This eSource Marketing  LOCOBEE Agreement ("Agreement") is made and effective on the date your ad campaign was launched, by and between you ("CLIENT", "you", "your") and eSource Marketing ("ESource" or "eSource") which is a corporation having mailing address of 6966 Sunrise Blvd #323 Citrus Heights, CA 95610;

WHEREAS, CLIENT has selected (signed up through our registration process online, over the phone, through a partner, through a landing page provider or using our sign up forms) eSource Marketing to provide online lcoal search directory submission or paid advertising services for a fee;

WHEREAS, CLIENT desires to engage ESource to render, and ESource desires to render to CLIENT, certain advertising services, as set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:

1. Engagement.

1. CLIENT engages ESource to render, and ESource agrees to render to CLIENT, certain services in connection with CLIENT's placing of business listings for certain of CLIENT's products as follows:

2. Advertise to the CLIENT�s local business area using paid and/or non-paid online aservice.

2. CLIENT is commited to a six month term (6).

2. Client agrees also to be bound by terms set in each directories terms of service and to follow all the requirements of each directory.

2. Products.

1. ESource's engagement shall relate to the following products and services of CLIENT: Local Business Listing Placed on the LocoBee Network.

3. Exclusivity.

1. ESource shall be the Exclusive online source in the United States for CLIENT with respect to the products described in Section 2 above.�

4. Standard Payment Terms.

1. Set Up Fees:  There is an initial account set up fee (see current fees by visiting www.locobee.com and click Get Started). This fee includes the setup for one buisiness location. Customizations or services not specifically detailed in this document are not included in the standard set up fees. If the service is offered, either in writting or verbally, or at discounted rates or discounted setup fees or any fees are waived this does not nullify any other part of this agreement. All other sections including ad placement fees will apply. Any additional fees not detailed in the sign up forms will be included in a seperate quote.

2. CLIENT agrees to have their credit card charged automatically on a monthly basis for the entire term of this agreement of six months (6) and month to month starting in month seven until the account is cancelled in writting by customer.

8. ESource accepts the following payment type:  Credit Card (Visa, MasterCard, Discover, AMEX)

5. Custom Marketing Campaign Development and Compensation.

11. ESource shall receive an amount equal to 25% of the gross charges levied by media for paid advertising placed therewith by ESource pursuant to this Agreement unless otherwise stated in a written agreement; provided that:
1. No percentage will be added to ESource charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of ESource personnel.

12. For those items where ESource is not compensated on a commission basis, CLIENT shall pay ESource on an hourly basis for services provided hereunder. The rate (between $80/hr and $250/hr) will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed two hundred fifty dollars ($250) per hour. CLIENT may elect in advance to be charged on this hourly rate basis. If CLIENT fails to notify ESource of its choice, it shall be presumed that CLIENT elected to be charged on an hourly rate basis. Services of this type may include post-click processing, data analysis, website conversion optimization.

13. In the event that ESource undertakes, at CLIENT's request subject to CLIENT's prior approval, special projects, ESource shall prepare an estimate of total charges for any such special project, including any charges for materials or services purchased from outside sources. In the event that CLIENT elects to proceed with the special project based upon ESource's estimated cost, ESource shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.

14. For any special project or other services provided by ESource pursuant to this Agreement upon which the parties have not agreed as to charges, CLIENT shall pay ESource at its regular hourly rate.

15. CLIENT shall not be obligated to reimburse ESource for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed upon by CLIENT in advance.

16. Custom campaign development will be charged based on an estimate of time it will take to undertake such a program. A quote will be provided and agreed to by both parties prior to commencing any development work.

6.  CLIENT Shall.

1. Update and maintain your billing information by notifying eSource of any changes via email or by phone.
2. CLIENT will not misrepresent themselves, professionally or in any way to us or to prospects clicking thru the business listing or advertisment.
3. Not disclose or use any means to reverse engineer keyword data or keyword tracking information obtained from web analytics or provided by ESource to any third party without the express written consent of ESource.
4. Any document marked on the header or footer with [eSource Proprietary] - This document contains proprietary or trade secret information and is intended solely for the internal use of the companylisted on document -- please do not distribute any such information to any third party without written permission from eSource.

7. What ESource Does and Does not do.

1. ESource provides expertise and ongoing efforts to maximize returns for listings by evaluating online user behavior and site statistics, word usage, seasonal trends. This does not include consulting on CLIENT�s web site, conversion analysis or data analysis. We will from time to time provide opinions and advice but this is done as a courtesy to benefit clients by simply sharing public information with our clients that they may or may not be aware of.
2. tab-stops:list .5in'>ESsource (LOCOBEE) does not gaurantee placement, we do not calim we can give you first page, top 10 or inclusion in a directory at all. Listing placement and inclusion of your lsiting in a directory is outside of the control of eSource and is controlled by the proprietary algorithms and terms of the company that owns the listings service.
3. tab-stops:list .5in'>ESource will maintain your business listings and manage changes to them.
4. tab-stops:list .5in'>ESource will not accept any responsibility for the effectiveness of your advertising campaign. Whetehr directory lsitings or paid placmeent we cannot gaurantee that you will receive a positive return on your advertising dollars.
5. tab-stops:list .5in'>CHANGES: We may periodically change these Terms, and you are responsible for checking these Terms periodically for revisions. All amended Terms become effective upon our posting to the Site, and any use of the site after such revisions have been posted signifies your consent to the changes. eSource will email CLIENT notifications of any changes. eSource is not responsible for the CLIENT receipt of the email because this is beyond our control. If CLIENT does not receive the email for any reason the ammended terms are still in effect.
6. tab-stops:list .5in'>ESource does not monitor and will not automatically cancel services for problems related to non-usage, technical issues with CLIENT�s websites, email, or any other secondary issues not directly related to ESource services.

8. Indemnification.

1. CLIENT agrees to indemnify and hold ESource harmless with respect to any claims, loss, liability, damage or judgment suffered by ESource, including reasonable attorney's fees and court costs, which results from the use by ESource of any material furnished by CLIENT including ad copy and landing page copy used within the ad campaign or where material created by ESource or at the direction of ESource subject to the indemnification is materially changed or changedc by CLIENT direction or by CLIENT modification within the eSourceAgent Client Application. Information or data obtained by ESource from CLIENT to substantiate claims made in advertising shall be deemed to be "material furnished by CLIENT to ESource".

9. Term.

1. The term of this Agreement shall commence on your Sign Up date which is saved in the eSourceAgent.com CLIENT application database and shall continue in full force and effect until terminated by either party upon at least thirty  (30) days prior notice. The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising until that placement can be discontinued.

10. Rights Upon Termination.

1. Upon termination of the Agreement, ESource shall transfer, assign and make available to CLIENT all property and materials in ESource's possession or subject to ESource's control that are the property of CLIENT, subject to payment in full of amounts due pursuant to this Agreement.  eSource will not transfer listing access to CLIENT. All listing posted by eSource on behalf of client will be rolled back to their initial state. If they did not exist prior to engagement then the listings will be deleted.

3. Refunds:  We do not give refunds.  Your monthly management fees and setup fees are not refundable. 

4. If a sponsored campaign was developed under this agreemnt ESource will not share campaign keyword information, keyword development, ad copy analysis, split testing data or any information related to the development of the ad campaign as eSource views this information as trade secret and its only competitive advantage in its industry.

11.  Limits of liability

1. ESource provides that ESource�s services and all other services performed by ESource under this Agreement "AS IS".  ESource makes no gaurantees or warranties with respect to the performance of its advertising, websites, software or services, express or implied.  These parties agree that in no event will ESource be liable to CLIENT or any other party under any theory of liability.  This provision shall survive termination of this agreement.

12. Default.

1. In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.

13. Notices.

1. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by email or postal delivery.  As well as posted to the message inbox with the CLIENT�s eSourceAgent.com CLIENT application.

14. Headings.

1. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

15. Final Agreement.

1. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.

16. Governing Law.

1. This Agreement shall be construed and enforced in accordance with the laws of the state of California.