SERVICE AGREEMENT

THIS SERVICE AGREEMENT will be in effect upon commencement of service and payment (the “Effective Date”) by and among CONVERSION MONSTER, LLC, and the Client.

WHEREAS, the Servicer desires perform certain Services, as hereinafter defined, for the Client, and the Client desires to accept such contracting Services from the Servicer on the terms and conditions set forth herein.  NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
SERVICES

1.1  The Services.  The Client hereby engages the Servicer, and the Servicer hereby accepts such engagement, as an independent Servicer to provide the services set for on Schedule A of this Agreement (the “Services”) to the Client on the terms and conditions set forth in this Agreement and the Schedules attached hereto.

1.2  Relationship of Parties.  The Servicer is an independent contractor of the Client, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between the Servicer and the Client for any purpose. The Servicer (i) has no authority to bind the Client, and shall not hold itself out as having such authority; and (ii) the Servicer shall not make any agreements or representations on the Client’s behalf without the Client’s prior written consent.

ARTICLE II
MONTHLY COST AND EXPENSES

2.1  Compensation.  The Client shall pay to the Servicer, as full compensation for the Services provided by Servicer, a monthly platform management payment (the “Monthly Payment”) and a per lead cost as set forth on Schedule A of this Agreement. The first Payment shall be due no later than the Effective Date and made prior to and start. If Client is joining Servicer through a direct subscription, Client shall maintain the amount agreed to as a positive security credit balance as outlined in schedule “A” prior to services starting. A direct subscription requires a security credit balance to receive new leads. 

2.2 Indirect Subscription Partners.  If the Client is subscribing using 3rd party service or software, client and servicer shall be subject to the billing requirements and standard set forth in the service agreement between Client and the 3rd Party servicer. In the event Client stops using the 3rd Party servicer and is eligible to continue their service with Servicer (CM), this agreement will be in effect until it is replaced by Client and Servicer (CM.)

ARTICLE III
CONFIDENTIALITY

3.1  Confidential Information. For the purpose of this Agreement, “Confidential Information” shall mean all information, and all tangible and intangible embodiments thereof, which is disclosed by the Servicer or the Client (“Disclosing Party”) to the other party hereto (“Recipient”) pursuant to this Agreement, including (a) any trade secrets of the Disclosing Party; (b) any information disclosed in writing or other tangible medium, that is marked or identified as confidential at the time of disclosure to the Recipient; or (c) any information, whether or not marked or identified as confidential in the manner set forth above, that is information the Recipient should reasonably understand to be, or those in the industry typically treat as, confidential or proprietary information.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

4.1  Representations and Warranties.   Except as expressly stated in this agreement, the servicer makes no express or implied warranties, including warranties of merchantability, fitness for a particular purpose, noninfringement, accuracy or condition of data or that services will be uninterrupted or error free. Except as expressly provided in this agreement. (i) The services are provided “as is” without warranty of any kind, either expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and non-infringement. The servicer does not warrant that the services will meet the requirements of any third party and, in particular, the service does not warrant that the services will be error free or will operate without interruption.

ARTICLE V
INDEMNIFICATION, LIMITATION OF LIABILITY

5.1  Client Indemnification. The Client shall defend, indemnify, and hold harmless the Servicer, its affiliates and their officers, directors, members, managers, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (a) any damage to the Servicer resulting from Client’s acts or omissions; and (b) the material breach of any representation, warranty, or obligation of the Client under this Agreement.

5.2  Limitation of Liability. The Servicer’s entire liability to the Client, or to any party or person claiming through the Client, relating in any manner to the Services rendered pursuant to this Agreement, shall be limited exclusively to the return of the Fee paid pursuant to this Agreement.

ARTICLE VI
TERM & TERMINATION

6.1  Term. The term of this Agreement shall commence on the Effective Date and shall continue on a monthly basis unless the Client or Servicer provides the other party with party with written notice thirty (30) days prior to the end of the service agreement.

6.2  Fees.

1. If service is cancelled for any reason within 90 days of the effective date, all and any promotional pricing related to startup, lead management or referral fees will be charged prior to cancelling.
2. Any outstanding balances due will be collected directly from Client credited against the Security Credit Balance for direct subscription clients upon cancellation or termination.
3. Cancellations must be given with 30 day notice to prevent additional or ongoing charges.

ARTICLE VII

ARTICLE VII
MISCELLANEOUS

7.1  Governing Law.  This Agreement shall be governed by and construed and enforced exclusively under the laws of the State of New York in all respects as such laws are applied to agreements among New York residents entered into and performed entirely within New York.

 7.2  Entire Agreement. This Agreement (a) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof, and (b) supersedes and merges all prior agreements, contracts, understandings and negotiations regarding the subjects hereof. No party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein.

7.3  Force Majeure. Neither party will be liable for any delay or failure in performance of any part of this Agreement as a result of Force Majeure.

SCHEDULE A

Monthly Platform Cost to be billed on the first of each month: $295

Price per new lead will be: $5

Direct Subscription Security Credit Balance: $500 (assuming 100 lead average)

One time On-Boarding Cost: $995

Client will be billed on the first of every month an amount totaling the platform cost and number of new leads worked by servicer multiplied by the price per lead in the preceding month.

NOTE:

Platform Management Cost must be current to keep the client account active.  If there is no new lead volume, client may maintain lead nurturing by maintaining the monthly platform cost only.

If Applicable, the Direct Subscription Security Credit Balance will be applied to the client’s account against any charges that are due to the servicer.

The Direct Subscription Security Credit Balance will be adjusted periodically to match lead volume averages in the prior 3 months.

Client shall supply Servicer with data subscriptions (the “Leads”) for Companies’ online real estate marketing subscriptions.  Servicer shall receive direct access to all leads provided to it by Client through those online marketing subscriptions and respond to each lead to effectuate at the highest contact rate possible.

Servicer shall qualify each lead to determine the validity of each lead, and engage in communication on qualified leads to determine specific information about what each potential client is looking for; i.e. purchasing, selling, time frames, etc.

Servicer shall work each lead diligently at the information gathering stage, and once Servicer determines that a lead is ready to move into an action stage for selling, purchasing, leasing etc., Servicer shall arrange appointments for with Companies’ agents for personal contact with a qualified lead.

Servicer will use best efforts to reach each lead in less than 5 minutes