies and other confidential information), which to the extent previously, presently or subsequently disclosed to Client is hereinafter referred to as "Proprietary Information" of DemandAdvisor. Client hereby agrees as follows: 1. Client agrees (a) to hold the Proprietary Information in strict confidence and to take all precautions to protect such Proprietary Information as Client employs with respect to its most confidential materials, but in no case shall Client employ less than reasonable precautions, (b) not to disclose any such Proprietary Information or any information derived there from to any third person, (c) not to make any use whatsoever at any time of such Proprietary Information except for the sole limited business purposes of evaluating the Proprietary Information internally to determine whether to enter into the contemplated transaction or agreement with DemandAdvisor, and (d) not to copy or reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any such Proprietary Information. Anyone given access to any such Proprietary Information must have a legitimate “need to know” and shall be similarly bound in writing. 2. Client acknowledges and agrees that, as between Parties, the Proprietary Information is and shall remain the sole and exclusive property of DemandAdvisor. Immediately upon (a) the decision by either party not to enter into the contemplated transaction or agreement, or (b) a request by DemandAdvisor at any time (which will be effective when actually received or three days after mailed to Client first class postage prepaid), Client will immediately cease all use of and return to DemandAdvisor all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof. Client understands that nothing herein (i) requires the disclosure of any Proprietary Information of DemandAdvisor, which shall be disclosed, if at all, solely at the option of DemandAdvisor, or (ii) requires DemandAdvisor to negotiate or proceed with any contemplated transaction or agreement in connection with which Proprietary Information may be disclosed. 3. Except to the extent required by law, Client shall not disclose the existence or subject matter of the negotiations or business relationship contemplated by this Agreement or by the service, including but not limited to oral discussions and written information, regarding DemandAdvisor or services provided, unless specifically agreed to by DemandAdvisor in writing. 4. Client acknowledges and agrees that due to the unique nature of DemandAdvisor's Proprietary Information, there can be no adequate remedy at law for any breach of Client's obligations hereunder, that any such breach or any unauthorized use or release of any Proprietary Information will allow Client or third parties to unfairly compete with DemandAdvisor resulting in irreparable harm to DemandAdvisor, and therefore, that upon any such breach or any threat thereof, DemandAdvisor shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by Client from any loss or harm, including, without limitation, attorney’s fees, in connection with any breach or enforcement of Client's obligations hereunder or the unauthorized use or release of any such Proprietary Information. Client will notify DemandAdvisor in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.

Non-Disparagement & Non-Defamation
Client agrees now, and after contract termination, not to disparage or defame DemandAdvisor in any respect or to make any derogatory comments, whether written or oral, regarding DemandAdvisor or its current or former officers, directors, employees, representatives, attorneys, partners, agents, or contracting parties, or its business or operations.

Non Circumvention
Client acknowledges and agrees that due to the unique nature of DemandAdvisor's Proprietary Information, that Client shall not, without the prior written consent of DemandAdvisor, which consent DemandAdvisor may withhold in its sole discretion, (a) utilize any Confidential Information to circumvent or compete with DemandAdvisor on the specific Business Opportunity, or (b) utilize information lawfully furnished or disclosed to Client by a non-party to this Agreement without any obligation of confidentiality and through no wrongful act of Client Party, or information independently developed by Client relative to the Business Opportunity, to circumvent or compete with DemandAdvisor on the specific Business Opportunity.

Disclaimer of Warranties
To the maximum extent permitted by applicable law, DemandAdvisor and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to DemandAdvisor services.

Indemnification, Disclaimer of Liability and Applicable Law
Each party warrants that its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trade mark, patent, invention or any other nondisclosure rights of any third party. Client indemnifies and holds harmless DemandAdvisor against all costs, including legal costs, damages, and liabilities, arising from Client’s violation of any copyright, trade secret, trademark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party. Client agrees that DemandAdvisor will have no liability in connection with the functionality or content of any vendor, provider, 3rd party, or internet publisher or website not directly and entirely owned by DemandAdvisor. To the full extent of the law, Client will pay any expenses or damages for DemandAdvisor resulting from claims made by third parties with regards to Client, even after termination of this Agreement. Client agrees to indemnify and hold DemandAdvisor, its principals, and vendors harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, joint or several, under statute, common law or otherwise, arising out of, based upon or in connection with this Agreement. Client agrees that neither DemandAdvisor, nor its principals, nor its vendors, if any, shall be liable for any and all claims, liabilities, losses, damages, costs and expenses, joint or several, under statute, common law or otherwise, arising out of, based upon or in connection with this Agreement, even after termination of the Agreement, including but not limited to marketing services provided or not provided and the results or the lack of results from marketing services and access or use or the inability to access, use, possess, or own assets developed, acquired, implemented, published, or maintained by DemandAdvisor. In addition, Client agrees that to the full extent of the law, Client will pay all expenses and damages, including attorney fees, for DemandAdvisor resulting from claims made resulting from this Agreement, even after termination of the Agreement.

Remedies
Client agrees that the damages that will be suffered by DemandAdvisor in the event of any violations of this Agreement or any specific provisions within this Agreement, including but not limited to Non Disclosure, Non-Disparagement & Non-Defamation, and Non Circumvention, are substantial, but extremely difficult if not impossible to ascertain. Therefore Client agrees that in the event Client violates this Agreement or provision within this Agreement, Client will pay DemandAdvisor the sum of $10,000 as liquidated damages and not as a penalty for each violation. Client further agrees that if the other DemandAdvisor determines that a violation will cause irreparable injury that cannot readily be measured in monetary amounts and that injunctive relief will provide proper redress and Client consents to equitable injunctive relief to resolve any violation of the provisions of this section.

Governing Law, Submission to Jurisdiction
Client agrees that this agreement shall be governed and construed by the laws of the State of California and the venue for any and all claims against this agreement will be San Luis Obispo County, California. Client agrees to make any claims against this agreement within 30 days from the date of the subject of the claim, and must be made in writing to DemandAdvisor. Parties waive, to the fullest extent permitted by law, any objection, now or hereafter, to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Parties hereto irrevocably consents to service of process in the manner provided for notices. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by law. Furthermore, Client agrees that should a claim arise from either party, DemandAdvisor will have the right, at its sole discretion, to select either a trial by jury or select binding arbitration for any and all resolutions. If DemandAdvisor selects a court trial to resolve a claim by either party, then Client agrees that the venue of any trial will be in San Luis Obispo, California. If DemandAdvisor selects arbitration for resolution of any claim by either party, then Client agrees that all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of California, in or near San Luis Obispo County, by an arbitrator selected by DemandAdvisor. The arbitration shall be conducted on a confidential basis and any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in business and contract law and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.

Force Majeure
Neither Client nor DemandAdvisor will be in breach of its obligations under this Agreement (other than obligation to pay monies due) in the event that, for cause(s) beyond reasonable control, each party is unable to perform, in whole or in part, any one or more of its obligations. Such causes will include, but not be limited to governmental regulation, fire or other causality, inability to obtain materials or services, technical failure or difficulties, problems or interruptions of the internet, or any other cause not within the reasonable control of either party.

Partial Invalidity
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, unless the deletion of the provision of provisions would result in such a material change as to cause completion of the transactions contemplated herein to be unreasonable.

Assignment
DemandAdvisor may assign, delegate or subcontract any rights or obligations under this Agreement without the consent of Client.

Authority
The person agreeing to this Agreement certifies that (s)he is lawfully authorized to enter into such a legally and financially binding contract and to purchase services on behalf of Client.

Effective Upon Execution
These terms and conditions of service represents the entire agreement between Parties with regard to DemandAdvisor provisions, except the specific pricing and service details, which will be considered as legal and valid. Agreement with these terms and conditions is upon acceptance of the Agreement are binding on the date online registration is submitted by Client or Client provides oral acceptance of this Agreement and specified terms. By agreeing to DemandAdvisor services, Client irrevocably agrees to all terms and conditions of this agreement and agrees that at no point will Client contest this agreement or the terms and conditions provided herein. This agreement and the binding terms of this agreement will be valid for a minimum of ten (10) years or otherwise agreed to by DemandAdvisor in writing.

Acknowledgement
By registering with DemandAdvisor and agreeing to this agreement, either through online registration, oral agreement, or in writing, Client acknowledges that this Agreement has been read, understood, and agreed to and that this Agreement replaces and voids any previous agreement between the Parties, and may be executed in multiple counterparts, each of which shall be deemed enforceable without production of the others. Client further acknowledges that any and all discussions between DemandAdvisor and Client, weather oral or written, regarding “contracts” or “agreements” between DemandAdvisor and Client refer specifically to this Agreement and no other agreement.

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