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Expertise Marketing Agreement

MARKETING AGREEMENT

This Marketing Agreement (this “Agreement”) is entered into as of the Effective Date, between Expertise, LLC (“Service Provider” or “SP”) and the entity or individual executing this Agreement (“Client”).

Services:  Beginning on the Effective Date, SP shall deliver to Client, per Client’s specifications consumer Leads Client’s Territory”.

Term:  The initial term of this Agreement will be 30 calendar days, beginning on the Effective Date, unless otherwise stated. Thereafter, this Agreement shall continue month to month unless either party provides notice of termination with such termination being effective immediately (collectively, the “Term”).

Sponsorships: Client shall pay SP the amount agreed to per the Expertise invoice in exchange for placement in the corresponding category.

Payments: Payments will be made monthly beginning on the effective date. Client must cancel service within five days of the payment date in order to receive a refund for that month’s sponsorship. Client hereby authorizes SP to process payment using the method provided by client.

Terms and Conditions

THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) SETS OUT THE TERMS THAT APPLY TO YOUR MARKETING AGREEMENT WITH EXPERTISE, LLC. REFERENCES TO “CLIENT” MEAN THE PERSON OR ENTITY IDENTIFIED ON THE FRONT PAGE. ALL REFERENCES TO “EXPERTISE” MEAN EXPERTISE, LLC. CLIENT AND EXPERTISE ARE EACH A “PARTY” AND TOGETHER THE “PARTIES.”

1. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that: (a) it has the right, power and authority to enter into this Agreement and to perform its obligations hereunder, and such execution and performance will not violate any other agreement or obligation to which it is bound; (b) if it is an entity, it is duly organized, validly existing and in good standing; and (c) it has complied and will comply with all applicable federal, state and local laws, regulations, rules, ordinances, licensing requirements and industry standards and guidelines (“Laws”) in connection with its performance of or relating to this Agreement; provided however, that Expertise’s obligation to comply with Laws shall be conditioned upon Client’s compliance with its representations, warranties, covenants and obligations contained in this Agreement.

2. CONFIDENTIALITY.

1. Confidential Information. “Confidential Information” means any and all confidential or proprietary information of the disclosing Party, whether oral or written, including, without limitation, documents, reports, analyses, data, studies, drawings, samples, suppliers, customers, pricing. “Confidential Information” shall also include the terms, but not the existence, of this Agreement. “Confidential Information” shall not include any information that, as evidenced by a written document: (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the receiving Party without breach of this Agreement; (iii) was lawfully received by the receiving Party from a third party without restriction; (iv) was known to the receiving Party, its employees or agents prior to its receipt from the disclosing Party, as evidenced by the written records of the receiving Party; or (v) was independently developed by the receiving Party without use or reference to the Confidential Information and without breach of this Agreement.

2. Duty of Confidentiality. The receiving Party will: (i) hold the disclosing Party’s Confidential Information in strict confidence; (ii) take all steps necessary or appropriate to protect the confidentiality of the Confidential Information and to ensure compliance with this Agreement by its officers, directors, employees, contractors, agents and representatives; (iii) use Confidential Information for the sole purpose of performing its obligations under this Agreement; (iv) restrict disclosure of Confidential Information to those of its officers, directors, employees, contractors, agents and representatives with a need to know such information for the sole purpose of performing pursuant to this Agreement; and (v) not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information.

3. LIMITATION ON SHARING LEADS. Notwithstanding anything to the contrary in this Agreement, in no event shall Client share any Lead(s) with, transmit any Lead(s) to, or otherwise make any Lead(s) available to any person or entity other than Client and those of Client’s officers, directors, employees, contractors, franchisees, and representatives who use such Lead(s) solely  on behalf of Client.

4. DISCLAIMER. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, (I) EXCEPT FOR THE EXPRESS WARRANTIES MADE OR REFERENCED IN THIS AGREEMENT, EXPERTISE HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE, AS TO ANY AND ALL LEADS OR SERVICES PROVIDED BY OR ON BEHALF OF EXPERTISE PURSUANT TO THIS AGREEMENT. THIS DISCLAIMER EXPRESSLY INCLUDES ANY REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE. WITHOUT LIMITING THE FOREGOING, EXPERTISE MAKES NO WARRANTIES OR REPRESENTATIONS, AND EXPERTISE WILL HAVE NO LIABILITY OF ANY KIND, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY LEAD; (II) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXPERTISE WILL NOT BE LIABLE TO CLIENT FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (III) EXPERTISE’S MAXIMUM AGGREGATE LIABILITY TO CLIENT WILL BE LIMITED TO THE AGGREGATE DOLLAR VALUE OF FEES PAID TO EXPERTISE BY CLIENT PURSUANT TO THE TERMS OF THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

5. MISCELLANEOUS. The provisions of this Agreement may not be amended, supplemented, waived or changed unless they are modified in writing, and signed by the Party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Neither Party shall assign, sublicense or otherwise transfer (voluntarily, by operation or law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement upon the sale of all or substantially all of its assets or equity, or in connection with an entity restructure, without the written consent of the other Party. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of record in San Jose, California. This Agreement constitutes the complete and agreement between the Parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications and understandings (both written and oral) regarding such subject matter.