1. OVERVIEW

This Fundraising Agreement (this “Agreement”) is entered into by and between MyLocalPro, along with its related business Around Town 123 and Click Local Charities (Collectively referred to as “MyLocalPro”) and you, and is made effective as of the date of electronic acceptance.  This Agreement sets forth the terms and conditions of your use of the Fundraising Referral Program (the “Fundraising Program” or the “Services”).

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.

The terms “we”, “us” or “our” shall refer to MyLocalPro.  The terms “you”, “your”, “User”, “customer”, “charity organization”  or “Fundraising Entity” shall refer to any entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. “Client” or “Visitor” shall by to the Party referred by the Fundraising Entity and seeking to List with MyLocalPro.

MyLocalPro, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the MyLocalPro website (this “Site”).  You acknowledge and agree that (i) MyLocalPro may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised.  If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site.  In addition, MyLocalPro may occasionally notify you of changes or modifications to this Agreement by email.  It is therefore very important that you keep your account (“Account”) information, including your email address, current.  MyLocalPro assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

2. PROGRAM AVAILABILITY

The Fundraising Referral Program is only available to Fundraising Entities in the United States and its related territories.

By accepting this agreement, you acknowledge that you are an eligible entity and are exclusively responsible for all related business, including but not limited to the Reporting and Payment of all applicable income taxes arising from this agreement.

By accepting this agreement, you acknowledge and take exclusive responsibility that you are legally eligible to raise funds and operate participate as an Fundraising Entity, and are in compliance with all related local, regional, and federal laws relating to your involvement in our program.

Service Availability is limited to those small local businesses, restaurants, and food establishments physically headquartered or located in the United States;

3. ENTITY INFORMATION

It is your sole responsibility to ensure that the entity details that you provide as part of your registration are true and accurate, and that you will inform us if they change. You hereby also warrant that you are who you say you are in your application.

You warrant that you also possess all other rights, permissions, and competencies to promote our services.

You hereby consent that we may use the information that you provide in your application in order for us to carry out any checks that we consider necessary to confirm your identity and suitability for the program, or for any other purpose which MyLocalPro in its sole discretion deems necessary.

As an active Fundraising Entity, you agree to provide MyLocalPro with any additional reasonable personal information as it deems necessary to comply with laws and regulations.

4. DESCRIPTION OF THE PROGRAM

MyLocalPro grants you a non-exclusive, non-transferable limited license to use the Fundraising in accordance with the terms and conditions set forth herein.

The Fundraising Referral Program allows you to promote services through approved mediums, including web site and electronic adverting, other means of electronic or written advertising, the distribution of approved material, and verbal referral, whereby you may earn a portion of the revenue generated (a “Commission Payment”) if a person or entity that is not you (a “Visitor”) purchases a MyLocalPro product or service after being referred to MyLocalPro.

You acknowledge and agree that only purchases completed with the Fundraising Referral Code or reference to your name will be eligible for a Commission Payment (“Successful Transactions”).

5. IN-ELIGIBLE SUCCESSFUL TRANSACTIONS

You are not eligible for a Commission Payment on purchases made by you, your employees, agents, representatives, or contractors;

You are only eligible for a Commission Payment on purchases made using your Referral Code or referenced directly by name;

Any other ineligible terms or references hereby made in this Agreement;

6. PROMOTIONAL RESTRICTIONS

The Fundraising Referral Program is designed to allow interested Fundraising Entities in reaching out to local small businesses and restaurants, using reasonable mediums of communications and promotion, including electronic and publication distribution, for the sole purpose of raising funds for a particular not for profit cause.

You acknowledge and agree that you shall not (and shall not enable others to):

i.Engage in (a) sending unsolicited commercial email (“spam”) or (b) indiscriminate advertising;

ii.Fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other applicable laws regulating commercial email;

iii.Collect personal information about minors without their parent’s prior written consent;

iv.Contain pornographic or obscene content, tasteless images, or excessively violent or hate-related material, as determined by MyLocalPro in its sole and absolute discretion;

v.Encourage the use of a controlled substance;

vi.Encourage unlawful behavior;

vii.Display, promote or sell illegal content, or offer any illegal product or service;

viii.Violate any applicable law;

ix.Contain any false, inaccurate, misleading, defamatory, slanderous or libelous content or statements;

x.Advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity;

xi.Contain Links to Web Sites containing the serial numbers for unlocking software illegally, pyramid schemes, or impersonations of another person or organization; or

xii.Contain Links to Web Sites containing any of the aforementioned content.

In addition, you acknowledge and agree you shall not:

i. Copy, alter or modify any icons, buttons, banners, graphics, files, or content contained in MyLocalPro’s Links, including but not limited to removing or altering any copyright or trademark notices.  You recognize that MyLocalPro owns all rights in and to all information regarding the Visitors that you refer to MyLocalPro’s Web Site or Web Site content.

ii. Share with any third party information about MyLocalPro, its services, or program that may be deemed proprietary.

iii. Utilize, distribute, resell any obtained information regarding a Client obtained for the purpose of registering that Client for the purpose of obtaining our service.

iv. Use a MyLocalPro look-a-like site or published material that suggests or gives the Visitor the impression that your independent business, Web Site or Publishing Location is Fundraising Entityd with MyLocalPro. Any Web Site or Publishing Location shall not in any way copy or resemble the look and feel of MyLocalPro’s Web Site or Web Site content, and you shall not create the impression that your Web Site or Publishing Location is part of MyLocalPro’s network of Web Sites.  This includes using MyLocalPro’s trademarks, trade names, or any variations or misspellings thereof, in your URL, business name, or site name.  You shall not “frame” or permit the “framing” of any page of MyLocalPro’s network of Web Sites.

v. Cause any purchases to be made that are not in good faith, including, but not limited to, using any method, device, program, robot iframes, or hidden frames, or Service misrepresentations.  Multiple purchases from the same individual, entity or IP address may be considered non–bona fide purchases. Non-bona fide purchases shall not be eligible for Commission Payments. Evidence of such activities may lead to the disqualification of the subject Sale or lead to the termination of this Agreement.

vi. Do anything to give the impression to anyone that you are an Internet Corporation for Assigned Names and Numbers (“ICANN”) approved registrar.

vii. Engage in activities, whether lawful or unlawful, that MyLocalPro determines, in its sole and absolute discretion, to be harmful to MyLocalPro or its customers, employees, operations, or reputation.

You acknowledge and agree that MyLocalPro may terminate your Services (a) if you, your independent business, your Web Site or your Publishing Location violates, as determined by MyLocalPro in its sole and absolute discretion, any of the aforementioned restrictions or additional restrictions, (b) for non-payment of fees, including the Administrative Fee (as hereinafter defined), and/or (c) if your Web Site or Publishing Location is not live, is under construction, or is a personal homepage or other personal site.

7. COMMISSION STRUCTURE AND PAYMENTS

Commissions are determined as follows:

► Each Successful Transaction results in a Direct Commission to the Respective Fundraising Entity equal to 30% of the Sale Amount;

Successful Transaction: Business or Restaurant listing by Client for at least one year, generated by a registered Fundraising Entity, where the clients payment has been satisfied.

► Automatic Renewal Payout: Commission structure automatically repeats for the second year when the Business / Restaurant renews its annual listing

Notification of Successful Sales: MyLocalPro shall generate an email each time your efforts result in a Qualifying Sale. Said email will include the name of the business and Direct Pay Out Amount credited to your account.

Additionally, in calculating your Commission Payment, amounts may include fractions of a cent. MyLocalPro shall use commercially reasonable efforts to round these amounts to the nearest cent in a manner so as to benefit you. However, you acknowledge and agree that in calculating your Commission Payment MyLocalPro’s determination regarding the same shall be the final and binding determination.

MyLocalPro may hold the initial Commission Payment on orders for all products and services for forty-five (45) days from the purchase date.  After this time, Commission Payments will be paid out in accordance with the provisions below and will represent Commission Payments earned in the immediately preceding month or quarter, as the case may be, less any applicable fees and/or chargebacks. Commission Payments may be debited or withheld on any orders refunded by MyLocalPro or charged back by the issuing bank (for fraud or any other reason).

MyLocalPro reserves the right to extend the payment date on orders suspected of fraudulent or abusive activity.

The payout date is the date that the Commission Payment is sent to you. Commission Payments will be paid by check.  Commission Payment shall be mailed out monthly on the fifteenth (15th) day of the month for all balances of at least $50.00.  Should the fifteenth (15th) day of the month fall on a Saturday, checks will be mailed out on the previous business day.  Should the fifteenth (15th) day of the month fall on a Sunday or holiday, checks will be mailed out on the next business day.

A Seventy Five Dollar ($50.00) minimum threshold is required before a check will be issued. Balances not satisfying this threshold will be rolled forward into future months until the threshold is achieved. All Accounts will be paid out for each Calendar Year ending December 31, regardless of balance.

IMPORTANT: Current Tax Law requires MyLocalPro to issue a W-9 form to each Fundraising Entity that incurs commission of and in excess of $600.00 annually. Compliance will require the submission of the Fundraising Entity’s Social Security Number or Tax Identification Number at that time. MyLocalPro will not extend commissions of and in excess of $600.00 until all necessary information is obtained. Non-compliance in excess of 90 days may lead to the termination of the Fundraising Entity’s Relationship, and outstanding commissions to be forfeited.

8. FUNDRAISING ENTITY OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

Privacy Obligations

You agree that you will post your privacy policy on your Web site or Publishing Location and otherwise make it available to all Visitors.  Your privacy policy must comply with all applicable laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose your collection and use of Visitor information.  In addition, you must fully and accurately disclose your use of third party technology, including MyLocalPro’s tracking technology, use of cookies, and options for discontinuing use of such cookies.

Indemnification Obligations

Fundraising Entity covenants and agrees to indemnify and hold harmless MyLocalPro from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including without limitation reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with (i) Fundraising Entity’s breach of or non-compliance with this Agreement, (ii) Fundraising Entity’s use of the Services, (iii) Fundraising Entity’s violation or alleged violation of any applicable law, (iv) Fundraising Entity’s violation or alleged violation of any rights of another, including violation of a person’s or entity’s intellectual property rights, (v) any products or services offered, sold or otherwise made available by Fundraising Entity on Fundraising Entity’s Web Site or Publishing Location, (vi) Fundraising Entity’s acts or omissions in using, displaying or distributing any Links obtained from the Fundraising Entity ReferralProgram or elsewhere, including but not limited to Fundraising Entity’s use of Links via email distribution, or (vii) any assertion that MyLocalPro is obligated to pay taxes in connection with a Commission Payment made by MyLocalPro to Fundraising Entity pursuant to this Agreement.  In the context of this Section only, the term “MyLocalPro” shall include MyLocalPro’s officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with, MyLocalPro.  Fundraising Entity’s indemnification obligations set forth in this Section shall survive the expiration or termination of this Agreement.

9. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

10. AVAILABILITY OF FUNDRAISING REFERRAL PROGRAM

Subject to the terms and conditions of this Agreement and MyLocalPro’s policies and procedures, MyLocalPro shall use commercially reasonable efforts to attempt to provide the Fundraising ReferralProgram on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You acknowledge and agree that from time to time the Fundraising ReferralProgram may be inaccessible or inoperable for any reason, including, without limitation:

i.Equipment malfunctions;

ii.Periodic maintenance, repairs or replacements that MyLocalPro may undertake from time to time; or

iii.Causes beyond the reasonable control of MyLocalPro or that are not reasonably foreseeable by MyLocalPro, including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

You acknowledge and agree that MyLocalPro has no control over the availability of the Fundraising ReferralProgram on a continuous or uninterrupted basis, and assumes no liability to you or any other party with regard thereto.

11. RIGHTS AND REMEDIES

MyLocalPro explicitly reserves the right, in its sole and absolute discretion, to:

i.Modify the pricing, fees (including the Administrative Fee), thresholds, payouts, Links, or any terms and conditions of the Fundraising Referral Program without advance notice, if desired by MyLocalPro;

ii.Establish limits and guidelines concerning the use of the Fundraising Referral Program; and

iii.Terminate your license to use the Fundraising ReferralProgram if your use of the Fundraising ReferralProgram is in violation of the terms and conditions of this Agreement.

If MyLocalPro terminates your license to use the Fundraising Referral Program, MyLocalPro may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers. MyLocalPro has no obligation to monitor your use of the Fundraising Referral Program, but reserves the right to do so.

Notwithstanding anything to the contrary in this Agreement, in addition to any and all other rights and remedies to which MyLocalPro is entitled, MyLocalPro specifically reserves the right to:

i.Terminate the Fundraising Entity Referra l Program at any time for any reason.

ii.Terminate your license to use the Fundraising Referral Program at any time for any reason. If your license is terminated, MyLocalPro will make any Commission Payments from validly generated purchases from your Web Site or Publishing Location which accrue before the termination date. MyLocalPro will not make any Commission Payments which accrue after the termination date. You acknowledge and agree that the determination as to whether a purchase was “validly generated” from your Web Site or Publishing Location shall be made in MyLocalPro’s sole and absolute discretion.  If you are terminated and removed from the Fundraising Referral Program, you may appeal at tfoster@mylocalpro.com.

iii.Suspend your license to use the Fundraising Referral Program at any time for any reason.  If your license is suspended, you will not receive any Commission Payments during your suspension period, whether such Commission Payments accrued before or during your suspension period.  After completion of an internal investigation, if you are allowed back into the Fundraising ReferralProgram, MyLocalPro will make any Commission Payments from validly generated purchases from your Web Site or Publishing Location which accrued before or during your suspension period.  You acknowledge and agree that the determination as to whether a purchase was “validly generated” from your Web Site or Publishing Location shall be made in MyLocalPro’s sole and absolute discretion.

iv.Require the forfeiture of any previously earned revenue in connection with the Services, which has been paid or yet to be paid on any purchases you generated or assisted in generating during any times when you are in violation of this Agreement.

v.Deactivate any and all accounts and domains that MyLocalPro believes, in its sole and absolute discretion, to be violating the terms and conditions of this Agreement.

12. TRADEMARKS

You acknowledge and agree that the Fundraising Referral Program, the names, trademarks, and logos of MyLocalPro, and all related product and service names, design marks and slogans (the “MyLocalPro Trademarks”), are the sole and exclusive property of MyLocalPro, and your use of the MyLocalPro Trademarks shall inure to the benefit of MyLocalPro.  You are not authorized to use the MyLocalPro Trademarks in any advertising, publicity, or other commercial venture except by displaying in an unaltered state the icons, buttons, banners, graphics, files, or content contained in MyLocalPro’s Links as provided in this Agreement.

You agree not to utilize, advertise, or otherwise promote any mark of MyLocalPro in the headline or description copy associated with pay-for-placement search engines or paid search engine advertising and you may not bid on any mark of MyLocalPro on any pay-for-placement search engines.

13. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.  Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement.  If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

14. DEFINITIONS; CONFLICTS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement.  In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.

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