1st on the List Terms & Conditions Agreement

Article 1 Commencement Date

THIS AGREEMENT is to commence upon the date as indicated within the signed agreement page found attached to the proposal.

Article 2 Description Of Parties

BETWEEN:

1st on the List Promotion Inc., whose address is:

201-33119 South Fraser Way, Abbotsford, BC, V2S 2B1, Canada,

hereinafter referred to as the “Provider”

AND:

The Purchaser with Company Name and Address as indicated within the signed agreement page found attached to the proposal; hereinafter referred to as the “Purchaser.”

Article 3 Recitals

WHEREAS the Provider offers Pay-Per-Click (PPC) and internet marketing services (hereinafter referred to as “PPC Services”)

AND WHEREAS the Purchaser is interested in utilizing the PPC Services of the Provider

AND WHEREAS the Provider desires to offer PPC Services to the Purchaser, and the Purchaser wishes to contract PPC Services from the Provider

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:

Article 4 Definitions and Interpretations

4.1 For the purposes of this Agreement, the following terms shall have the following meanings:

(a) “Commencement Date” shall be the date of approval of this Agreement as set forth in Article 1 of this Agreement.

(b) “Party” and “Parties” shall mean a party and the parties to this Agreement, respectively.

(c) “Search Engine(s)” shall refer to searchable indexes available on the World Wide Web for locating relevant websites and website pages that match a particular keyword search or query, specifically: Google™, Yahoo™ and Bing Search™.

(d) “Search Engine Results Pages” (SERPs) shall refer to the results that a Search Engine displays in response to a keyword search or query.

(e) “Search Engine Optimization” (SEO) or “Optimization” shall mean the process of making changes to the code, content and/or structure of one or more website pages for the purposes of ranking in one or more internet Search Engines. SEO is a separate service, and not to be confused with Pay-Per-Click (PPC).

(f) “Purchaser’s Specified Website” shall mean the website domain provided by Purchaser for Optimization by Provider.

(g)“Keyword(s)” “Keyword Phrase(s)” “Keyword Term(s)” or “Search Term(s)” shall mean word(s) phrase(s) or term(s) entered by a searcher into the search form or search bar of an internet Search Engine to locate relevant websites.

(h) “Ranking(s)” shall refer to the number of positions a website has on Search Engine Results Pages when a specific Keyword Phrase is searched for, and may be comprised of listings from one or any combination of Search Engines, with each occurrence counting as one Ranking.

(i) “Visitor(s)” shall mean any person, web surfer/browser and/or user that visits Purchaser’s Specified Website.

(j) “Traffic” shall mean the volume of Visitors to Purchaser’s Specified Website.

(k) “Directory” and “Directories” shall mean searchable indexes available on the World Wide Web that contain pages of outgoing hypertext links organized by subject, by category, and by sub-categories.

(l) “Pay Per Click” (PPC) shall refer to the process of purchasing textual advertisements on Search Engine or Directory Results Pages. Advertiser pays an agreed amount for each click delivered to his or her site from a link or listing keyed to a specific Search Term. The details on how and where the advertisement appears on the results page may vary depending on bid amounts, relevance, click through rates (CTR) and other factors.

(m) “Related Services” shall mean any service supplied by Provider in relation to internet marketing that is not part of PPC Services, including but not limited to: domain registration, website hosting, search engine optimization, website design, graphics design, content writing, and consultation.

(o) “Paid Advertising” shall refer to the process of purchasing advertisements on Search Engines, Social Media Platforms, or Independent Websites. Advertiser pays an agreed amount for each click or impression based on a competitive auction between advertisers. The details on how and where the advertisement appears on the results page may vary depending on bid amounts, relevance, click through rates (CTR) and other factors.

(p) “Conversion” shall refer to the completed action an individual user has done on your site. Examples of a “conversion” could be a completed purchase, PDF download, page visit, time-on-site, and/or form submission.

(q) “Ad Retargeting” shall refer to a cookie-based technology that uses simple Javascript code to anonymously ‘follow’ your audience all over the Web. Ad Retargeting is a separate service, but can be added onto any PPC Campaign for an additional charge.

4.2 In this Agreement, unless the context requires otherwise, the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and render the gender neutral; and words importing persons shall include associations, partnerships and corporations and vice versa.

4.3 For purposes of this Agreement, an entity shall be related to or affiliated with a Party if one of them is a subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person. If two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with or related to each other.

4.4 Unless the context of this Agreement requires otherwise, reference in this Agreement to a numbered or lettered article, section, subsection, or paragraph refers to the article, section, subsection, or paragraph bearing that number or letter in this Agreement. A reference to “this Agreement,” “herein,” “hereof,” “hereunder” or similar terms refer to this Agreement as a whole, together with any amendments to this Agreement.

4.5 All references in this Agreement to dollar amounts are to Canadian or US Funds as detailed on the signed agreement page attached to the proposal.

Article 5 PPC Services

5.1 Provider shall perform PPC Services for the Purchaser’s Website as specified within the signed agreement page found attached to the proposal.

5.2 PPC Services may include:

(a) PPC campaign creation, transition, and initial audit

(b) Keyword Research and analysis for a number of Keyword Phrase

(d) Optimization of Purchaser provided content as outlined in Article 8.3 (c) utilizing Keywords to optimize for ad relevancy, as determined by Provider.

5.3 Services regarding landing pages, website content, website design, and conversion rate optimization are not the responsibility of the Provider, unless otherwise stated by the Provider. If such a change is necessary additional funds and time will be charged to the Purchaser.

5.4 Purchaser is required to provide content as outlined in Article 8.3 (c) for the creation of new website pages. Should the Purchaser choose not to provide such content or require further assistance not outlined within the boundaries of this agreement, Provider will supply Related Services for the additional costs of $200 per page (200 to 400 words a page) for content writing, and $120 per hour for consultation. Both parties prior to any Related Services being performed shall mutually agree upon such additional services. Allocation of time is subject to availability.

5.5 If PPC Services and/or Related Services are to be provided at Purchaser’s facilities, then an additional fee of $800 will be charged per day that a representative of the Provider is required to be present at the Purchaser’s facilities. Furthermore the Purchaser shall reimburse Provider for reasonable expenses for travel, accommodations, and such other reasonable costs as are incurred by Provider in connection with the provision of such technical support. Purchaser shall reimburse Provider within (30) days of Purchaser’s receipt of documentation of such expenses.

Article 6 Remuneration

6.1 Purchaser shall pay to Provider the fees as outlined within the signed agreement page attached to the proposal. Such fees are to include the following:

(a) PPC Set up Fee – Such a fee may include services such as account creation, account transition, keyword research, and initial account audit. Setup cost is to normally be paid in the first month of signing the PPC agreement, unless otherwise stated by the Provider.

(b) Monthly Optimization Fee – Such a fee may include services such as Campaign Optimization, Custom Reporting, and Client Consultations. Monthly cost is to be paid monthly for a suggested period of no less then 3 months and begins upon completion of Setup.

(c) Ad Spend – Such a cost must be paid directly to the Search Engine, Social Media Platform, or Independent Website. Monthly cost is to be paid monthly dependant on the number and cost of Clicks. Purchaser understands that the Provider is not responsible, or liable, for any Ad Spend incurred throughout the lifetime of the PPC campaign.

(d) Service Fee – Such a fee may include specific services that are not combined into a full optimization package and are usually but not limited to such services as PPC Assessment, Advanced Keyword Research, Analytics Setup, Content Development, Web Design and other services as outlined within the signed agreement.
Payment for these services must be paid in full prior to project start.

6.2 Purchaser shall pay and satisfy the fees set of this Agreement by payment to, or to the order of the Provider, by check or valid credit card (Visa, MasterCard, or American Express) in CAD or USD, whichever is specified within the signed agreement page attached to the proposal.

6.3 Purchaser shall pay and satisfy the fees according to the payment schedule set out in within the signed agreement page attached to the proposal with invoiced payments due no later than thirty (30) days from invoice date.

6.4 There shall be a 1.5% late penalty per month or part of month for any payment amounts owed by Purchaser that are past due.

6.5 If Purchaser is past due by more than 60 days on any payment to Provider, Provider may discontinue its PPC Services and/or Related Services without further notice to Purchaser. Purchaser shall still pay all outstanding fees and late penalties up to and including the third month that payment is past due.

6.6 There shall be no reimbursement with regard to remuneration under this Agreement. Any fees paid hereunder are non-refundable.

Article 7 Intellectual Property and Copyright

7.1 Purchaser warrants that it has given Provider the right to use specific Keywords or intellectual property and hereby grants Provider the right to use such Keywords or intellectual property, if any, solely in connection with Provider’s promotion of, referencing of, cataloging of, or indexing of Purchaser’s Specified Website.

7.2 Purchaser hereby agrees that any material submitted to Provider for publication will not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything libelous or harmful.

7.3 Purchaser agrees to hereby indemnify and hold Provider harmless from and against any and all claims by any third party (including reasonable attorneys’ fees) that the use by Provider of any of Purchaser’s intellectual property pursuant to this Article 7 infringes on the intellectual property of such third party.

7.4 The Parties agree that they shall keep confidential any proprietary, business, trade secret, copyright, patent, prices, or other such information of the other, or any of their subsidiaries, affiliates, vendors, suppliers, or customers, and shall not release same without the express written consent of the other. The terms of this Article 7.4 shall survive the termination of this Agreement. In the event that a third party disputes information provided by Purchaser to Provider, Provider reserves the right to disclose only the identity of Purchaser.

Article 8 Indemnification and Access

8.1 Purchaser shall indemnify and save harmless Provider and Provider’s directors, officers, employees, agents and assigns from and against all claims, actions, obligations, liabilities, damages, losses and judgments, including any incidental costs and expenses arising out of or in connection with a breach by Purchaser of its obligations hereunder.

8.2 Purchaser acknowledges that Provider is a specialist and does not profess expertise in Purchaser’s area of business. Purchaser is responsible for, and Provider has no liability for, the content, trademarks and other aspects of the website that are related to Purchaser’s business, industry, and competitors.

8.3 Purchaser agrees to provide the following:

(a) Purchaser must supply Provider with current passwords and user IDs needed to gain remote access to Purchaser’s accounts, software or similarly functioning software. Provider is responsible for maintaining confidentiality of the passwords and user IDs.

8.4 Purchaser acknowledges that problems related to web servers, website design, content, and multiple domains can pose serious obstacles to User Experience and/or campaign performance and hereby agrees to the following:

(a) Purchaser will endeavor to resolve all web server setup and/or website design related issues as expeditiously as possible.

(b) Purchaser agrees that Provider will be made aware of work done on the website during the PPC campaign.

(c) Purchaser agrees not to remove or erase any web pages being used by Provider without the consent or instruction of Provider.

(d) Purchaser agrees not to duplicate the PPC campaign created and being optimized by Provider unless agreed to in writing by both Parties.

(e) Purchaser must not provide any domain to Provider that has previously been banned from submission to any Online Advertising Platform.

(f) Purchaser’s Specified Website, web pages and server must remain accessible for website Traffic a minimum of 99% of the time (i.e. Purchaser’s server must not be down for any extended length of time) within the specified Agreement period.

(g) Purchaser warrants that all documents received from Provider for Purchaser approval will be responded to within five (5) business days. Failures by the Purchaser to respond to Provider within thirty (30) days will result in additional fees to update work previously completed by Provider. Provider warrants that documents received from Purchaser will also be responded to within five (5) business days.

Article 9 Term and Termination

9.1 The Term of this Agreement, subject to the prior renewal or termination of this Agreement pursuant to the terms and conditions hereof, is from the Commencement Date until the end of the Optimization stage.

9.2 Upon completion of the first three (3) months of this Agreement, purchaser may cancel this agreement with thirty (30) days written notice. Purchaser shall still pay in full all outstanding fees and late penalties up to and including the end of the thirty (30) day notice period.

9.3 Either Party may terminate this Agreement in the event that the other Party breaches a material condition hereof, provided that the first Party gives written notice of the breach to the second Party. The second Party shall have thirty (30) days from receipt of such notice to correct the breach. In the event the breach is not remedied within this period, the first Party may, in its sole discretion, terminate this Agreement within thirty (30) days after the expiry of the original notice period and according to the following stipulations:

9.4 In the event that the Purchaser terminates this Agreement, payment shall be made in full up to and including the end of the thirty (30) day notice period and Provider shall complete unfinished work up to the end of that notice period.

9.5 Notwithstanding any other provision of this Agreement, the Parties agree and acknowledge that the provisions of Articles 7, 8 and 10 shall survive the expiration or termination of this Agreement and shall remain in full force and effect notwithstanding such expiration or termination.

9.6 Any termination of this Agreement shall be without prejudice to any other rights (including any right of indemnity), remedy or other relief vested in either Party or to which either Party may otherwise be entitled pursuant to this Agreement.

Article 10 General

10.1 Warranties by both Parties are as follows:

(a) Each Party to this Agreement warrants that it is not under any legal obligation that would prevent it from entering into this Agreement or that would prevent or hinder the carrying out of its terms, and that all internal authorizations required for the entering into of this Agreement have been or will be made, including any required authorizations by its Board of Directors, or otherwise. Provider warrants that it shall perform the PPC Services and Related Services, if any, in a professional and workmanlike manner.

(b) The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this Agreement, or otherwise.

(d) Provider does not warrant the Traffic or number of Visitors that will visit Purchaser’s Specified Website.

(e) Save and except as expressly set forth in this Article 10 of this Agreement, Provider expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise.

10.2 Provider and Purchaser agree that Provider is performing its duties and services under this Agreement as an independent contractor. Any personnel employed by Provider who performs duties or services related to this Agreement shall remain under the supervision, management, and control of Provider.

10.3 Purchaser may not assign this Agreement, in whole or in part, without Provider’s written consent and any attempt to assign this Agreement without such consent shall be null and void.

10.4 Neither Party shall be liable by reason of any failure or delay in the performance of its obligations under this Agreement by reason of fires, floods, storms, earthquakes, pandemics, acts of God, explosions, power failures, shortages, strikes, riots, insurrection, war, governmental action, labor conditions, or any other causes beyond the Party’s reasonable control, including the actions of Search Engines, Social Media Platforms, Independent Advertiser Platforms and related parties not under the direction or control of the Provider.

10.5 The delay or failure in performance excused by Article 10.4 of this Agreement shall only be excused for so long as the causes of such excusable delay or failure subsist. The Parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure.

10.6 Should any provisions or portion of this Agreement be held unenforceable or invalid for any reason, that part shall be deemed severed from this Agreement and the remaining provisions and portions of this Agreement shall be unaffected by such holding and remain enforceable.

10.7 Any notice, direction or other instrument required or permitted to be given by either Party under this Agreement shall be in writing and shall be sufficiently given if delivered personally, sent by prepaid first class mail or transmitted by telecopier or other form of electronic communication during the transmission of which no indication of failure of receipt is communicated to the sender.

(a) Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the date on which it was received at such address, or, if sent by mail, shall be deemed to have been given and received on the date which is five days after which it was post marked, provided that if either such day is not a Business Day, then the notice shall be deemed to have been given and received on the next Business Day, following such day. Any notice transmitted by telecopier or other form of electronic communication shall be deemed to have been given and received on the date of its transmission provided that if such day is not a Business Day or if it is received after the end of normal business hours on the date of its transmission at the place of receipt, then it shall be deemed to have been given and received at the opening of business in the office of the recipient on the first Business Day next, following the transmission thereof. If normal mail service, telex, telecopier or other form of electronic communication is interrupted by strike, slowdown, force majeure or other cause, a notice, direction or other instrument sent by the impaired means of communication will not be deemed to be received until actually received, and the Party sending the notice shall utilize any other such service which has not been so interrupted to deliver such notice.

(b) In the case of a notice, notice to be sent to Provider at:
201-33119 South Fraser Way, Abbotsford, BC, V2S 2B1, Canada
Fax #: (604) 746-5475

(c) In the case of a notice to Purchaser at an address or Fax # as specified within the signed agreement page found attached to the proposal.

10.8 The substantive and procedural law of the Province of British Columbia shall govern this Agreement and the rights and the obligations of the Parties herein.

10.9 In the event of arbitration and/or disputes:

(a) All disputes arising from the interpretation and/or execution of/or in connection with this Agreement shall be settled through friendly consultation between both Parties. In case no settlement can be reached, the disputes shall be submitted for arbitration under the Arbitration Act of the Province of British Columbia

(b) The arbitration award shall be final and binding on both Parties.

(c) In the event of a dispute, the liability of the Provider shall be limited to the amount paid to Provider by Purchaser.

10.10 This Agreement cannot be amended or otherwise modified except as agreed to in writing and signed by each of the Parties hereto.

10.11 This Agreement shall be binding on the Parties hereto and each of their heirs, executors, administrators, successors, and, where applicable, assigns.

10.12 This Agreement and any attachments to it constitute the entire Agreement between the Parties with respect to the subject matter hereof. The undersigned certify that they have read all of the foregoing Agreement, have conferred with counsel pertaining to the same if they chose to do so, and fully understand all of the terms of this Agreement and acknowledge and represent that they enter into this Agreement of their own will and not due to any representation, commitment, promises, pressure, or duress from any other party. Any prior agreements, promises, negotiations, discussions, or representations, whether oral or written, not expressly set forth in this Agreement are of no force or effect. The terms and conditions of this Agreement shall prevail over any contrary or inconsistent terms of any purchase order or any other document.

Article 11 Results

11.1 The Purchaser acknowledges and accepts the following in connection with the Services:

(a) Provider is not responsible for the policies of Third Party Resources. The Website or any content on it may be excluded or banned from the Third Party Resources at any time.

(b) Many of the Third Party Resources are competitive in nature. Accordingly, Provider does not guarantee the position of any PPC keyword, phrase, and search term.

(c) Provider does not guarantee results; specifically in regards to generating sales or leads. Purchaser hereby understands that Provider is only responsible for optimizing for website traffic.

(d) Provider’s previous performance in the provision of PPC Services or services similar to the Services is not indicative of any future results that Provider may achieve on behalf of the Purchaser. Conversions and sales are a function of the website design and the Purchasers sales process and not the services provide by the Provider.

(e) PPC advertising may be subject to the individual PPC Advertising Network’s policies and procedures. Each edit or change made to such policies and procedures may affect the Campaign and the Purchaser acknowledges that this is outside the control of Provider. Provider will endeavour to rectify any negative affects on the Campaign arising from an edit or change to these policies and procedures.

(f) A Search Engine or PPC Advertising Network may drop a listing for no apparent or predictable reason. If the listing does not reappear in the Search Engine or PPC Advertising Network within a reasonable period of time Provider will re-submit the Resources based on the current policies of the Search Engine or PPC Advertising Network.

(g) Unless otherwise agreed in the PPC proposal, Provider does not guarantee the placement of the Purchaser’s advertising, its availability or availability related to the fund’s in the Purchaser’s account with the Search Engine or PPC Advertising Network.

(h) Provider will use all reasonable endeavours to keep the Purchaser informed of any changes to Third Party Resources, industry practice or any other changes that Provider is made aware of which may impact the Campaign and the provision of the Services. However, Provider may not become aware of such changes.