TERMS OF SERVICE

This Project, Service & License Agreement (“Agreement”) is between Yokel Local Internet Marketing, Inc., a Nevada Corporation being headquartered at 285 E. Warm Springs Rd. #104 Las Vegas, NV  89119 (“AGENCY”) and your company (“CLIENT”).  This Agreement is effective as of the last date of signing by AGENCY and CLIENT.

The parties hereto agree as follows:

SERVICES

AGENCY agrees to provide the Services and/or Products accepted by CLIENT on the Project Summary section of the Proposal prepared specifically for CLIENT.  The Project Summary is attached hereto as Exhibit 1 and incorporated by reference.  If the parties agree to additional Services or Products are included, the terms of this Agreement shall be incorporated by reference into such agreement.  Service refers to the initiation of processes for concept design, creation, implementation, hosting and approval by CLIENT of CLIENT’s website.  Product refers to any property created by AGENCY for CLIENT.  A description of each Service and Product included hereunder, including the specific items included or excluded for each, is included in the Proposal prepared for CLIENT, and such descriptions are specifically incorporated herein by reference.

PRICING & PAYMENT

The pricing for all Services and Products is listed on the Project Summary. (a) No work will commence until one half of the total for all Services and Products provided under this Agreement is paid and accepted as a deposit. The two remaining payments of 25% each will be due based on the due dates on project summary or 5 days before completion of the project, whichever comes first. No work will continue if the payment is outstanding. If the total amount due under this Agreement is less than $3000, the total amount due must be paid 100% in advance. (b) Retainers and monthly services are paid one month in advance and no work will be performed until payment is accepted.

Additional Services, including additional fixes and requests, will result in additional charges and will potentially postpone the finish date.  Additional Services include:  (a) updates or changes, which are provided at a rate of $150 hour, (b) printing costs, which is separate from all print design pieces, and (c) any other Service or Product not included in the Proposal. AGENCY has the right to change any of the monthly charges with a 30 day written notice of such a change to the CLIENT.

Any monthly charges listed on the Project Summary are based on a yearly contract.

In the event that any amount due AGENCY remains unpaid 15 days after presentation of an invoice to CLIENT, AGENCY, in its sole discretion, may immediately terminate this Agreement in accordance with the provisions of Paragraph 3 and/or withhold or suspend Services. Suspension of Service does not necessarily imply termination of this Agreement and service charges will continue to accrue as if no suspension had occurred. Reinstatement of a suspended or terminated Service requires a $300 reinstatement fee along with a 10% finance charge on the amount overdue. All taxes, fees and governmental charges relating to the Services or Products provided hereunder (other than income taxes of AGENCY) shall be paid by CLIENT. All payments are in U.S. currency, and are to be paid to AGENCY as follows:

• Paying by Check: Mail and Make check payable to AGENCY, 285 E. Warm Springs Rd. #104, Las Vegas, NV 89119

• Paying by Credit Card: AGENCY accepts only American Express, VISA, MASTERCARD, and DISCOVER.

Checks returned unpaid (NSF) are assessed a $200 charge.

TERM & TERMINATION

The initial term of this Agreement (“Initial Term”) shall be one (1) year beginning on the date of this Agreement.  After the Initial Term, unless otherwise agreed to by the parties, this Agreement shall automatically renew for successive terms of equal length as the Initial Term. CLIENT has 30 days following the expiration of the Initial Term to notify AGENCY in writing of CLIENT’s desire to terminate service with no termination cost related to the monthly fees to CLIENT and no liability to AGENCY. During any renewal, all terms and conditions of this Agreement shall remain in full force and effect. The Initial Term plus all successive renewal periods during which any Service is provided shall be collectively referred to as the “Term”.

AGENCY may terminate this Agreement as follows: (i) AGENCY may terminate, without cause, by giving CLIENT 15 days prior notice; any service not performed by AGENCY shall be credited to CLIENT, or (ii) AGENCY may terminate, at any time, upon 5 days prior notice if, in the sole judgment of AGENCY, CLIENT breaches any material provision of this Agreement and has not cured same by the end of the 5 days; or (iii) AGENCY may terminate at any time in the event of nonpayment by CLIENT.

CLIENT may terminate this Agreement before expiration of the Term only if the following conditions are satisfied:  (i) CLIENT provides 30 days written notice to AGENCY of its intent to terminate; and (ii) CLIENT pays AGENCY in full for all Services or Products delivered to CLIENT prior to the termination date; and (iii) CLIENT pays an early termination fee equal to 50% of all remaining Services and Products to be delivered to CLIENT during the Term of this Agreement.

REPRESENTATION & INDEMNIFICATION

Unless otherwise expressly stated, both parties represent that they own all rights, title, and interest in and to any property presented to the other party in furtherance of this Agreement (the “Ownership Representation”).

In the event that a party breaches the Ownership Representation, the breaching party shall indemnify and hold harmless the other party from any liabilities, penalties, demands, or claims finally awarded that may be made by a third party and related to the Ownership Representation.  Both parties agree to notify the other party promptly of any written claims or demands against the indemnified party for which the indemnifying party is responsible hereunder.  Further, upon receipt of such notice, the indemnifying party shall promptly reimburse the indemnified party for any and all attorneys’ fees, costs, or expenses incurred in defending against any written claim or demand.

DISCLAIMERS

CLIENT acknowledges and understands that neither AGENCY, nor any of its employees, representatives, agents or the like, warrant that the Services offered or provided hereunder will not be interrupted or be error free.  AGENCY shall fix errors caused from its service within 24 hours so long as CLIENT has a support agreement or it is less than 30 days from the date of the CLIENT’s acknowledgement of completion of the project.  All websites and applications are designed and coded for a PC and MAC and the latest IE, Firefox, Safari browsers. Beta browsers are not supported. Neither AGENCY nor any company can guarantee top placement on the search engines through SEO.

The parties agree that, in respect of information and computer programs provided by AGENCY under this Agreement, except as expressly stated herein, AGENCY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES, OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY ANY CUSTOMER.  AGENCY FURNISHES THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  Products and Services provided under this Agreement are “as is” with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with the user of such information or Product or Service.

NON-SOLICITATION OF AGENCY EMPLOYEES

CLIENT shall not solicit for hire and shall not hire any current AGENCY employee without AGENCY’s consent in written form.

NONDISCLOSURE

Both parties agree that no proprietary information shall be disclosed and shall hold in confidence any and all proprietary information not already in the public domain, including but not limited to trade secrets, intellectual property, creative concepts, design and production processes, marketing information or techniques, price lists, pricing information and estimates and CLIENT lists or other CLIENT information, whether in written, electronic or oral form (“Information”). Both parties agree not to use the Information for any purpose other than the performance of the Services or development of Products for the designated project described in this Agreement. Both parties acknowledge that any disclosure of the Information will cause harm to the party of ownership.  As a consequence, the parties agree that if either party fails to abide by the terms of this Agreement, the harmed party will be entitled to specific performance by the party at fault, including issuance of a temporary restraining order or preliminary injunction enforcing this Agreement, and a judgment for damages caused by breach of contract, and to any other remedies provided by applicable law.

Upon termination of this Agreement, to the extent that any party received Information owned by the other party, the receiving party shall destroy any and all Information or copies thereof, and, within 10 days of the termination of this Agreement, certify to the other party as follows:  AGENCY certifies that it does not have in its possession, nor has it failed to destroy, any Information as defined in the Project & License Agreement between AGENCY and CLIENT.

OWNERSHIP

So long as CLIENT’s balance owed is paid in full, CLIENT shall own all right, title, and interest in the content, layout, and pictures of any Product developed by AGENCY exclusively for CLIENT where such Product does not use or reference any property, trade secret, or proprietary information owned or used by AGENCY before the date of this Agreement.  Accordingly, upon satisfaction of the prior condition, AGENCY hereby grants, conveys and assigns to CLIENT all copyrights, trade secrets, patents and other intellectual property rights in such Product and all originals and copies of any such Product shall be provided to CLIENT upon CLIENT’s request or the termination or expiration of this Agreement.

For any Product or Service created and/or delivered under this Agreement that does use or reference any property, trade secret, or proprietary information owned or used by AGENCY before the date of this Agreement, ownership shall be allocated as follows:

AGENCY shall retain all right, title and interest in the developer tools and applications, including but not limited to Strategy Documents, used or supplied by AGENCY in connection with developing any website.

For all versions of AGENCY’s E-Commerce Store, AGENCY hereby grants to CLIENT a personal, non-assignable, nontransferable, nonexclusive object code license to use such software solely for CLIENT’s internal business purposes in the United States for the Term of this Agreement.

AGENCY shall retain all right, title and interest in any framework for any software created under this Agreement.  “Framework” means any property used by AGENCY to develop or create software or websites or Service or any other item for CLIENT under this Agreement where such property used by AGENCY existed prior to the date of this Agreement.  CLIENT shall own all right, title and interest in the end product.  “End Product” means the property created above and beyond the Framework.  AGENCY grants to CLIENT a perpetual, personal, non-assignable, nontransferable, nonexclusive object code license to use such Framework solely for CLIENT’s use of the End Product for its internal business purposes in the United States.

LIMITATION OF LIABILITY

Liability of AGENCY under this Agreement shall be limited to the value of any fees paid by CLIENT to AGENCY under this Agreement.  Under no circumstances shall AGENCY be liable for lost profits or any incidental, special, punitive, exemplary, or consequential damages, except as set forth in the preceding sentence.  Neither party shall be required to indemnify except as required by the express terms of this Agreement.

CLIENT NON-RESPONSE

It is mutually agreed that from time to time AGENCY will need access to CLIENT personnel and resources to provide project direction and feedback. Should AGENCY deem the CLIENT as non-responsive, AGENCY will promptly inform the CLIENT in writing of such required feedback.  Should CLIENT not respond within 5 days, AGENCY shall promptly inform CLIENT that the AGENCY project resources will be put on hold until such time that CLIENT provides necessary access to personnel or resources and CLIENT promptly informs AGENCY in writing to re-engage AGENCY resources in the project.  At that time, AGENCY may have up to 7 days to re-engage such resources.

SERVICE LEVEL AGREEMENT FOR HOSTING SERVICES (not applicable for all Services and Products)

AGENCY understands the importance of server availability to our customers. We provide the following levels of service to ensure maximum performance and uptime.  AGENCY provides Service Level Commitments in three key areas:

▪ Network Uptime – AGENCY guarantees that the network will be available 99.999% of the time in a given month (no more than 24 seconds downtime per month), excluding scheduled maintenance which would be performed from 2am to 4am. AGENCY shall refund the customer 5% of the monthly fee per additional 30 minutes downtime (up to 100% of customer’s monthly fee). Network uptime includes functioning of all network infrastructure including routers, switches and cabling. Network downtime exists when a particular customer is unable to transmit and receive data and AGENCY records such failure in the AGENCY trouble ticket system. Network downtime is measured from the time the trouble ticket is opened by a customer to the time the server is once again able to transmit and receive data.  Network Uptime does not include failure of web sites due to corruption of data or web site pages not directly under AGENCY’s control.

▪ Network Uptime – AGENCY guarantees that the network will be available 99.999% of the time in a given month (no more than 24 seconds downtime per month), excluding scheduled maintenance which would be performed from 2am to 4am. AGENCY shall refund the customer 5% of the monthly fee per additional 30 minutes downtime (up to 100% of customer’s monthly fee). Network uptime includes functioning of all network infrastructure including routers, switches and cabling. Network downtime exists when a particular customer is unable to transmit and receive data and AGENCY records such failure in the AGENCY trouble ticket system. Network downtime is measured from the time the trouble ticket is opened by a customer to the time the server is once again able to transmit and receive data.  Network Uptime does not include failure of web sites due to corruption of data or web site pages not directly under AGENCY’s control.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of Nevada.  In the event CLIENT breaches, or threatens to breach this Agreement, AGENCY may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without disentitling AGENCY from any other relief in either law or equity.  The parties agree that any action related to this Agreement shall be venued solely in the Clark County Superior Court, State of Nevada, and the parties hereby irrevocably commit to the jurisdiction of said court for any such action.

ATTORNEYS’ FEES

In the event of breach of this Agreement by CLIENT, AGENCY shall be entitled to reimbursement of all of its costs and expenses, including reasonable attorneys’ fees, incurred in connection with such dispute, claim or litigation, including any appeal thereof.

STATUTE OF LIMITATIONS

In the event of an alleged breach of this Agreement, any claim or potential claim must be brought within two (2) years of the termination of this Agreement.

NOTICES

Any notice pursuant to this Agreement shall be in writing and delivered to the addresses designated by the parties in the signature block below.

MISCELLANEOUS

This Agreement, including any Exhibits or other documents specifically incorporated by reference, sets forth the entire agreement between AGENCY and CLIENT with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any other prior writing between the parties. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless continue in full force and effect. The parties may not transfer or assign this Agreement without the prior written consent of the other party to this Agreement. The waiver by either party hereto of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of the subsequent breach. AGENCY may use CLIENT’s name in case studies, press releases and other marketing materials.