Directory Network Marketing Agreement

3. Fees and Payment

3.1 Listing Fee.

The HP agrees to pay the Company a non-refundable monthly listing fee, which grants the HP a listing in the Directory on a month-by-month basis. This fee is not refundable if the HP is removed from the Directory as contemplated by Section 2.4 above.

3.2 Subscription Fee.

In addition to the Initial Fee, if the HP desires to remain in the Directory following the one (1) month term of its initial listing, the HP shall automatically pay a monthly subscription fee to remain listed in the Directory for an additional month.

3.3 Payment Terms.

All fees are due upon checkout and publishing of home professional. Payment must be made within twenty (20) days of receipt. Late payments may result in removal of the HP’s listing until payment is received. The HP is responsible for applicable taxes which are not listed in this Agreement.

4. Term and Termination

4.1 Term of Agreement.

This Agreement shall commence on the effective date and shall remain in effect on a monthly basis, unless terminated earlier as provided herein.

4.2 Termination by HP.

The HP may terminate this Agreement at any time with days written notice to the Company. Termination does not relieve the HP from paying any outstanding fees due under this Agreement.

4.3 Termination by the Company.

The Company may terminate this Agreement at any time if the HP fails to meet the obligations set forth in this Agreement, including but not limited to providing accurate information, maintaining service quality, or complying with applicable laws.

4.4 Effect of Termination.

Upon termination, the HP’s listing will be removed from the Directory, and the HP will no longer be entitled to marketing and promotional services under this Agreement. Any outstanding fees remain due upon termination.

5. License

5.1 Intellectual Property.

The Directory is owned and operated by the Company. The user interfaces, design, information, data, code, products, software, graphics, and all other elements of the Directory (the “Company Materials”) that are provide are protected by intellectual property and other laws and are the property of the Company or the Company’s third-party licensors. Except as expressly allowed by this Agreement and the T&Cs (as defined below), the HP may not make use of the Company Materials, and the Company reserves all rights to the Directory and the Company Materials not granted to the HP expressly in this Agreement and the T&Cs.

5.2 Company License.

Subject to the terms of this Agreement and the terms and conditions (the “T&Cs”) set forth in the Directory, which T&C’s can be amended by the Company from time to time in its sole discretion, the Company grants the HP a limited, non-exclusive, non-sublicensable, revocable license to access and use the Directory in accordance with the terms of this Agreement and the T&Cs. The Company retains all rights not expressly granted herein.

5.3 HP License.

The Company may allow the HP to upload or otherwise provide the Company with images, photos, video, data, text, listings, and other content (“HP Materials”). By uploading or otherwise providing HP Materials to the Directory or the Company, as the case may be, the HP grants the Company an irrevocable, perpetual, royalty-free worldwide license to: (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate the HP Materials, in connection with the Directory and the Services or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law. We will not pay the HP for the HP Materials or to exercise any rights related to the HP Materials set forth in the preceding sentence. The Company may remove or modify the HP Materials at any time. The HP is solely responsible for all HP Materials provided to the Company or uploaded to the Directory. For all HP Materials, the HP represents and warrants that it is the creator and owner of the HP Materials, or has the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize the Company and other users to access and use the HP Materials as necessary to exercise the licenses granted by the HP under this Agreement and the T&Cs.

6. No Warranties; Limitation of Liability

6.1 No Warranties.

THE COMPANY PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE HP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND OUR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED. THE COMPANY AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, AND NON-INFRINGEMENT; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE HP THROUGH THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY COMPANY’ ENTITY OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT OR THE T&CS. THE HP ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM THE HP’S USE OF OR ACCESS TO THE SERVICES, THE HP’S DEALING WITH ANY OTHER USER, AND ANY MATERIALS, INCLUDING ALL USER AND COMPANY’ MATERIALS, AVAILABLE THROUGH THE SERVICES. THE HP UNDERSTANDS AND AGREES THAT THE HP’S USE OF THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHER OBTAINMENT OF MATERIALS THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, ARE AT THE HP’S OWN DISCRETION AND RISK, AND THAT THE HP IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE HP’S PROPERTY (INCLUDING THE HP’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THOSE MATERIALS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND THE HP MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

6.2 Limitation of Liability.

IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT, THE T&C’S OR THE HP’S USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICES, THE DIRECTORY OR ANY MATERIALS ON THE DIRECTORY, WHETHER BASED ON: (A) BREACH OF CONTRACT; (B) BREACH OF WARRANTY; (C) NEGLIGENCE; OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS OR THE DIRECTORY; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE HP’S ACCESS TO OR USE OF THE SERVICES OR THE DIRECTORY; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; OR (VII) HP MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THE AGGREGATE LIABILITY OF THE COMPANY AND ANY OF OUR AFFILIATES TO THE HP FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, ANY PORTION OF THE SERVICES, THE DIRECTORY OR OTHERWISE UNDER THIS AGREEMENT OR THE T&C’S, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT THE HP HAS PAID TO THE COMPANY FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; OR (2) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO THE HP. EACH PROVISION OF THIS AGREEMENT OR THE T&C’S THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.

7. Confidentiality

7.1 Confidential Information.

Each Party agrees to keep confidential any proprietary or non-public information received from the other Party (collectively, “Confidential Information”) during the term of this Agreement, including but not limited to marketing strategies, consumer data, or business practices; provided, the Recipient may permit access to Confidential Information to its affiliates, accountants, bankers, advisors (including lawyers and financial advisors), agents and consultants (including representatives of such bankers, advisors, agents, accountants and consultants) (collectively, “Representatives”) for purposes of carrying out the Services. Each party shall be liable for any breach of this provision by its Representatives.

7.2 Disclosure.

Except with respect to its Representatives, neither Party shall disclose confidential information to any third party without prior written consent, unless required by law and following notice to the disclosing party, if legally permitted.

8. Indemnification

To the fullest extent permitted by law, the HP agrees to indemnify, defend, and hold harmless the Company from any claims, losses, damages, liabilities, or expenses (including attorney fees) arising from or related to (i) the HP's provision of services to consumers or (ii) any breach of this Agreement.

9. Insurance

It is the sole responsibility of the HP to maintain in full force and effect commercial and general liability (in such amounts as is customary for the industry in which the HP does business), adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, parents, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of the HP or the HP’s, agents, contractors, or employees. The HP shall name the Company and its affiliates as additional insureds under the applicable policies and provide proof to the Company of such insurance before the HP provides any services to any users obtained through the Directory.

10. Independent Contractor

The HP is an independent contractor. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between the HP and the Company or any customer for any purpose. The HP has no authority (and shall not hold it out as having authority) to bind the Company.

11. Miscellaneous

11.1 Governing Law; Venue.

This Agreement shall be governed by the laws of the state of New York. Any and all disputes between the Parties shall be exclusively litigated and venued in a federal or state court located in, or having jurisdiction over, the County of Nassau, New York, to which jurisdiction each Party exclusively and irrevocably submits.

11.2 Entire Agreement.

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, discussions, and negotiations.

11.3 Amendment.

This Agreement may only be amended or modified in writing and signed by both Parties Amendment.

11.4 Assignment.

The HP may not assign this Agreement, absent written authorization by the Company. The Company may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

11.5 Severability.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect provided, however, that if any term or provision of this Agreement pertaining to the payment of monies to the Company shall be declared invalid, illegal, unenforceable, inoperative or otherwise ineffective, the Company shall have the right to terminate this Agreement as provided herein.

11.6 Notices.

Unless this Agreement expressly authorized e-mail, all notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered by registered or certified U.S. mail, postage prepaid or nationally recognized overnight courier, to the appropriate address as set forth on the first page hereof or at such other address as either party may designate by written notice to the other party. Notice shall be deemed given: (a) if sent via email, on the date of transmission if confirmed received before 3:00 p.m. (EST) on a business day and otherwise on the following business day; or (b) if overnight mail, on the following business day after deposit with overnight mail carrier; or (c) if by certified or registered mail, on the third (3rd) business day after deposit in the mail.

11.7 Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one agreement binding on all of the parties hereto notwithstanding that all of the parties hereto are not signatories to the same counterpart. Each of the parties agrees that a photographic, electronic or facsimile copy of the signature evidencing a party’s execution of this Agreement shall be effective as an original signature and may be used in lieu of the original for any purpose.