LOCAL SEARCH ENGINE OPTIMIZATION (SEO) TERMS: SECTION 1: DRIVEN DIGITAL S LOCAL SEO SERVICES WILL INCLUDE (BUT ARE NOT LIMITED TO):

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1 LOCAL SEARCH ENGINE OPTIMIZATION (SEO) TERMS: These Terms and Conditions ("Terms") are a legally binding contract between Driven Digital and you (the Customer ), as a user of or subscriber to Driven Digital s Local SEO Services ( Services or Local SEO ). By using Driven Digital s Services, you accept all the terms and conditions of the Terms. Your continued use of our Services after any such changes have been made will signify your assent to the changed Terms. Driven Digital offers the service to you conditioned on your acceptance without modification of this agreement. Your use of the Services constitutes your acceptance of this agreement. This agreement contains disclaimers of warranties and liability. 1. Driven Digital will provide Customer with Local Search Engine Optimization Services (hereinafter referred to as LOCAL SEO ) as described in these Terms. Driven Digital will use a combination of local listings, analytics and markup (depending on the Local SEO plan that the Customer selects) to improve the Customer s online presence. 2. Each month s costs must be paid in full prior to the start of that month s LOCAL SEO Services. Driven Digital's LOCAL SEO services are intended to serve two main purposes: 1) to provide the Customer with increased exposure in search engines, and 2) to drive targeted online traffic to the site. SECTION 1: DRIVEN DIGITAL S LOCAL SEO SERVICES WILL INCLUDE (BUT ARE NOT LIMITED TO): ESTABLISH LISTING BASELINE ESTABLISH NAP (ACCURATE & CONSISTENT NAME, ADDRESS AND PHONE NUMBER) COMPILE COMPANY INFO FOR ACCURATE LIST BUILDING LINK EXISTING ACCOUNTS FOR EASY POSTING (FACEBOOK, FOURSQUARE AND GOOGLE+) GOOGLE ACCOUNT CREATED*** SITEMAP GENERATION AND SUBMISSION ONE-TIME SEARCH ENGINE SUBMISSION GOOGLE WEBMASTER TOOL ACCOUNT ESTABLISHED GOOGLE ANALYTICS ESTABLISHED AND INSTALLED 50+ QUALITY LOCAL LISTINGS ACCESS TO MAINTAIN AND EDIT LOCAL LISTINGS INFORMATION ABILITY TO PUSH POSTS TO LINKED ACCOUNTS (FACEBOOK, FOURSQUARE AND GOOGLE+) MONTHLY SEO REPORTS MONTHLY SEARCH ENGINE SUBMISSION* SITEMAP MAINTENANCE AND RE-SUBMISSION* LOCAL SEARCH ENGINE SUBMISSION* DUPLICATE SUPRESSION* 1 P a g e

2 ON-SITE LOCAL OPTIMIZATION* ** KML FILE GENERATED AND AUTOMATICALLY ADDED TO YOUR XML SITEMAP (NEEDED FOR GOOGLE)* ** ADDRESS OUTPUT IN SCHEMA.ORG FORMAT* ** OPEN HOURS OUTPUT IN SCHEMA.ORG FORMAT* ** ACCESS TO: SHOW GOOGLE MAPS (INCLUDING A ROUTE PLANNER)* ** *Only available to Customers who subscribe to the Enhanced Local SEO Plan **Only available for WordPress sites. Driven Digital must have access to the dashboard to implement certain plan features. Not all features may be compatible with all sites. *** If needed. Some features of these plans require access to a Google account for your company in order to complete. Driven Digital's ability to provide these services depends on the Customer s cooperation. SECTION 2: FOR THE PURPOSES OF RECEIVING PROFESSIONAL LOCAL SEO SERVICES, CUSTOMER AGREES TO PROVIDE THE FOLLOWING: Administrative/backend access to the website. Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary. Assistance establishing and compiling Verification Pins as necessary. It is the Customer s responsibility to provide these pins to Driven Digital as the Customer receives them. Unlimited access to existing website traffic statistics for analysis and tracking purposes. Authorization to use customer pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Driven Digital for Local SEO purposes. Access to the Customer s business Google account or authorization to create a Google account for the Customer s business. Access to select social media accounts in order to set up Posting functionality. SECTION 3: CUSTOMER MUST ACKNOWLEDGE THE FOLLOWING WITH RESPECT TO LOCAL SEO SERVICES: PAYMENT Customer is responsible for ensuring that the payment method associated with their subscription is up to date, that information posted in connection with it is accurate and that they are authorized to use the credit card. Cancellation does not entitle the Customer to a refund. The Customer will continue to have access to the Services they ve paid for until the end of their subscription term, but will lose access if the subscription is not in good standing. 2 P a g e

3 All fees are non-refundable. Driven Digital is not obligated to provide the Customer a refund at any time. If the Customer chooses to cancel or downgrade their subscription during their subscription term, they will not be refunded, in whole or in part. Additional Services not listed herein (such as managing pay-per click campaigns, copywriting, etc.) may be available for an additional cost. Any Services not explicitly agreed to within the Terms will not be performed for the price agreed upon, without a written agreement to amend this document or a separate Agreement. You agree that your rights in a subscription may be dependent upon demonstrating that you have paid for the subscription. You acknowledge that if you sign up for any Services and pay via credit card, and Driven Digital cannot charge your credit card at renewal, Driven Digital may cancel your subscription and you may lose access to the Services and any data associated with your subscription. SEO METHODS AND WARRANTIES Driven Digital has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Customer s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Driven Digital does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist. Driven Digital assumes no liability for ranking/traffic/indexing issues related to Google penalties. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional LOCAL SEO. Linking to bad neighborhoods or getting links from link farms can seriously damage all LOCAL SEO efforts. Driven Digital does not assume liability for the Customer s choice to link to or obtain a link from any particular website. Driven Digital is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Customer s website. Driven Digital is not responsible for the Customer overwriting LOCAL SEO work to the Customer s site. (e.g., Customer/webmaster uploading over work already provided/optimized). RIGHTS, RESPONSIBILITIES & AUTHORIZATION The Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Driven Digital for inclusion on the website above are owned by the Customer, or that the Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Driven Digital and its subcontractors from any liability or suit arising from the use of such elements. 3 P a g e

4 By subscribing to one of Driven Digital s Local SEO Plans, you acknowledge and warrant that you own each listing or are otherwise authorized to represent the business location as of the date you make any payment. You agree to review and confirm the accuracy of submitted information about a listing periodically throughout any Term. You acknowledge that your business location listing(s) may be transferred to another person or entity if that person or entity can reasonably demonstrate ownership of those business location(s), and this will not entitle you to a refund. You acknowledge that another agent may submit information to Driven Digital or a location listing provider which may override information you submitted about a business location. You acknowledge that the Services detailed in the Terms involve sending location data to third party location listing providers who will then have the right to use this data in any way they wish, and that Driven Digital has no control over this data once it is pushed to third parties. You acknowledge that location data aggregators and business listing services are not obligated to accept your listing, or any or all of the information you submit via Driven Digital related to a business location. You acknowledge that Driven Digital reserves the right to change the mix of business listing services in current and future Terms at our discretion. The Services are available only to Customers: o Who are human (not bots, except for certain authorized API users) and 18 years of age or older. o Who submit truthful and accurate information about themselves and maintain the accuracy of such information. o Who do not impersonate any other person or entity or otherwise misrepresent their identity. o With a valid address. You agree to inform Driven Digital immediately upon learning of a security breach that relates to your account or a third party's improper use of the Services in connection with your account. SECTION 4: USER GENERATED CONTENT Any information, profiles, data, text, links, articles, software, photographs, graphics, video, music, sound, messages, or other materials that a User uploads, publishes or displays in connection with the Services, whether publicly posted or privately transmitted, shall be referred to herein as "User Generated Content." USER OBLIGATIONS Users assume the following obligations with User Generated Content: Users assume legal responsibility for all User Generated Content. Users agree that no copyright, trademark, trade secret, publicity or privacy rights, or other intellectual property rights are being violated by your posting, transmission or sharing of any User Generated Content. 4 P a g e

5 Users agree not to post, transmit, or share User Generated Content that User does not have permission to post, transmit or share. DRIVEN DIGITAL S OBLIGATIONS Driven Digital assumes no obligations to screen and does not routinely pre-screen User Generated Content in connection with the Services. Driven Digital does not guarantee the accuracy, integrity, appropriateness, quality, or validity of User Generated Content. User Generated Content does not necessarily represent the views or opinions of Driven Digital and under no circumstances will Driven Digital be liable in any way for any User Generated Content, including without limitation liability related to any loss or damage of any kind incurred as a result of the use of any User Generated Content posted, ed, or otherwise. As such, you are solely responsible (at your own expense) for creating backup copies and replacing any User Generated Content you provide to Driven Digital. Driven Digital assumes no obligation to maintain or store your content. Driven Digital may delete, modify, or restrict the display of User Generated Content at any time for any reason, including but not limited to a change in Subscriber account level, Services cancellation or violation of the Terms; once deleted, User Generated Content may not be retrieved. DRIVEN DIGITAL S PERMITTED USE When you post User Generated Content, you authorize and direct Driven Digital to make such copies as Driven Digital deems necessary to facilitate the posting and storage of User Generated Content and provide the Services to you. You further authorize Driven Digital to anonymize and aggregate User Generated Content, including data associated with your social media profiles. You authorize Driven Digital to use such content, by way of example and not limitation, for benchmarking, research and development, data products, or other marketing purposes. By choosing to post, upload, or transmit data to the Sites, you grant Driven Digital, its affiliates and partners an irrevocable, perpetual, worldwide, royalty free, non-exclusive license (with the right to sub-license) to use anonymized and aggregated User Generated Content, in all present and future media, and in any manner relating to the Services. SECTION 5: SERVICES LIMITATIONS Driven Digital may establish limits concerning use of the Services at its discretion, including by way of example the frequency with which you may access the Services or your ability to post User Generated Content. Driven Digital reserves the right to modify or discontinue the Services (including any part or feature thereof) at any time without notice. You agree that Driven Digital shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. 5 P a g e

6 SECTION 6: COOPERATION The customer agrees to grant access to personnel and information necessary for completion of the project. The customer also agrees to provide timely input, feedback and assistance as needed to complete the tasks outlined in the Terms in an efficient and timely manner. The customer understands that lack of active and timely participation of the customer does not constitute grounds for non-payment of the fee in whole or part or the dishonoring of any project invoices. SECTION 7: CHANGES TO THE PROJECT If, during the course of the execution of the project, Driven Digital and the customer agree to modify the nature and scope of the project, Driven Digital and the customer will execute either: a written amendment to the existing Terms or a new Term Sheet describing the nature, scope and related costs of the revised project and shall be a binding agreement on both parties. SECTION 8: MISCELLANEOUS Venue and Dispute Resolution: This Term Sheet shall be governed by and interpreted in accordance with the laws of the State of Oklahoma. Any legal action or proceeding arising out of or in connection with this Term Sheet shall be brought solely in: (1) the State of Oklahoma District Court in and for Mayes County, Oklahoma; or (2) the United States District Court for the Western District of Oklahoma (but only to the extent that federal law governs or to the extent that jurisdiction may not be obtained in the state courts). The parties hereto accept, acknowledge and agree to the exclusive jurisdiction of such courts. Driven Digital may be sued as an entity only, and no principal, officer, employee or contractor of Driven Digital may be sued in that individual s individual capacity. The customer expressly agrees that any judgment or award obtained against Driven Digital in any action or proceeding may only be collected from Driven Digital assets and not from the personal or separate assets of any individual. No waiver by a party of any provision of this term sheet shall operate as, or be deemed to be, a continuing waiver of such provision or of any similar or dissimilar provision, unless such waiver is contained in a written instrument signed by all parties. The Terms constitute the entire understanding and agreement of the parties hereto with respect to the subject matter herein and supersede any and all prior understandings and agreements. The Terms may not be amended or modified except in writing signed by all parties. ACKNOWLEDGEMENT OF ACCEPTANCE IN WITNESS WHEREOF, the parties hereto, or their authorized representatives, have executed this Term Sheet (the "Terms"). 6 P a g e