TERMS & CONDITIONS

Engagement. Client, by its execution hereof, engages Go2Girl

Marketing as an independent consultant to perform the services outlined in the proposal on the reverse side of these Terms and Conditions of Service (“Terms and Conditions”).

These Terms and Conditions, together with the terms and provisions contained on the reverse side of the Terms and Conditions, are hereinafter referred to collectively as the

“Agreement.”Term. This Agreement shall become effective on the date accepted by Go2Girl on the reverse side of this Agreement and shall continue for one full year (12 months) and

then continue on a month-to-month basis there after. This Agreement may be terminated immediately by Go2Girl if (i) Client fails to pay any fees as and when due hereunder, or (ii)

Client ceases to cooperate with Go2Girl or otherwise makes it difficult for Go2Girl to perform the services contracted hereunder, or (iii) Go2Girl discovers that Client is utilizing its

website for any purpose that violates federal, state or local law.Fees and Payments. During the Term, Client agrees to pay in full when due the monthly fees for the service selected by

Client on the reverse side of this Agreement. The first monthly fee shall be due upon acceptance of this Agreement by Go2Girl. All subsequent monthly fees under this Agreement

shall be due on the same calendar day of each successive month (i.e., if the Agreement is accepted on May 10, subsequent monthly fees payments shall be due on June 10, July 10,

etc.). Client acknowledges and agrees that any fee not paid within ten (10) days after its due date shall bear interest at the rate of 1.5% per month from such tenth (10th) day until

paid. Once paid, all fees shall be nonrefundable. Go2Girl reserves the right, at any time and from time to time, to increase the monthly and other fees charged by Go2Girl for the

services provided hereunder upon forty-five (45) days’ prior notice to Client. General Changes. Unless otherwise provided in the Proposal, client is allowed three design changes to the

initial design. Client shall pay additional charges for changes in excess of the three design requests or after sign off of design, at Go2Girl’s standard hourly rate of $75.00 per hour.

Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Substantive Changes. If

Client requests or instructs Changes that amount to a revision in or near excess of 50 percent ( 50%) of the time required to produce the Deliverables, and or the value or scope of the

Services, Go2Girl shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised

Proposal and, if required, any additional retainer fees are received by Go2Girl Timing. Go2Girl will prioritize performance of the Services as may be necessary or as identified in the

Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time

identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s

concerns, objections or corrections to Go2Girl. Go2Girl shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that

Go2Girl’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or

instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables.

Any such delay caused by Client shall not constitute a breach of any term, condition or Go2Girl’s obligations under this Agreement.Client Authorization. Client authorizes Go2Girl

to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in Go2Girl’s sole and absolute discretion for

purposes of search engine optimization, and for any other purpose agreed to by Client and Plumbing & HVAC SEO; (iii) upload such pages and content to the Client’s website as

Go2Girl deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images

and similar items to create informational pages and for other uses deemed necessary by Go2Girl to provide the services subscribed for hereunder; and (v) communicate with third

parties as Go2Girl deems necessary in its sole discretion to perform Go2Girl’s services hereunder, including but not limited to Client’s web designer.Client Consent to Installation of

Telephone Tracking Number. Client consents to the placement of a telephone tracking number on Client’s website and on off-site videos, and further consents to the recording of all

telephone calls that are routed through the telephone tracking number. Client understands that the telephone tracking number will remain on the Client’s website and embedded in

Client’s off-site videos during the Term. Within a reasonable time after the termination of this Agreement, the telephone tracking number will be removed from Client’s website, but

will remain on Client’s off-site videos. Client may request that Client’s off-site videos be removed by Go2Girl, but understands that Go2Girl will not separately remove the embedded

tracking number from Client’s off-site videos, even upon termination of this Agreement. At the termination of this Agreement, and provided that Client has paid in full all of the fees

due hereunder, including any interest due on the fees payable hereunder, Client will port the telephone tracking number to Client at no cost to Go2Girl. Upon termination of this

Agreement, Client shall have sixty (60) days from the effective date of termination to move its website to another website host. If Client has not, by the end of such sixty (60) day

period, moved its website to a new website host, Plumbing & HVAC SEO shall have the authority and right, without notice to or the consent of Client, to remove Client’s website from

Go2Girl’s server, with no liability to Go2Girl for such removal.Hosting & eMail Management - Client understands that Go2Girl will host their website on our server but not their

email. If client requires a solution to manage and maintain email accounts ([email protected]) then they can set that up with their IT provider or Go2Girl will recommend a

provider to configure their email account(s) for them at an additional fee paid to that provider directly. If at some point in the future our agreement ends and the client wants to move

in a different direction they have 3 options for transition their site:Client can pay Go2Girl $50 per month to continue hosting on the Go2Girl server.Client can contract with our

recommended provider IT4Hire to implement their website with a hosting provider of their choice.If client has an IT provider that understands how to transition the website, we will

provide a complete backup that they can use at no additional charge.

Client Acknowledgments. Client makes the following acknowledgments: (i) that Go2Girl cannot control or exert influence over the policies or operations of any search engine

companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that Go2Girl will not be responsible

for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results

of the services to be provided by Go2Girl hereunder depend upon a number of factors outside of Go2Girl’s control, Go2Girl cannot guarantee the results of its services to Client; (iv)

that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, Go2Girl

cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain

search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings

without specific causes; and (vii) that while Go2Girl shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search

engines may take several months or longer to list and/or effect a change in rankings.Force Majeure. Go2Girl shall not be liable for, nor considered to be in breach under this

Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond Plumbing & HVAC SEO’s reasonable control after exercising

commercially reasonable efforts.DISCLAIMERS OF LIABILITY. IN ADDITION TO ANY DISCLAIMERS OF LIABILITY FOUND ELSEWHERE IN THESE TERMS AND

CONDITIONS, Go2Girl SHALL NOT BE LIABLE TO CLIENT FOR INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND SPECIFICALLY

DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM

COURSE OF DEALING, LOST PROFITS, WHETHER FORESEEABLE OR BASED ON BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY OR

NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS

AGREEMENT. Plumbing & HVAC SEO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH

RESPECT TO ANY PRODUCTS OR THIRD PARTY CONTENT OF, OR SOFTWARE, EQUIPMENT OR HARDWARE OBTAINED FROM, ANY THIRD PARTIES.

Go2Girl will not be responsible for results due to any alterations or overwrites made to a website by another party, as Client understands that this can adversely affect the search

engine rankings of Client’s website(s), nor for the effect of Client linking to any particular websites without the prior consultation and approval of Go2Girl Client Representations and

Warranties; Indemnity. Client represents and warrants to Go2Girl the following: (i) that Client owns the URL listed on the reverse side of this Agreement; and (ii) that Client owns or

has the absolute and unrestricted right to use and to grant to Go2Girl the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements

thereof, that Client furnishes to Go2Girl. Client indemnifies and holds harmless Go2Girl and Go2Girl’s owners, officers, directors and employees from and against any and all

liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any

breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure

by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the

execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client

hereunder.Governing Law/Arbitration. This Agreement shall be governed by and under the laws of the State of Florida without regard to conflict of laws principles. Any controversy

or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any

provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the

award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no

authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in Myrtle Beach

SC. Miscellaneous. This Agreement may not be assigned by Client without the prior written consent of Go2Girl which may be withheld or denied by Go2Girl in its sole and absolute

discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The prevailing

party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of

reasonable attorneys’ fees, costs and disbursements incurred by it in connection therewith. Any failure by Go2Girl to insist upon strict compliance with any of the terms, covenants or

conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or

more times be deemed a waiver or relinquishment of such right or power at any other time or times. All previous communications about the subject matter of this agreement, either

oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Client and Go2Girl with regard to the subject matter hereof. No

terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client

and Go2Girl. There are no third party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall

be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be

considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly,

if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator

should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or

unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such

provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.B