This Master Services Agreement (the “MSA”) is entered into by and between you (“Client”) and Be Found Online, LLC ("BFO"). This MSA, the BFO privacy policy, and each Statement of Work (“SOW”) executed by the parties are collectively referred to as the “Agreement” that shall govern Client’s receipt of Services from BFO. Client and BFO each agree as follows:

  1. Term. This Agreement shall commence upon the Effective Date and, unless terminated earlier as provided for below, shall remain in effect until all executed SOWs hereto have expired or are terminated (the “Term”). 
  2. Termination
    1. Termination for Cause. At any time during the Term, a party shall have the right to terminate a SOW (a) thirty (30) days after the other party’s receipt of written notice that such party is in material breach of any of the terms or conditions set forth in such SOW, unless such party cures such breach within said thirty (30) day period or the non-breaching party withdraws its notice of termination, (b) immediately upon receipt of written notice by a party if the other party (i) is adjudged insolvent or bankrupt, (ii) institutes or has instituted against it any proceeding seeking relief, reorganization or arrangement under any laws relating to insolvency (and, in the case of any such proceeding instituted against it, the proceeding is not dismissed within sixty (60) days after filing), (iii) makes any assignment for the benefit of creditors, (iv) appoints a receiver, liquidator or trustee of any of its property or assets, or (v) liquidates, dissolves or winds up its business, or (c) immediately upon receipt of written notice if any change occurs in any applicable laws or regulations that would, in that party’s reasonable opinion, render the party’s performance hereunder illegal or otherwise subject to legal challenge.  In the event of any termination for cause of a SOW, Client shall promptly pay all amounts due and owing to BFO pursuant to such SOW.   
    2. Termination for Convenience. At any time during the Term, a party shall have the right to terminate a SOW with thirty (30) days written notice of its intention to terminate. However, Client is responsible for payment of a minimum of ninety (90) days of services, pursuant to such SOW. Should Client decide to terminate prior to ninety (90) days, BFO will invoice Client for remaining fees immediately upon notice of termination. Should Client terminate this contract after ninety (90) days, Client is still responsible for payment of all services provided up to thirty (30) days after written notice has been given.
  3. Services. BFO will provide Client with certain services (the “Services”) as set forth in each SOW mutually agreed upon and executed by the parties.  Client agrees and acknowledges that in connection with providing the Services, BFO may utilize software, tools or technology owned by third parties or may engage independent contractors to assist in providing certain portions of the Services (each a “Technology Provider”).  Each SOW shall set forth the pricing and fees for the Services to be provided pursuant to the applicable SOW and may contain additional terms and conditions that are specific to the Service.  To the extent that any term or provision of a SOW conflicts with these Terms and Conditions, the SOW shall control. 
  4. Fees and Payment for Services 
    1. Fees. The fees for services shall be set forth in the relevant SOW. The fees reflected in such SOW(s) shall be in U.S. dollars.
    2. Invoices. Unless otherwise agreed in a SOW, BFO will provide Client with an invoice on a monthly basis for fees that become due hereunder and each invoice shall be due and payable by Client within thirty (30) days of the date of such invoice. All fees due and payable by the Client to BFO under this Agreement must be paid in U.S. dollars and in full without any deduction, set-off, counterclaim or withholding of any kind unless required by law.
    3. Expenses. Reasonable travel and out-of-pocket expenses, including but not limited to cab fare, parking, and other transportation costs for in office visits are not included in the fees set forth in the relevant SOWs and will be invoiced as a separate line item per Section 4.b, provided that BFO has obtained the advanced written consent of Client.
    4. Taxes. All fees due and payable under this Agreement are exclusive of taxes, which will be added at the prevailing rate from time to time as may be required by law.
    5. Late Payment. Should Client fail to make timely payment on any invoiced amount, (a) Client may accrue late interest at the rate of two percent (2%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) BFO shall, at its option, be entitled to immediately suspend the Services provided hereunder.
    6. Media Placement Payment. If the Services provided involve the purchase of media placement, whether based on CPC, CPM or otherwise, Client agrees to pay all such media charges (including any ad serving or related technology fees) incurred on its behalf in connection with providing the Services.  Client acknowledges and agrees that such media fees charged by BFO shall be based upon tracking provided by the applicable Search Engine.  Client, to the fullest extent permitted by law, waives all claims relating to such media fees (including without limitation any claims for charges based on suspected invalid or fraudulent clicks) unless claimed within fourteen (14) days after the click.  To the fullest extent permitted by law, and regardless of any refunds granted by a Search Engine to BFO in connection with fraudulent or invalid media fees, or otherwise, refunds to Client by BFO (if any) are at the sole discretion of BFO and shall be issued, if at all, only in the form of credit towards future fees.
    7. Payment Information. Client agrees to provide complete and accurate billing and contact information to BFO and to notify BFO of any changes to such information. Client agrees that any credit card and related billing and payment information that Client provides to BFO may be shared by BFO with payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to BFO and servicing Client’s account.  BFO shall not be liable for any use or disclosure of such information by such third parties.
    8. Credit Card Processing Fees. If Client chooses to make payment with a credit card, Client acknowledges and agrees to paying an additional three-and-a-half percent (3.5%) processing fee. BFO may change the credit card processing fee at any time. Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of the new credit card processing fees.  
    9. Form of Payment. All fees shall be invoiced and paid in U.S. Dollars only. All prices mentioned in this Agreement are exclusive of any U.S. sales or use tax.  Neither party will be responsible for the payment of any duties or taxes imposed on the income or profits of the other.
  5. Client’s Responsibilities
    1. Client shall provide BFO with sales and marketing information applicable to the products and services available on its web site (the “Client Site”) from time to time in order to assist BFO with providing the Services. Client grants to BFO a limited, non-exclusive, non-transferable, revocable license to use Client’s trade names, logos, trademarks, service marks, trade dress, Internet domain names, similar proprietary marks and copyrights as is reasonably necessary for BFO to provide the Services under this Agreement.  Client shall, upon request by BFO, provide written confirmation to Search Engines of the existence of this Agreement and Client’s grant of the foregoing.
    2. Client shall be solely responsible for monitoring, operating, maintaining and managing the content of the Client Site.
  6. Indemnification
    1. Client agrees to indemnify, defend, and hold harmless BFO and each Search Engine that displays Client’s advertisements in connection with this Agreement (and their respective officers, directors, employees, shareholders and agents) from and against any and all third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to (i) any breach by Client of this Agreement; (ii) the violation of any applicable law or regulation by Client; (iii) the operation or content of the Client Site or any materials provided by Client to BFO; (iv) the alleged violation or infringement of any intellectual property or privacy rights of any third-party as a result of any materials provided by Client to BFO; or (v) the sale or use by Client of any information collected by Client.  Client acknowledges that each Search Engine that displays Client’s advertisements in connection with this Agreement is an intended third-party beneficiary of these indemnities.  Client agrees that it will not assert a defense based upon lack of privity against any Search Engine seeking to enforce this provision. 
    2. BFO agrees to indemnify, defend, and hold harmless Client, its officers, directors, employees, shareholders and agents from and against any and all third party claims, liabilities, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to (i) any breach by BFO of this Agreement; (ii) the violation of any applicable law or regulation by BFO; or (iii) any alleged violation or infringement of any intellectual property or privacy rights of any third-party by BFO.
  7. Limitation of Liability. Neither Client, BFO nor any Search Engine shall be liable to one another for any special, consequential (even if a party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of this Agreement or its termination; however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses.  Each party hereto waives any claims that these exclusions deprive such party of an adequate remedy.  Except for liabilities resulting from either party’s willful misconduct or recklessness or either party’s indemnification obligations set forth in Section 6 above, each party’s liability hereunder shall not exceed the fees paid or payable by Client under this Agreement within the one-year period immediately preceding the date that the alleged wrongful act first occurred. 
  8. Confidentiality. In connection with entering into and performing under this Agreement, each party may receive or have access to commercially valuable technical and non‑technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including but not limited to, source code and documentation for software, trade secrets, know how, customer lists, pricing strategies, payment terms, the terms of this Agreement, marketing and business plans, information concerning such party’s vendors, and such party’s contemplated plans, strategies and prospects (“Confidential Information”). In addition to the foregoing, each party recognizes that the other party may have received and, in the future, may receive confidential or proprietary information of a third party ("Third Party Confidential Information").  Any Third-Party Confidential Information disclosed by one party to the other party shall be deemed to be the disclosing party’s Confidential Information.  Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party and will similarly bind its employees.  Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.  If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible. Notwithstanding the foregoing, Confidential Information shall not include, and neither party will be liable for disclosure of, any information received by the receiving party under this Agreement if the information: (i) is or becomes generally available to or known to the public through no wrongful act of the receiving party; (ii) was previously known by the receiving party through no wrongful act of receiving party; (iii) was independently developed by the receiving party without reference to the Confidential Information; or (iv) was lawfully disclosed to the receiving party by a third party under no obligation of confidentiality to the other party.
  9. Data Ownership. As between Client and BFO, Client shall own all data specifically attributable to Client that is collected by BFO in connection with providing the Services hereunder.  Notwithstanding the foregoing, BFO may use and disclose the data derived in connection with providing the Services (i) to the extent necessary to provide the Services, perform its obligations and enforce its rights hereunder, (ii) for BFO’s reporting  purposes, consisting of compilations of aggregated statistics about the Services that may be provided to customers, potential customers and the general public, provided however, that such statistics shall not include any personally identifiable information or identify Client and (iii) if required by court order, law or governmental or regulatory agency.
  10. Representations and Warranties. BFO and Client each represent and warrant to each other that: (a) such party has all necessary right, power and authority to enter into this Agreement and to perform its obligations hereunder, (b) nothing contained in this Agreement or required by such party’s performance under this Agreement will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, including, without limitation, obscenity, privacy and defamation laws and (c) the performance of this Agreement shall not infringe upon or violate the Intellectual Property or privacy rights of any third party.  Each person executing this Agreement in a representative capacity represents and warrants that he or she is authorized to act on behalf of the represented entity and to bind such entity to the terms and conditions set forth herein.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, NEITHER CLIENT NOR BFO MAKE, AND EACH SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR, PURPOSE, REGARDING PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT.  THE SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS-IS” AND BFO MAKES NO WARRANTY OR GUARANTEE REGARDING POSITIONING, LEVELS, QUALITY, OR TIMING OF: (I) COSTS PER CLICK; (II) CLICK THROUGH RATES; (III) AVAILABILITY AND DELIVERY OF ANY IMPRESSIONS; (IV) CLICKS; (V) CONVERSIONS OR OTHER RESULTS FOR ANY ADS; (VI) THE ADJACENCY OR PLACEMENT OF ADS BY ANY SEARCH ENGINE.  CLIENT UNDERSTANDS THAT THIRD PARTIES MAY GENERATE IMPRESSIONS OR CLICKS ON CLIENT’S ADS FOR PROHIBITED OR IMPROPER PURPOSES, AND CLIENT ACCEPTS THE RISK OF ANY SUCH IMPRESSIONS AND CLICKS; AND (VII) BFO’S OR ANY SEARCH ENGINE’S OR TECHNOLOGY PROVIDER’S SYSTEM UPTIME. 
  11. Search Engine Agreements. In connection with providing certain types of Services (e.g., Paid Search management services), BFO may utilize the services various search engines, social media publishers and other web publishers (hereafter collectively referred to as “Search Engines”).  In the event that the Services involve the use of Search Engines, then upon execution of this Agreement, Client will provide BFO administrative access to its existing Search Engine accounts or, to the extent that such accounts do not exist, Client authorizes BFO to create and configure paid media account(s) on Client’s behalf.  In creating such accounts, Client acknowledges that BFO will consent to the Search Engine user agreements on behalf of Client (the “Search Engine Agreements”) and that such Search Engine Agreements will contain certain duties, obligations and limitations imposed upon Client and may contain provisions that conflict with this Agreement.  Notwithstanding any provision of this Agreement to the contrary, Client hereby agrees to be bound by all terms and conditions set forth in the Search Engine Agreements.  To the extent the specific terms of this Agreement conflict with the provisions of the Search Engine Agreements, the Search Engine Agreements shall control.
  12. Service Specific Terms. The following provisions apply with regard to the specific Service provided pursuant to a SOW executed by the parties.
    1. Paid Media Solutions – Unless otherwise set forth in a particular SOW, Client shall be responsible to provide billing and payment information to each Search Engine so that all media (i.e., click or otherwise) charges will be invoiced by the Search Engine directly to Client. Due to budget tracking and pacing restraints in the Search Engines themselves, Client agrees that any media managed by BFO on Client's behalf may be greater or less than the planned budget by up to five percent (5%). BFO does not guarantee full coverage and/or placement with the Search Engines and the parties acknowledge and agree that BFO and Client are subject to the Search Engine’s determination regarding placement, targeting parameters, etc. Accordingly, BFO shall not be liable for any conduct, act or omission by any Search Engine.
    2. Organic Media Solutions - Client acknowledges that implementation of Search Engine Optimization/Consulting Services will require modifications to the Client web site which may include changes to site titles, meta data, copy, structure, linkage as well as other factors that influence higher index visibility and keyword ranking.  BFO will track one hundred fifty (150) keywords and three (3) competitors per domain. Client acknowledges keywords and competitors over those thresholds will require additional fees. BFO will provide program strategy and tactical recommendations as set forth in the SOW.  Unless specifically stated to the contrary in a SOW, Client will be solely responsible for providing appropriate personnel to implement the recommendations provided as part of the Services and Client shall be solely responsible for, operating, maintaining and managing the all aspects of the Client Site.  As part of this Service, BFO may engage in generating website content on behalf of Client.  All such content shall be made available to Client prior to publication.  It is Client’s sole responsibility to ensure the accuracy of all such information and BFO shall not be liable for any inaccuracies contained therein.
    3. Analytics Solutions – BFO endeavors to obtain complete and accurate data available through Google Analytics; however, BFO shall not be liable for any delays or errors or omissions in the Google Analytics data (including the temporary or permanent inability to obtain such data). In the event BFO becomes aware of a problem with the Google Analytics data, BFO will: (a) promptly investigate the cause of any Google Analytics problem; (b) take commercially reasonable steps to rectify the problem; and (c) advise Client of the status of the efforts undertaken with respect to such problem.
  13. Miscellaneous
    1. Jurisdiction and Governing Law; Waiver of Jury Trial. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Illinois without regard to its conflict or choice of law provisions. Any legal action or proceeding relating to this Agreement or the provision of the Service shall be brought exclusively in the state or federal courts located in Cook County, Illinois.  Client hereby submits to the exclusive jurisdiction of such courts and agrees that venue is proper in those courts for any such legal action or proceeding.  The parties hereby agree to waive any right to trial by jury for any claim arising out of or relating to this Agreement or the Services provided hereunder.  The prevailing party in any legal action or proceeding brought to enforce this Agreement shall be entitled to recover from the other the reasonable attorney’s fees, costs and expenses incurred in pursuing such legal action.
    2. Notices. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (a) upon delivery when delivered in person; or (b) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service, to Client at the address provided by Client or to BFO at 3304 North Lincoln Avenue, Suite A,  Chicago, Illinois 60657.
    3. Successors and Assigns. This Agreement may only be assigned by a party upon obtaining the prior written consent of the other party.  This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
    4. Modification of Terms. No change, amendment or modification of any provision of this Agreement shall be valid unless in writing signed by both parties.
    5. Relationship - Independent Contractors. Client and BFO are independent contractors and nothing in this Agreement will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between the parties. Except as otherwise provided in this Agreement, neither party has or may represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party.
    6. If Client is an advertising agency or otherwise acting on behalf of another person or entity (each an “Advertiser”), such Advertiser shall be identified in the applicable SOW.  All references to Client in this Agreement and each applicable SOW (other than references in this Section 12(f), shall be deemed to include Advertiser. (By way of example only, “Client shall protect any passwords, access codes . . .” shall be read to mean that “Client and Advertiser shall protect any passwords, access codes. . .”).  Client represents and warrants that it has been appointed as an agent of Advertiser that Client is duly authorized to execute this Agreement and each applicable SOW on behalf of Advertiser and has full power and authority to bind Advertiser to all terms and conditions contained in this Agreement and each SOW.  Client shall be jointly and severally liable for all obligations (including, but not limited to payment and indemnification obligations) under this Agreement and each applicable SOW, and Client waives any rights that might require BFO to proceed against Advertiser prior to proceeding against Client.
    7. No Waiver and Severability. No waiver by any party to a breach of this Agreement shall constitute a waiver of any provision of this Agreement or of any subsequent or other breach or default under this Agreement. In the event that any portion of this Agreement is held to be invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and the remaining provisions of this Agreement shall remain in full force and effect.
    8. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, and upon the occurrence of any of the foregoing, the non-performing party will be excused from further performance of its obligations caused by such event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
    9. Construction of Agreement. Each party and its counsel have had the opportunity to participate fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement.
    10. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement.
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