This Affiliate Agreement (the “Agreement”) is made by RevLocal, LLC (RevLocal), an Ohio limited liability company with its principal office located at 4009 Columbus Rd SW Ste 222, Granville, OH 43023.

IN CONSIDERATION OF the mutual promises and covenants hereinafter contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Affiliates

1.1 Subject to the terms and conditions of this Agreement, Affiliate may from time to time refer potential customers (“Potential Customers”) and/or potential affiliates (“Potential Affiliates”) to RevLocal. Affiliate shall give RevLocal notice of Potential Customers or Potential Affiliates in accordance with Section 2, below.

1.2 RevLocal, in its sole discretion, shall have the option to enter into, or decline to enter into, an agreement with any Potential Customer or Potential Affiliate. In the event RevLocal declines, for any reason, to enter into an agreement with any Potential Customer or Potential Affiliate, RevLocal shall have no obligation to Affiliate under this Agreement or otherwise with respect to such Potential Customer or Potential Affiliate.

1.3 If (1) such Potential Customer or Potential Affiliate has: (a) not previously entered into an agreement with RevLocal; (b) not in current discussions with RevLocal; (c) not previously been referred or introduced to RevLocal by any other person or company; and (d) not previously been documented as a Customer or Affiliate (as defined below); and (2) RevLocal enters into an agreement with any such Potential Customer or Potential Affiliate, upon such terms and conditions acceptable solely to RevLocal and such Potential Customer or Potential Affiliate, within forty five (45) days of such Potential Customer or Potential Affiliate being referred to RevLocal by Affiliate, such Potential Customer or Potential Affiliate shall be considered a “Customer” or “Affiliate” for purposes of this Agreement and RevLocal shall pay a commission to Affiliate as set forth below in Section 2.

1.4 In the event an affiliate of a Potential Customer or Potential Affiliate is disputed among one or more Affiliates, Affiliates, finders or other persons, RevLocal, in its sole discretion, shall determine which Affiliate, is entitled to a commission, if any, with respect to such Potential Customer or Potential Affiliate.

2. Compensation

2.1 RevLocal may with or without notice (a) change, suspend or discontinue any aspect of an Offer or (b) remove, alter, or modify any graphic or banner ad. Affiliate agrees to promptly implement any request from RevLocal to remove, alter or modify any graphic or banner ad submitted by RevLocal that is being used by Affiliate as part of their promotion of services provided by RevLocal.

2.2. RevLocal shall have the sole right and responsibility for processing all orders made by an Affiliate or Customer. Affiliate acknowledges that all agreements relating to sales to an Affiliate or Customer shall be between said Customer or Affiliate and RevLocal.

2.3. All determinations of whether a commission is payable will be made by RevLocal and will be final and binding on both RevLocal and Affiliate. Prices for the products will be set solely by RevLocal at its discretion.

2.4. Commission rates that are payable to Affiliate are attached to this agreement as Exhibit A. Any discounts offered to a Customer by an Affiliate Partner will directly reduce the Commission Rate paid by RevLocal.

3. Prohibited Activities

3.1. You must not promote any RevLocal products and services using any of the following activities listed below, but are not limited to: a. Altering creative materials provided for RevLocal’s Affiliate Program in any way, unless authorized in writing by RevLocal or in the Affiliate Agreement.

b. Email messages that constitute Unsolicited Commercial Email. Unsolicited Commercial Email includes all email so defined by the laws of the United States or any of the several states. Unsolicited Commercial Email also includes email messages with fraudulent or deceptive “from” or “subject” lines (including the alteration of “from” or “subject” lines where the Program terms set forth “from” and “subject” lines to be used), fraudulent or deceptive headers, or fraudulent or deceptive initiating-IP addresses.

c. Any illegal activity whatsoever, under the laws and treaties of the United States, any of its states or localities, or under the laws of any nation who has reciprocal treaty rights with the United States for the enforcement of its laws or judgments relating to those laws;

4. Term and Termination

4.1 This Agreement shall commence upon Affiliate’s acceptance and participation in the RevLocal Affiliate Program and remain in effect until terminated. This Agreement may be terminated by either Party upon three (3) calendar days' notice, or immediately by RevLocal if RevLocal reasonably determines Affiliate breached this Agreement. This Agreement shall terminate immediately upon the windup and dissolution or insolvency of either Party, whether voluntary or not.

4.2 RevLocal reserves the right, in its sole and absolute discretion, to immediately terminate an Offer or Affiliate’s participation in RevLocal’s affiliate program at any time for any reason. RevLocal also reserves the right, in its sole and absolute discretion, to remove any advertisements related to RevLocal or to a Program at any time for any reason. RevLocal further reserves the right to immediately terminate Affiliate’s access to RevLocal’s affiliate program and online resources at any time without notice.

4.3 Notice of termination of this Agreement may be provided in written form, and may be delivered via letter, facsimile, or e-mail (though any writing expressing the termination of this Agreement is sufficient) and will take effect three (3) calendar days after the notice is sent, or immediately upon receipt by Affiliate, whichever occurs first. Except in instances where RevLocal has found Affiliate to be in violation of Section 3, any commissions due to Affiliate will be paid according to the terms of this Agreement.

4.4 Upon termination of this Agreement, any commissions earned as of the date of the termination will be paid out to the Affiliate. Any commissions earned after the date of the termination will not be paid out.

4.5 This Agreement will automatically terminate after 6 months of new signup inactivity from the date of the Affiliate’s most recent sign up.

5. Acting as an Independent Agent Only

5.1 It is understood that Affiliate is acting as an independent person, business or entity only and shall have no authority to enter into any agreements, obligations or commitments on RevLocal’s behalf, or to negotiate the terms of Potential Customers’ or Potential Affiliates’ agreements with RevLocal. Affiliate hereby agrees to indemnify, defend and hold RevLocal harmless from and against any claims, actions, lawsuits, damages, awards or judgments arising out of any such agreements, obligations or commitments undertaken by Affiliate or the breach thereof.

5.2 Affiliate acknowledges that RevLocal may enter into affiliate agreements or other similar arrangements with other parties and that Affiliate shall have no rights under such agreements or to any fees for Customers or Affiliates referred to RevLocal by others or identified by RevLocal itself.

6. Indemnification

Each party shall indemnify, defend and hold the other party (and all officers, directors, employees, Affiliates and affiliates thereof) harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities, costs and expenses (including without limitation interest, penalties, and attorney’s fees and disbursements) which may at any time be suffered or incurred by, or be assessed against, any and all of them, directly or indirectly, on account of or in connection with: (i) such party’s default under any provision herein, breach of any representation or warranty herein, or failure in any way to perform any obligation hereunder; or (ii) negligent acts or omissions or the willful misconduct of such party or its employees, Affiliates, contractors or invitees.

7. Liability

Under no circumstances shall either party be liable for any indirect, incidental, economic, special, punitive or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from the relationship or the conduct of business contemplated herein.

8. Miscellaneous

8.1 Entire Agreement This Agreement constitutes the sole and entire understanding between the parties with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties. This Agreement supersedes all prior communications or agreements written or oral, and is intended as a complete and exclusive statement of the terms of the Agreement between the parties.

8.2 Confidentiality Affiliate acknowledges that by reason of its relationship to RevLocal hereunder, it may have access to certain information and material concerning RevLocal’s business, plans, customers, technology and products that are confidential and of substantial value to RevLocal, which value would be impaired if such information were disclosed to third parties. Affiliate agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by RevLocal. In the event of termination of this Agreement, there shall be no use or disclosure by Affiliate of any confidential information of RevLocal and any materials related to RevLocal shall be immediately returned to RevLocal. Affiliate acknowledges that the provisions of this Section are reasonable and necessary for the protection of RevLocal and that RevLocal will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Affiliate agrees that, in addition to any other relief to which RevLocal may be entitled in the form of actual or punitive damages, RevLocal shall be entitled to seek and obtain injunctive relief from an arbitration panel or a court of competent jurisdiction for the purposes of restraining Affiliate from any actual or threatened breach of such provision. The terms of this Section shall survive termination of this Agreement.

8.3 Representations, Warranties and Covenants Affiliate represents, warrants and covenants to RevLocal that at the beginning date affiliate agreed to participate in the RevLocal Affiliate Program and continuing for the term of this Agreement that neither the execution and delivery of this Agreement nor the sale of RevLocal services in accordance with the terms of this Agreement violates or will violate the provisions or obligations of any other agreements to which Affiliate is a party or by which it is bound.

8.4 Successors and Assigns Except as otherwise expressly provided in this Agreement, the obligations under this Agreement shall bind and benefit the successors and assigns of the parties hereto. Affiliate shall not assign this agreement without the prior written consent of RevLocal.

8.5 Governing Law The laws of the State of Ohio shall govern this Agreement without giving effect to the choice of laws provisions thereof. Affiliate agrees to submit to the jurisdiction of the state or federal courts of Ohio.

8.6 Authority If either party is a corporation or limited liability company, each person executing this Agreement on behalf of such party hereby covenants, represents and warrants that such party is duly formed or duly qualified and that each person executing this Agreement on behalf of such party is an officer or member of such party and is duly authorized to execute, acknowledge and deliver the Agreement to the other party.

8.7 Counterparts This Agreement may be executed in one or more counterparts and facsimile signatures shall be sufficient to indicate acceptance by the parties, each of which shall be original, and all of which shall constitute one and the same instrument named below.

8.8 Severability The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.