Terms and Conditions

This agreement is entered into by and between {client_name} (the “Client”) which maintains its principal place of business at: {client_address}, {client_city}, {client_zip_code} and Trace Media Marketing, Inc. (the “SEO”), which maintains its place of business at 192 Lexington Avenue, 2nd Floor, New York, New York 10016. The Client and SEO agree as follows:

1. CONFIDENTIALITY Unless otherwise consented to in a signed writing the Parties agree that their affiliation and all aspects of this agreement and services performed thereunder shall be kept confidential.

2. EXCLUSIVITY It is understood that SEO shall not provide services to Client’s competitors during the term of this agreement and for 90 days after the cancellation of this agreement.

3. SERVICES Client’s hereby appoints SEO as it’s exclusive agent for Search Engine Optimization Services.SEO shall provide features as described in Schedule A, attached hereto and made part hereof.

4. COMPENSATION Client shall pay the amount set forth in Schedule A each month. Any sum which is due and owing for more than thirty (30) days will be deemed late.Failure to pay any sum which is due and owing for more than sixty (60) days will be deemed a material breach of this Agreement.

5. TERM The term of this Agreement is three (3) months. SEO reserves the right to terminate this Agreement at any time and provide a refund of any amount(s) paid by Client for remaining services.

6. DAMAGES The Client’s sole liability for damages shall be limited to amount(s) owed by Client for services actually rendered by SEO. SEO’s sole liability for damages shall be limited to amount(s) paid by Client for services.

7. FORUM SELECTION SEO and Client agree that this Agreement and any and all services performed thereunder shall be construed in accordance with the laws of the State of New York. SEO and Client agree that the courts of the County of New York, State of New York shall be the sole jurisdiction for hearing and determination of disputes arising out of this Agreement. Parties mutually agree to waive any right to a jury trial in any action or proceeding arising from this Agreement.

8. ATTORNEY’S FEES Either party to this Agreement shall be entitled to recover all costs, disbursements and attorneys fees and collection fees incurred as a result of a breach of this Agreement by the other party.This paragraph shall survive the termination of this Agreement.

9. WAIVER The failure of either party to strictly enforce the terms hereof shall not constitute a waiver of any rights of either party hereunder and no waiver shall be deemed to have occurred unless contained in a signed writing.Waiver of any breach shall not be deemed to be a waiver of any subsequent breach of the same or of any other provision hereof.

10. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between SEO & Client with respect to the subject matter hereof. No modification of this Agreement shall be effective unless in writing & signed by both Parties hereto.

11. VALIDITY In the event any provision of this Agreement is found to be invalid or otherwise unenforceable, the remainder of this Agreement shall remain fully valid and enforceable.