MySeoNetwork Reseller Agreement -Revised June 2, (800) ; (410)

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1 MySeoNetwork Reseller Agreement -Revised June 2, (800) ; (410) This MySEONetwork Reseller Agreement ("Agreement") is between ICFX Designs, LLC. ("MySEONetwork"), a Maryland Corporation, and the MySEONetwork Authorized Reseller ("Reseller") to provide Affordable Search Engine Optimization ("SEO") to Reseller and Reseller clients on MySEONetwork's network of shared servers. Qualification - Accounts set up by Reseller are subject to the terms and conditions of service of the MySEONetwork SEO Subscription Agreement ("SEO Terms & Conditions"). Relationship - Reseller is an independent contractor and not a partner, joint venture, franchisee, agent, or employee of MySEONetwork. Reseller shall not represent their relationship with MySEONetwork as anything other than an independent contractor or reseller. As well MySEONetwork shall not refer to Reseller as anything other than a reseller, independent contractor, consultant, or other designation as expressed by Reseller and agreed upon by MySEONetwork. Billing - MySEONetwork will bill Reseller by credit card for all services, generally within the first week of each month. Other terms may be extended solely at the discretion of MySEONetwork. Reseller is responsible for billing Reseller's clients. Reseller is solely responsible for income, taxes and expenses related to this Agreement. Bills for partial periods shall be prorated. Discount Structure - Discounts from the MySEONetwork list prices shall be as stated in official, signed Reseller Agreement, and are based on the Reseller Plan chosen. MySEONetwork reserves the right to change the (i) list prices at any time with notice to Reseller and; (ii) discount structure at any time with thirty (30) days advance notice to Reseller. Account Cancellations - Reseller must submit a signed statement to MySEONetwork specifying the date of account termination and reseller client to be terminated. Marketing - Resellers may use the MySEONetwork Authorized Reseller Logos on their web site and on advertisements. To maintain the quality of MySEONetwork advertising and promotional materials, Resellers must submit a copy of any such web pages or advertisements for approval prior to publication. MySEONetwork will review use of logo and notify Resellers of approval within five business days of submission. Termination - Either party may terminate this agreement at any time for any or no reason in such party's sole discretion.

2 Waiver of implied warranties - With respect to the SEO, MySEONetwork provides services to Reseller and Reseller clients on an "as is" basis. INFOTEAM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. Waiver of Damages - MySEONetwork assumes no liability for any loss, injury, claim, liability or damage of any kind including loss of business, lost profits, lost data, or failure of security resulting in any way from Reseller's or Reseller clients' use of the Hosting, including without limitation any errors or omissions, any content, any delay or failure of performance, or the unavailability or interruption of service. Accordingly, MySEONetwork SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, WHETHER OR NOT FORSEEABLE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE WEB HOSTING SERVICES OR THE FAILURE OF A PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY PARTY'S NEGLIGENCE. RESELLER ALSO AGREES TO INDEMNIFY AND HOLD HARMLESS MySEONetwork FROM ANY CLAIMS RESULTING FROM THIS AGREEMENT. Termination of this Agreement shall be Reseller's sole and exclusive remedy for any and all damages or injury. General - If any provisions of this Agreement are deemed invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. MySEONetwork 's failure to enforce any provision of this Agreement shall not constitute or be construed as a waiver of that provision or of the right to enforce it at a later time. This Agreement shall be governed by the laws of the State of Maryland. This Agreement contains the entire understanding between MySEONetwork and Reseller for provision of Hosting. This Agreement supersedes and cancels any and all prior and contemporaneous oral and written understandings or agreements on this subject matter, except the SEO Terms & Conditions. Continued use of MySEONetwork services constitutes continued acceptance of this Agreement, including any and all modified terms.

3 Terms and Conditions MySEONetwork exercises no control whatsoever over the content of the information contained on the servers or passing through its systems. MySEONetwork makes no warranties of any kind, whether expressed or implied, for the service it is providing. MySEONetwork also disclaims any warranty of merchantability or fitness for a particular purpose. MySEONetwork will not be responsible for any direct, indirect, or consequential damages which may result from the use of this service by its customers or any other related or unrelated third parties. This includes loss of data resulting from delays, non-deliveries, misdeliveries, or service interruptions caused by its own negligence or your errors or omissions. MySEONetwork specifically denies any responsibility for the accuracy or quality of information obtained through its services. MySEONetwork SEO Services may only be used for lawful purposes. Transmission of any material in violation of any U.S. or state regulation is prohibited. This includes, but is not limited to: copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret. You agree to indemnify and hold MySEONetwork harmless from any claims resulting from your use of its services which damages you or another party. Any access to other networks connected to MySEONetwork s network must comply with the rules appropriate for that other network. Connectivity is provided for your organization only. Use of MySEONetwork SEO Services to send Unsolicited Commercial (UCE or "spam") may be cause for immediate account termination. This restriction extends to UCE sent from another service but referencing sites on MySEONetwork servers. You agree to pay MySEONetwork its reasonable expenses, including attorney and system administration fees, incurred in responding to complaints and damages caused by the action of sending UCE. Billing for MySEONetwork's service will normally commence when your data files are installed on the MySEONetwork server and can be accessed from the Internet. Service is invoiced monthly in advance and may be cancelled in writing within 30 days notice with no penalty. MySEONetwork reserves the right to change the rates by notifying you 60 days in advance of the effective date of the change. Payment is due 30 days after date of invoice. Accounts are in default if payment is not received within 30 days after date of invoice. If your payment is returned to us unpaid you are immediately in default and subject to a returned check charge of $25 from us. Accounts unpaid 45 days after date of invoice may have their service interrupted. Such interruption does not relieve you from the obligation to pay the monthly charge. Only a written request to terminate your service as described in #5 above relieves you of your obligation to pay the monthly account charge. Accounts in default are subject to an interest charge of 1.75% per month on the outstanding balance. If your state law does not allow an interest rate of

4 % per month, the maximum allowable rate for your state will be charged. If you default, you agree to pay MySEONetwork its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under these Terms and Conditions. These Terms and Conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted. Use of MySEONetwork's service constitutes acceptance of these Terms and Condition GENERAL USAGE: The use of your MySEONetwork account is limited to you. The account may not be transferred to any other person or organization, temporarily or permanently. You agree to accept sole responsibility for any and all use of your MySEONetwork account. Within the usage of your MySEONetwork account, you are prohibited from uploading, storing, distributing, posting, sending, or displaying any unlawful, libelous, threatening, abusive, defamatory, or obscene material or message that would violate the rights of any person or constitute a criminal offense under any local, state, national, or international law. You are further prohibited from uploading, distributing, posting, sending, or displaying any copyrighted or proprietary material without the consent of the copyright owner, including but not limited to print material, documents, logos or trademarks, patents, financial information, and software. MySEONetwork clients are expressly prohibited from displaying, posting, distributing, or linking web sites to "adult" oriented material, pictures, or writings. Any online transactions are solely between you and the seller of the merchandise or services. MySEONetwork accepts no responsibility whatsoever for any of the transaction terms or methods, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance, and delivery. Violating or attempting to violate MySEONetwork system or network security is strictly prohibited, and those undertaking such activity will be prosecuted under criminal and civil liability laws. MySEONetwork will monitor systems and will investigate incidents involving such security violations, and will involve local, state or federal law enforcement if a criminal violation is suspected. Examples of system or network security violations include, but are not limited to: * Unauthorized access to or use of information, systems, or networks, including attempting to test the vulnerability of a system or network or to break or bypass security, password or authentication measures, unless you have obtained prior permission from the owner of the system or network. * Unauthorized viewing or monitoring of data or traffic on any network or system without prior permission from the owner of the network or system.

5 * Interference with system or network service in any part and in any way, including mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks. * Forging identifying information on any type of transmitted data, including any TCP-IP packet header, any part of an header, or a newsgroup posting header.

6 Retail Pricing per keyphrase page: $45 Setup Charge (1 time fee) per keyphrase page for Non-MySEONetwork Members $25 Setup Charge (1 time fee) per keyphrase page for MySEONetwork Members $35 per keyphrase page for 3 months $65 per keyphrase page for 6 months $99 per keyphrase page for 12 months Reseller Commission $15 Setup Charge (1 time fee) per keyphrase page for Non-MySEONetwork Members $5 Setup Charge (1 time fee) per keyphrase page for MySEONetwork Members $5 per keyphrase page for 3 months $10 per keyphrase page for 6 months $15 per keyphrase page for 12 months

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