1. This Agreement will have a fixed term of one (1) year, provided, however, that 220 Group may terminate the Agreement at anytime upon thirty (30) days notice to Client. During the fixed one (1) year period, Client may terminate this Agreement upon thirty (30) days notice and the payment of a $200 cancellation fee. After the first year, this Agreement may be terminated by Client upon thirty (30) days notice with no cancellation fee. Any termination of this Agreement may be effectuated by phone.
2. Client agrees that 220 Group will have the right to make all payments due from Client by charging the credit card provided to 220 Group by Client or by Client pre-paying by a Client check. 220 Group agrees to provide to Client concurrently with any charges a PFD invoice reflecting the charges and the transaction. Such invoice will be provided for download by Client through the Client admin portal. No refunds are offered once work is begun on the project.
3. 220 Group shall provide the following services to Client:

1. (i) Use of 220 Group website including Email solutions and Email newsletter system so Client can publish its newsletter
2. (ii) provision of a secure server to collect data relating to mortgage 1003 applications if the client is a residential mortgage originator.
3. (iii) sufficient bandwidth to send and receive emails, send out email blasts / newsletters, and manage client database. The Website will be compatible with Microsoft Internet Explorer, Mozilla Firefox, and Google Chrome.
4. 220 Group will not use, resell, or distribute any lead or contact information generated or uploaded through the web services. All customer contact information generated by 220 lead forms or uploaded through the 220 Marketing Admin panel are the property of the respective client. The client may download this contact information anytime their account is active. The client may request this information for up to three (3) months after terminating services. All contact information will only be provided to an authorized representative of the client. All lead and contact data will be stored in 256 bit Secure Socket Layer (SSL) encrypted connection database.

• 220 Group has the right to:

1. (i) Pause or disable newsletter or email blast capability in the event of abuse or excessive spam complaints from the Client’s account.

• All initial content for the Website will be provided by 220 Group. Additional photos and content can be added at Client’s discretion. In the event Client fails to provide content, Client agrees that 220 Group may use stock photos and artwork until such submission. 220 Group assumes all responsibility for copyright laws compliance for all content and or images to be provided by 220 Group on the website. Client assumes all responsibility for all content to be provided on the Website (including, without limitation, copyright laws compliance, Client’s industry regulatory compliance, contact information, phone number, Email addresses and other information) and 220 Group shall have obligation to review or otherwise check the accuracy of such content.
• Client agrees to utilize the Website at all times in compliance with all applicable federal, state and local laws at Client’s sole cost and expense. In addition, Client agrees to comply with any rules and acceptable use policies for use of the Internet. Client agrees to hold harmless and indemnify 220 Group from any claims, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising from Client’s use of the Website.220 Group agrees to comply with (i) any applicable rules and laws applicable to 220 Group, including, without limitation, all copyright laws and all policies and procedures of social media outlets, e.g. Facebook, Twitter, LinkedIn, etc. and (ii) all standard industry compliance guidelines of Client which Client provides to 220 Group in writing.
• Client agrees that 220 Group shall have no responsibility to or liability to Client, and Client hereby releases 220 Group from any claims or causes of action whatsoever, for any damages, losses (including lost revenues), liabilities, claims or expenses of any kind for the loss of service resulting from network shutdowns or outages from any cause or reason whatsoever, including, but not limited to, human error, hardware failure, software failure, telephone or broadband outages, ISP outages and acts of God.
• Client agrees that 220 Group’s liability hereunder to Client for any reason whatsoever (including, without limitation, as a result of design, negligence, service failure or any other reason whatsoever) and for any damages whatsoever (including, without limitation, lost revenues, business loss or other consequential damages) shall be limited in all cases to the fees paid to 220 Group paid pursuant to this Agreement.
• Client agrees that Client has no rights to any programming, software or any other property of 220 Group. Client’s sole right is to the website screen content. Client agrees that its Website will contain a reference to 220 Group as the designer and maintainer of the Website.
• All “Web Services User Agreement” terms and conditions may be updated online here to ensure current terms and conditions comply with applicable laws and custom. 220 Group will provide email notice to Client no less than 30 days prior to any changes going in to effect and Client shall have the right to terminate this Agreement without a termination fee if it does not accept such changes. Any changes will be communicated to client by Email; unless Client affirmatively terminates this Agreement, continued use of 220 Group web Services User Agreement will constitute Client’s agreement to any changes in the “Web Services User Agreement”.
• This document embodies the entire agreement between the parties and may not be amended, modified, altered or changed in any respect whatsoever except by a writing duly executed by the parties hereto. Each party represents and warrants to the other that it has all corporate or entity approvals necessary to enter into this Agreement. Client may not assign or transfer its rights or duties under this Agreement without the prior written consent of 220 Group, which consent shall not be unreasonably withheld. 220 Marketing may assign this Agreement to a purchaser of all or a major portion of the assets of 220 Group without the consent of Client. Any other assignment by 220 Group will require the consent of Client which consent shall not be unreasonably withheld and any such assignment without such consent shall be null and void. The waiver by either party of a breach of any provision of the Agreement by the other shall not operate or be construed as waiver of any subsequent breach by the party. This Agreement is to be performed in, governed by, and construed in accordance with the laws of the State of California. In the event of any dispute, the venue of any action shall be had in San Diego County, California, and the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including fees and costs in bankruptcy. This Agreement creates no rights whatsoever in any third parties.
• 220 Group LLC. 3405 Kenyon Street Suite #211, San Diego, CA 92110 Tel: (619) 758-9696

This Terms of Service Agreement (the "Agreement") sets forth the terms and conditions on which you (the "Client") has engaged 220 Group, LLC dba220 Social (220 Social") to perform certain Services as outlined herein. This Agreement along with 220 Services' Order Verification Form completed by you together constitutes a legally binding contract between you and 220 Social. By becoming a 220 Social Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The "Effective Date" of this Agreement shall be the date on which you submit your order for Services to 220 Social.

1. SERVICES
220 Social will provide the following Services to Client:

1. Post content once per day 7 days per week to Facebook and LinkedIn.
2. Individualized content creation specifically designed for your business
3. Promotion of your products and services to your social communities
4. Unlimited Email and Phone support from 7AM to 5PM Pacific Standard Time

2. 220 SOCIAL OBLIGATIONS

2.1 220 Social will provide Services to Client in accordance with 220 Social`s standard policies and procedures a copy of which is attached to this Agreement as an addendum. Client acknowledges that such policies and procedures require that Client not post anything on a social media outlet  that could disqualify Client from social media outlet sites. 220 Social reserves the right to reject Clients for any other reason, or no reason in 220 Social`s sole discretion. 220 Social will be responsible for all aspects of providing the Services.

2.2 Client agrees that any interruption or suspension of the Services due to factors beyond the reasonable control of 220 Services, including fire, accident, acts of God, war, interruption of telephone or power services and failure of third party providers to 220 Services shall not be a default of 220 Services under this Agreement and the occurrence of such factors shall excuse performance by 220 Services for a reasonable time related to such factors.

2.3 Periodically, links may be established between this website and one or more websites operated or content provided by third parties. 220 Services has no control over any such other websites or the contents therein and neither 220 Services nor its licensors will have any liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement by 220 Services of such websites, the contents of the websites or the operators of the websites.

3. FEES AND PAYMENT

3.1 All fees for Services provided to Client are due and payable in full, in advance of provision of Services. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service. Pricing for services is outlined and agreed to on the 220 Services' Order Verification Form completed by Client. Client agrees to pay the monthly fees for the Services as set forth in the Order Verification Form completed by Client. 220 Social agrees to provide to Client concurrently with any charges a PFD invoice reflecting the charges and the transaction. Such invoice will be provided by email to Client.

For your convenience and continuous Services, if your payment method reaches its expiration date and you do not edit your credit card information or cancel your account, Client authorizes 220 Services to continue billing that credit card on file including extending the expiration date until 220 Services is notified by you or the credit card company that the account is no longer valid. 220 Services encourages you to constantly update your payment method information or cancel your account should you wish to discontinue the Services.

3.2 Initial charges for Services will be paid in advance of service. Thereafter, 220 Social will attempt to charge Client's credit card on the monthly anniversary date of Client first ordering Services. Charges not paid by the due date for any reason will result in a suspension of Services until full payment is received. Suspension of Services for non-payment will not result in a proration of fees. Client agrees that time is of the essence in the payment of charges for the Services.

3.3 Except in the case of a material breach of this agreement by 220 Social, 220 Social does not issue refunds of any fees for any reason.

3.4 The term of this Agreement shall commence on the Effective Date and continue until terminated pursuant to the terms hereof. This Agreement may be terminated by either party for convenience upon ten (10) days notice to the other party prior to a billing cycle. In the event of a material breach not cured within ten (10) days written notice to the beaching party, this Agreement may be terminated immediately upon written notice to the breaching party. Neither party shall be liable for termination of this Agreement in accordance with its terms. Section 2.3, Section 4, Section 5, Section 6 and Section 7 shall survive termination of this Agreement.

4. Client agrees that it is obligated to use and pay for 220 Social's services for a full 6 month minimum period. After the 6th month, there is no further obligation. If the customer cancels before 6 months of service are paid for, Client agrees to pay 220 a $200 termination fee for early termination of the contract.
[INITIAL]5. WARRANTY DISCLAIMERS

220 SOCIAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, THE SERVICES OR ANY MATERIALS OR ASSISTANCE PROVIDED TO CLIENT, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES HAVING ENTERED INTO THIS AGREEMENT WITHOUT RELYING UPON ANY PROMISES, STATEMENTS, ESTIMATES, REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESSED, IMPLIED, ORAL OR WRITTEN.

6. INDEMNITY

Client will indemnify and hold harmless 220 Social and its customers, suppliers, managers, owners, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys` fees) arising out of or relating to any breach by Clients of any of the terms of this Agreement. Client agrees that it shall be solely responsible for complying with all laws, rules and regulations to which Client and its business operations are governed, including, without limitation, all copyright laws and federal and state banking and mortgage laws, and agrees that 220 Social will not have any obligation or liability in connection therewith.

220 Social agrees that (i) it shall be solely responsible for complying with all laws, rules and regulations to which 220 Social and its business operations are governed including, without limitation, all copyright laws and all policies and procedures of the social media outlets (e.g., Facebook, LinkedIn, etc.) and (ii) it shall comply with all standard industry compliance guidelines of Client which Client provides to 220 Social in writing.

7. LIMITATION OF LIABILITY

220 SOCIAL SHALL NOT BE LIABLE TO CLIENT OR ANY ENTITY OR PERSON CLAIMING THROUGH OR UNDER CLIENT FOR ANY LOSS OF PROFIT OR INCOME OR OTHER INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, WHETHER IN AN ACTION FOR CONTRACT OR TORT, IN CONNECTION WITH THIS AGREEMENTREGARDLESS OF THE THEORY OF LIABILITY INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF 220 SOCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL 220 SOCIAL`S LIABILITY TO CLIENT HEREUNDER EXCEED THE AMOUNT PAID TO 220 SOCIAL BY CLIENT FOR THE PREVIOUS ONE (1) MONTH OF SERVICES. THIS LIMIT IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THE LIMIT. CLIENT HEREBY WAIVES ANY OTHER CLAIMS OR DAMAGES WHATSOEVER IN CONNECTION WITH THIS AGREEMENT AGAINST 220 SERVICES AND/OR ANY OWNERS OR MANAGERS OF 220 SERVICES, EMPLOYEES OF 220 SERVICES AND COMPANIES AFFILIATED WITH 220 SERVICES. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS AND WAIVER OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

8. INDEPENDENT CONTRACTORS

220 Services and Client are independent contractors. Nothing contained in this Agreement shall be construed to constitute the parties as partners, joint ventures or the like.

9. CONFIDENTIALITY

All information obtained by a party to this Agreement from the other, in connection with its activities hereunder, including all technical, marketing, pricing, business and other information shall be treated by the receiving party as confidential and proprietary information of the disclosing party. Receiving party shall not use any such information for its own benefit or for any purpose other than fulfilling its obligations under this Agreement and shall not disclose such information to any third party without the written consent of the disclosing party.

10. MISCELLANEOUS

This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. This Agreement may be amended from time to time in 220 Social's sole discretion, including increases or decreases in fees payable hereunder, provided that 220 Social provides no less than thirty (30) days notice and Client shall have the right to terminate this Agreement without a termination fee if it does not accept such changes. An email communication sent to Client's last known email address will be deemed sufficient notice of any such changes in this Agreement and Client's continued use of the Services after such email shall be deemed acceptance of the amended Agreement unless Client affirmatively terminates this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties` successors and permitted assigns; provided however, that (i) Client may not assign this Agreement, in whole or in part, without 220 Social`s prior written consent and any assignment by Client without such consent shall be null and void and (ii)  (x) 220 Social may assign this Agreement to a purchaser of all or a major portion of the assets of 220 Social and (y) any other assignment by 220 Social shall require the prior written consent of Client and any assignment by 220 Social without such consent shall be null and void. This Agreement shall be governed by and interpreted in accordance with the laws of the state of California without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in San Diego County, California, and the parties hereby consent to the jurisdiction of the state and federal courts located therein. Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via email at the email address for Client last on file with 220 Services and if to 220 Services to service@220social.com or service@220marketing.com. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect. 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.

This Terms of Service Agreement (the "Agreement") sets forth the terms and conditions on which you (the "Client") has engaged 220 Group, LLC, a California limited liability company, dba 220 Local ("220 Local"), to perform certain service as outlined herein. This is a legally binding agreement between you and 220 Local. By becoming a 220 Local Client, you agree to be legally bound by the terms and conditions set forth in this Agreement. The "Effective Date" of this Agreement shall be the date on which you submit your order for Service to 220 Local. This Agreement and the order form together constitute a binding and enforceable contract.

1. SERVICE
   • 1.1 Overview. 220 Local will provide Client with a subscription to the Service, which will enable Client to: view and manage its business listing information on various third party business directories and search engines that participate in the Service (the "Listing Partners") (the "Listing Partner Sites"). The Listing Partners are identified on www.220Marketing.com/services/220-Local/220-local-partners/.
   • 1.2 License. 220 Local hereby grants Client a limited, non-exclusive, non-transferable right and license to access and use the Service solely in connection with Client's legitimate business needs. This license will terminate in the event this Agreement expires or is otherwise terminated, in which case Client will immediately cease any further use of the Service.
   • 1.3 Usage Restrictions. Client's use of the Service is limited solely to those rights granted in Section 1.3. Client shall not copy, prepare derivative works, decompile or reverse engineer the Service. Client will not remove any trademark, copyright, or other proprietary rights notices which appears on the Service. In addition, Client will not use the Service for any unlawful or fraudulent purpose including, but not limited to: (a) impersonating any person or entity or (b) harvesting or collecting any personal information in violation of applicable law.
   • 1.4 Client Content. Client hereby represents and warrants that the client information and content provided in the order form for the Service is true and accurate in all respects. Client acknowledges that a third party service provider to 220 Local in connection with the Service ("Third Party Provider") will be the source of record for Client's business listing information.
   • 1.5 License to Use Client Content. Client hereby grants to 220 Local and to its Third Party Provider a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of 220 Local's business or of its Third Party Provider), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all listing content and other content that Client provides in connection with its use of the Service. 220 Local or its Third Party Provider may sublicense this right to any Listing Partners and other online partners. This license will survive any termination or expiration of this Agreement.
   • 1.6 License to Client Marks. Client hereby grants 220 Local and its Third Party Provider a non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of 220 Local's business or of its Third Party Provider) right and license to use Client's marks on any of 220 Local's websites or of its Third Party Provider's or other marketing materials to indicate your participation in the service. 220 Local may sublicense this right to any of Listing Partners and other online partners. In the event of any termination or expiration of this Agreement, 220 Local or its Third Party Provider will use commercially reasonable efforts to remove your marks from 220 Local's or its Third Party Provider's websites and marketing materials within a reasonable period of time, and to instruct 220 Local's or its Third Party Provider's online partners to do the same.
     
     
2. 220 LOCAL OBLIGATIONS
   • 2.1 220 Local will provide Service to Client in accordance with 220 Local's standard policies and procedures. 220 Local reserves the right to reject Clients for any other reason, or no reason in 220 Local's sole discretion. 220 Local will be responsible for all aspects of providing the Service.
   • 2.2 All of 220 Local's rules, policies and operating procedures concerning privacy, pricing, customer service, and all other aspects of the Service will apply, and 220 Local may change its rules, policies and operating procedures from time to time in its sole discretion. By entering into this Agreement, Client acknowledges that it has received and reviewed such rules, policies and operating procedures and accepts the same.
   • 2.3 Client agrees that any interruption or suspension of the Service due to factors beyond the reasonable control of 220 Local, including fire, accident, acts of God, war, interruption of telephone or power services and failure of third party providers to 220 Local shall not be a default of 220 Local under this Agreement and the occurrence of such factors shall excuse performance by 220 Local for a reasonable time related to such factors.
   • 2.4 Periodically, links may be established between this website and one or more websites operated or content provided by third parties. 220 Local has no control over any such other websites or the contents therein and neither 220 Local nor its licensors will have any liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement by 220 Local of such websites, the contents of the websites or the operators of the websites.
     
     
3. FEES AND PAYMENT
   • 3.1 All fees for Service provided to Client are due and payable in full, in advance of provision of Service. A valid credit card for monthly payment of fees shall remain securely on file to cover monthly recurring charges for service. Pricing for Service is outlined and agreed to on the order form prior to review of these terms.
     
     For your convenience and continuous Service, if your payment method reaches its expiration date and you do not edit your credit card information or cancel your account, Client authorizes 220 Local to continue billing that credit card on file including extending the expiration date until 220 Local is notified by you or the credit card company that the account is no longer valid. 220 Local encourages you to constantly update your payment method information or cancel your account should you wish to discontinue the Service.
   • 3.2 Initial charges for Service will be paid in advance of service. Thereafter, 220 Local will attempt to charge Client's credit card on the monthly anniversary date of Client first ordering Service. Charges not paid by the due date for any reason will result in a suspension of Service until full payment is received. Suspension of Service for non-payment will not result in a proration of fees. Client agrees that time is of the essence in the payment of charges for the Service.
   • 3.3 Except in the case of a material breach of this agreement by 220 Local, 220 Local does not issue refunds of any fees for any reason.
   • 3.4 The term of this Agreement shall commence on the Effective Date and continue until terminated pursuant to the terms hereof. Subject to Section 3.5 below, this Agreement may be terminated by either party for convenience upon thirty (30) days notice to the other party. In the event of a material breach not cured within ten (10) days written notice to the beaching party, this Agreement may be terminated immediately upon written notice to the breaching party. Neither party shall be liable for termination of this Agreement in accordance with its terms. Section 2.3, Section 4, Section 5 and Section 7 shall survive termination of this Agreement.
   • 3.5. Client agrees that it is obligated to use 220 Local's Service for a full twelve (12) month minimum period. After the 12th month, there is no further obligation. If the customer cancels before 12 months of service are paid for, Client agrees to pay 220 a $200 termination fee for early termination of the contract. Except in the event of a material breach of this Agreement by 220 Local, 220 Local does not refund fees and charges for Service for any reason whatsoever.
      [INITIAL]
4. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY
   THE SERVICE AND ANY OTHER SERVICES PROVIDED BY 220 LOCAL OR BY A THIRD PARTY PROVIDER TO 220 LOCAL IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, 220 LOCAL AND ALL THIRD PARTY PROVIDERS MAKE NO, AND DISCLAIM ALL, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. 220 LOCAL AND OTHER WEBSITES, DATABASES AND/OR THIRD PARTY PROVIDER PROGRAMS CONTAINED WITHIN THE SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS AND/OR OTHER LIMITATIONS. 220 LOCAL AND ALL OF ITS THIRD PARTY PROVIDERS HAVE NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR ANY OTHER PARTY'S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY'S USE OF, OR INABILITY TO USE, 220 LOCAL AND OR ITS THIRD PARTY PROVIDERS WEBSITES, DATABASES AND/OR PROGRAMS. 220 LOCAL AND OR ITS THIRD PARTY PROVIDERS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT ANY OTHER PARTY'S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY'S USE OF 220 LOCAL'S AND OR ITS THIRD PARTY PROVIDERS' WEBSITES, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL 220 LOCAL, ITS THIRD PARTY PROVIDERS OR ANY LISTING PARTNER BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF 220 LOCAL OR ITS THIRD PARTY PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 220 LOCAL AND OR ITS THIRD PARTY PROVIDERS WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT, ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE BEYOND 220 LOCAL'S AND OR ITS THIRD PARTY PROVIDERS' CONTROL. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, 220 LOCAL'S AND OR ITS THIRD PARTY PROVIDERS' LIABILITY UNDER ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO $500. TO THE EXTENT ANY LIABILITY OF 220 LOCAL AND OR ITS THIRD PARTY PROVIDERS CANNOT BE DISCLAIMED, EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH LIABILITY SHALL BE DISCLAIMED, EXCLUDED AND LIMITED TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. CLIENT ACKNOWLEDGES THAT THESE LIMITATIONS AND WAIVER OF LIABILITY ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN THEIR ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
   
   
5. INDEMNITY
   Client will defend, indemnify, and hold harmless, 220 local, its Third Party Providers, its third party licensors and Listing Partners, and its affiliates, and each of its and their respective officers, directors, members, managers, employees, sublicensees, contractors and agents (collectively, "Indemnified Parties") from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including reasonable attorney's fees and expenses) arising from or related to: (a) any breach of the Agreement by you (including, but not limited to, any representations and warranties made herein); (b) any violation of any law or regulation arising from or in connection with your participation in the Service; (c) any allegation arising from or relating to any listings or other content provided by you, including, but not limited to, any allegation that any listings content or other content provided by or on behalf of you infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) any claim by any third party related to you or your products or services; and/or (e) any third party dispute with you, any injury suffered by a third party at your place of business or any other related issue.
6. INDEPENDENT CONTRACTORS
   
   220 Local and Client are independent contractors. Nothing contained in this Agreement shall be deemed to imply or constitute either Party as the agent or representative of the other Party, or both Parties as joint ventures or partners for any purpose.
   
   
7. CONFIDENTIALITY
   Client may not disclose the terms or conditions of this Agreement to any third party, except to your professional advisors under a duty of confidentiality or as necessary to comply with applicable laws or regulations.
   
   
8. THIRD PARTY BENEFICIARIES
   Client hereby agrees that all of 220 Locals Third Party Providers providing or in any way involved in the providing of the Service are intended third party beneficiaries of 220 Local under this Agreement and are hereby named under this Agreement as third party beneficiaries of 220 Local.
   
   
9. MISCELLANEOUS
   This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof.
   
   This Agreement may be amended from time to time in 220 Local's sole discretion, including increases in fees payable hereunder. An email communication sent to Client's last known email address will be deemed sufficient notice of any such changes in this Agreement and Client's continued use of the Service after such email shall be deemed acceptance of the amended Agreement.
   
   This Agreement shall be binding upon and inure to the benefit of the parties' successors and permitted assigns; provided however, that Client may not assign this Agreement, in whole or in part, without 220 Local's prior written consent and any assignment by Client without such consent shall be null and void.
   
   This Agreement shall be governed by and interpreted in accordance with the laws of the state of California without regard to its rules pertaining to conflict of laws. Any litigation or dispute resolution related to this Agreement shall take place in San Diego County, California, and the parties hereby consent to the jurisdiction of the state and federal courts located therein.
   
   Except as otherwise expressly set forth herein, any notice required or permitted to be given under this Agreement shall be sufficient if in writing, in the English language, and sent via U.S. Certified Mail, return receipt requested or sent by email at the email address for Client last on file with 220 Local and if to 220 Local to 220Local@220Marketing.com.
   
   If any provision of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, that provision will be severed only to the extent minimally necessary, and the remaining provisions of this Agreement will remain in full force and effect.
   
   Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
   
   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.
   
   CLIENT HEREBY WAIVES ANY RIGHT TO BRING AND/OR TO PARTICIPATE IN ANY CLASS ACTION OR ARBITRATION WITH RESPECT TO THE SERVICE. CLIENT IS GIVING UP ITS RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM IT MAY HAVE AGAINST 220 LOCAL OR A THIRD PARTY PROVIDER INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ACTION OR ANY CONSOLIDATION OF INDIVIDUAL ACTIONS OR ARBITRATIONS. CLIENT HEREBY ACKNOWLEDGES THAT THIS WAIVER IS AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND IN ITS ABSENCE THE TERMS AND CONDITIONS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

It is critical that you thoroughly review this document. By enrolling in any 220 GROUP, LLC Packages and/or services and by clicking the "I HAVE READ AND AGREED TO THE TERMS & CONDITIONS" checkbox displayed as part of the registration and ordering process, you acknowledge and voluntarily bind yourself to the following Terms and Conditions.

This Terms of Service Agreement will establish and explain the terms and conditions on which 220 GROUP, LLC (dba Pay Per Click Professor) provides Pay Per Click Management service to the Client and by entering into this page, you as our Client, acknowledge that you have read, understood, and agree to be bound by all terms and conditions mentioned in this Agreement.  220 GROUP, LLC may establish additional rules or polices from time to time, provided, however, that 220 Group, LLC will provide Client with advance notice of no less than 30 days prior to becoming effective. Client may terminate this Agreement without a termination fee if it does not accept such additional rules or policies. Client's continued use of the Services shall be deemed acceptance of the amended Agreement unless Client affirmatively terminates this Agreement.

The terms and conditions below apply to all pay per click (PPC), cost per acquisition (CPA), and cost per thousand impressions (CPM), display advertising, banner advertising, video advertising, and all other auction or bid forms of advertising on third party ad services.

Third party ad services include but are not limited to Google AdWords, Yahoo Search Marketing, Microsoft adCenter (Bing), Facebook, and YouTube.

1. PPC SERVICE

Keyword Analysis. Upon receipt of the Customer Intake Form completely filled-out by the Client, 220 Group, LLC shall proceed in keyword research using tried and tested techniques, methods, and tools. Our PPC specialists will start the process using Client's keyword suggestions and examine your website as initial analysis. After having performed the keyword research, a recommended keyword list will be sent to Client for review, selection and approval.

Client shall thoroughly review the list sent by 220 Group, LLC and send back an approved list for page optimization to commence. Client may approve it or suggest additional keywords. 220 Group, LLC will only allow up to two (2) rounds for Client to choose the best keywords or key phrases for optimum performance. The approved final list must, however, follow the guidelines set by 220 Group, LLC, attached hereto, in choosing the right keywords. If Client has a list of preferred keywords, 220 Group, LLC PPC specialists will have to approve and analyze them first before optimization moves to the next process. 220 Group, LLC agrees that Client will have full access to view the keywords utilized by 220 Group, LLC from time to time and shall have full access to  its account to view ongoing activity and use of funds.

220 Group, LLC may create landing page(s) that will be uploaded upon prior approval from client.

Client shall carefully read the text, check all links and make sure that design of the pages is consistent with the other site pages. Client will only be permitted to revise his/her landing page twice prior to the time that the landing page goes live. Minor changes on the text, layout, links, and images will be entertained. However, if a material change in the content made by the Client will in the opinion of 220 Group, LLC not perform well in the search engines it will not be processed by 220 Group, LLC .

If Client insists on using its own content, then 220 Group, LLC shall not be responsible for the results and cannot ensure performance on the search engines. . Client shall send a written approval for the optimized pages to be uploaded to website to complete the optimization.

2. FEES AND PAYMENTS

You agree to provide 220 GROUP, LLC with complete and accurate billing and contact information and to keep such information updated. You agree that this Agreement and your User Account data can be used as your express permission to charge your credit card for the Fees as may be accrued through your use of the service. You agree to immediately notify 220 GROUP, LLC if your credit card account becomes unavailable for any reason and you understand that 220 GROUP, LLC is not liable for such interruptions that may affect your ad metrics including loss of profit. If you believe you are not responsible for any of the Fees in your credit card statement, or your account is otherwise incorrect you must contact us in writing within fifteen (15) days of the statement date. You agree that all payment obligations are non-cancelable and all amounts paid are nonrefundable. 220 Group, LLC agrees to provide to Client concurrently with any charges a PFD invoice reflecting the charges and the transaction. Such invoice will be provided by email to Client.

Set-up and One-time Fees. Client agrees to pay 220 Group, LLC the set-up fee. Client further agrees to pay the PPC Management fee amounting to the package price and payment term chosen during which such services are provided. If Client wishes to upgrade the PPC Service, monthly service fees will not prorated.

All rates and prices quoted by 220 Group, LLC are in US Dollars. Merchant name to appear on statement is "220 Group, LLC".

Late Payments. Should Client fail to pay any fees on the date due, 220 Group, LLC shall have the right to make use of any or all of the following:

1. Suspend or terminate any access to any or all of the services of 220 Group, LLC,
2. Terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.

Continuous Payment. The suspension or termination of 220 Group, LLC services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to 220 Group, LLC, attorney's fees, expenses of litigation, and payment of damages. Refunds. All payments made to 220 Group, LLC are non-refundable.

3. NO GUARANTEES

You acknowledge and agree that the availability of 220 GROUP, LLC, as well as any third party advertising provider services (including but not limited to Google AdWords and Microsoft adCenter) and the terms upon which all of the foregoing are available are continually under experimentation and development and may have discrepancies. You acknowledge and agree that 220 GROUP, LLC does not guarantee that your ads will be displayed on the first page of any of the above third party advertisers, and you hereby waive and agree not to assert any such claims under contract law or any other legal theory against 220 GROUP, LLC or the third party advertising providers you access. You acknowledge and agree that 220 GROUP, LLC does not represent or warrant, and specifically disclaims, that the 220 GROUP, LLC service or any third party advertising provider data or data in your User Account or your Client Advertising Account will be available without interruption or without bugs.

4. CANCELLATION

This Agreement will have a fixed term of three months, provided, however, that 220 Group may terminate the Agreement at any time upon thirty (30) days' notice to Client. During the fixed term of three months period, Client may terminate this Agreement upon thirty (30) days' notice and the payment of a $200 cancellation fee. After the fixed term of three months period, this Agreement may be terminated by Client upon thirty (30) days' notice with no cancellation fee. Any termination of this Agreement may be effectuated by phone.

5. LANDING PAGE DEVELOPMENT AND KEYWORD SELECTION ADDENDUM

1. Select keywords that generate quality leads of the types of business requested by the client from the geographic regions designated by the client
2. Logically set up campaigns and ad groups that provide easy and transparent account management and maximizes client opportunities
3. Do not include ads/content/keywords/landing pages with sensitive content (i.e. profanity, rough language, sexually suggestive, juvenile, gross, bizarre, politics, gambling)
4. Optimize landing pages to achieve the highest possible page score utilizing analytical data and 220's search engine marketing expertise/knowledge base
5. Optimize bidding strategies for customer to deliver lowest possible cost per closed sale
6. Modify account settings and strategies over time based on results and/or changes in the client’s business objectives
7. Provide the client with account analytics as requested by the customer within reason
8. All client account information is to be kept strictly confidential
9. Sale of contacts or leads generated for a client to any 3^rd party is strictly prohibited