Services Agreement

KINETIC KNOWLEDGE SERVICES AGREEMENT

This Agreement describes Kinetic Knowledge (hereinafter referred to as “Company”) specifications for any Company provided services including but not limited to: Kinetic Blogs, Blog Writing, Video Tours, VisiStat Analytics, and Push to Call technologies (hereinafter referred to as “Services”) and defines the terms and conditions under which Company will provide such Services to Client.Company agrees to create, service, provide labor for and furnish all parts necessary to maintain Services, in proper operating order subject to the following terms and conditions.

1. Term of the Agreement

1.1 This Agreement shall begin as documented on Sign-up form and once the order is signed.

1.2 The Company may, at its option, immediately terminate this Agreement, or temporarily suspend all of its responsibilities stated in this Agreement, for payment delinquency in any amount in excess of thirty (30) calendar days or for Client failure to perform obligations under this agreement.

2. Charges / Payment

2.1 Setup & Monthly Service Charges for this Agreement shall be executed electronically via monthly email notification. Setup fee is non-refundable and shall be due upon receipt of signed Sign-up form. Monthly Charges for the first month of the term of this Agreement (plus any pro rata portion) shall be due, with all subsequent payments due in advance on the first day of each subsequent month during the term of this Agreement, once client has been provided their Kinetic Blog.

3. Non-Exclusive Agreement

3.1 Non-Exclusivity. Company shall retain the right to perform work of any kind for others during the term of this Agreement.

6. Ownership of Intellectual Property

6.1 All right, title and interest in and to any pre-existing copyrightable works and trademarks of Client shall remain the property of Client, whether or not supplied to Company.

7. Indemnification for Client Content

7.1 As part of the Professional Services, Company may be requested by Client to include in the Project certain materials or content, including copyrights and trademarks, furnished and provided by Client.

7.2 Client agrees to indemnify and hold harmless Company for any claims, losses or damages (including reasonable attorney’s fees and costs) for any third party claims that said Client materials (whether or not incorporated into the Project or used by Company) infringed upon the copyrights, trademarks, trade dress, publicity rights, privacy rights and other rights of others or are in violation of law.

8. Indemnification for Services

8.1 Client agrees to defend, reimburse, indemnify and hold Kinetic Knowledge LLC, and our employees, agents and representatives, harmless from and against any and all claims, actions, liabilities, damages, costs, expenses and fees, including reasonable legal fees (preparatory, defense or otherwise) relating to this Agreement, Kinetic Knowledge Products and Services, or any act or omission in the use of same.

9. Force Majeure

9.1 Company shall not be liable to Client for any failure or delay caused by events beyond Company’s control, including, without limitation, Client’s failure to furnish necessary information; sabotage; failure or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures.

10. Termination

10.1 Either party may terminate this Agreement on a month-to-month basis, with or without cause. Cancellation is effective on the last day of the month in which cancellation notice was provided.

11. Successors & Assigns.

11.1 Except as provided herein, this Agreement may not be assigned or otherwise transferred without the prior written consent of the non-transferring party. In the case of any assignment or transfer which may be permitted under this Agreement, this Agreement or the relevant provisions thereof shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto. Notwithstanding any provisions in this Agreement to the contrary, the parties consent and agree that all rights, duties and obligations of this Agreement shall be fully transferable in connection with a Company acquisition or merger, or in connection with the sale of all or substantially all Company assets.

12. Independent Contractors.

12.1 The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Company shall work exclusively for Company and shall not, for any purpose, be considered employees or agents of Client. Company assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

13. LIMITATION OF LIABILITY.

13.1 NEITHER PARTY WILL BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (II) COST OF PROCUREMENT OF SUBSTITUTE SERVICES.

14. WARRANTIES.

14.1 Client represents and warrants to Company that (i) it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement, and (ii) this Agreement shall not conflict with any other agreement entered into by it. EXCEPT FOR THE FOREGOING WARRANTIES, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, CONCERNING OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTIES OF NON-INFRINGEMENT. IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

15. Entire Agreement.

15.1 This Agreement, including any exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

16. Kinetic Knowledge, LLC reserves the right to change or update this license agreement with 30 days notice.