Marketing Restrictions: Trademark search bidding; Incentive Programs in which users are given points, rewards, eligibility to win a prize, access to premium content, or similar incentives in exchange for participating in advertising offers.

WHEREAS, 33 Mile Radius, LLC desires tobroker leads provided by Seller.

WHEREAS, Seller desires to provide leads to 33 Mile Radius, LLC.

WHEREAS, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Seller agrees to provide leads to 33 Mile Radius, LLC and 33 Mile Radius, LLC agrees to attempt to broker as many leads from Seller as Seller can provide.

33 Mile Radius, LLC agrees to pay Seller for each lead purchased by 33 Mile Radius, LLC in accordance with Schedule A. The commission calculated by 33 Mile Radius, LLC is the sole and binding accounting of amounts due under this Agreement.

Terms and Conditions: The Terms and Conditions attached as Schedule A are incorporated by reference and are binding upon the parties. The undersigned parties acknowledge and represent that each is duly authorized to execute this Agreement on behalf of its company.

Schedule A
Terms and Conditions
Definitions

1. “Buyer” means any entity that purchases leads from 33 Mile Radius, LLC.
2. “Seller” means an entity that sells leads to 33 Mile Radius, LLC. In the Agreement, the terms “Seller” and “you” areused interchangeably.
3. “Agreement” means this Agreement, the Terms and Conditions, and any other documents incorporated by the parties.
4. A duration based “Valid Lead” is defined as a call equal or greater to the duration defined in Schedule B.
5. A rev share based “Valid Lead” is defined as a live call by the homeowner or other person with legal authority to enter into a binding contract for the premises and is seeking a free estimate for the service type defined in Schedule B, unless
disputed and confirmed as invalid by 33 Mile Radius within the 7-day grace period for disputes.
6. A form lead based “Valid Lead” is defined as post made to Buyer’s API containing: First, Last Name, Email Address, Phone Number, and Text Message Consent. No returns on rejected posts.
7. “Out of Category” means any lead that is not defined in Schedule B.

Term

This Agreement shall begin on the date specified on the first page of this Agreement and shall continue until terminated by either party under this Agreement. This Agreement may be executed by the parties in counterparts, each of which shall be deemed to be original, and all such counterparts shall constitute one and the same instrument. Signatures transmitted by fax shall be valid as originals.

Termination

1. Either party may terminate the Agreement upon 30 days’ written notice to the other party. This Agreement shall also be terminated should either party make an assignment for the benefit of creditors, or commences or has
commenced against it any proceedings in bankruptcy, insolvency, or reorganization In addition, 33 Mile Radius, LLC reserves the right, at its sole discretion, to terminate this Agreement for any violation of any part this Agreement.

33 Mile Radius, LLC’s Obligations
1. 33 Mile Radius will provide Seller access to their real time call routing API. (Use of API isoptional)
2. 33 Mile Radius, LLC will pay Seller a commission for each Valid Lead type and corresponding payout defined in Schedule B.
3. 33 Mile Radius, LLC will review all calls by Seller and make a binding decision regarding the validity of each lead.
4. 33 Mile Radius, LLC will pay commissions every Friday or Saturday. Lead generated during week one will be paid out on Friday or Saturday of week two. Commission payment totals must exceed $100.00 before 33 Mile Radius, LLC shall be obligated to make payment.
5. 33 Mile Radius, LLC will provide Seller with a tracking phone number and login information to review all leads at referrals.33mileradius.com
6. 33 Mile Radius, LLC will not pay for duplicate calls or forms within a 60-day period.
7. 33 Mile Radius, LLC will not pay for out of service area and out of category calls or forms Seller’s Obligations

1. All leads that Seller sells to 33 Mile Radius, LLC must be exclusive.
2. Seller cannot bid on branded terms, including, but not limited to Servpro, ServiceMaster or any other water damage or mold removal restoration company.
3. Seller shall not act as a broker and will be the originator of traffic/calls
4. Seller shall adhere to the Terms and Conditions of this Agreement and any other policies that 33 Mile Radius, LLC may provide to the Seller.
5. Seller shall provide and maintain accurate contact and payment information with 33 Mile Radius, LLC. Seller acknowledges that failure to maintain accurate contact and payment information may result in a delay in payment.

Warranty

1. THESERVICESPROVIDED AND MADE AVAILABLE TOSELLER PURSUANT TO THE AGREEMENT ARE RENDERED “AS IS” AND 33 MILE RADIUS, LLC SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. SELLER WILL NOT HOLD 33 MILE RADIUS, LLC OR ITS AFFILIATES LIABLE OR RESPONSIBLE FOR THE ACTIVITIES OF VISITORS OF ANY WEBSITE. SELLER ACKNOWLEDGES AND AGREES THAT IT HAS INDEPENDENTLY DECIDED THAT THE SERVICES ARE APPROPRIATE FOR THE PURPOSES FOR WHICH SELLER

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INTENDS, AND THAT SELLER DID NOT RELY ON ANY SKILL OR JUDGMENT OF 33 MILE RADIUS, LLC IN SUCH SELECTION.
2. IT IS UNDERSTOOD AND AGREED THAT 33 MILE RADIUS, LLC’S LIABILITY FOR ANY DAMAGES SUFFERED BY SELLER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY THEORY, IN NEGLIGENCE, OR OTHERWISE SHALL BELIMITED TO THE AMOUNT PAID TO SELLER BY 33 MILE RADIUS, LLC PURSUANT TO THE AGREEMENT WITHIN THE NINETY (90) DAY PERIODPRIOR TO AND INCLUDING THE FIRST DATE ON WHICH ANY SUCH CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL 33 MILE RADIUS, LLC BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) OF SELLER OR ANY THIRD PARTY OR OTHERWISE ARISING OUT OF THIS AGREEMENT, EVEN IF 33 MILE RADIUS, LLC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Seller represents and warrants that SELLER has or will:
a. comply with all applicable laws, statutes, ordinances, and regulations; and
b. not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories.
c. will not infringe the privacy or other rights of any person, and will comply with all applicable federal, state and local laws and regulations including, without limitation, the Telephone Consumer Protection Act, 47 U.S.C. section 227 (“TCPA”), its implementing regulations, 47 C.F.R. 64.1200, the Telemarketing Sales Rule, 16 C.F.R. Part 310 (“TSR”), and the CAN-SPAM ACT OF 2003, as amended, 15 U.S.C. SECTION 7701 et seq. ( “CAN-SPAM Act”) and all applicable privacy laws. Rights and Duties Regarding Intellectual Property Seller acknowledges that all intellectual property provided to it by 33 Mile Radius, LLC is the sole and exclusive property of 33 Mile Radius, LLC. Seller agrees and acknowledges that no right, title, interest, or license in or to any intellectual property is or shall be conveyed or granted to Seller. Seller agrees and acknowledges that 33 Mile Radius, LLC’s intellectual property constitutes confidential information. Seller further agrees that it shall not copy, transfer, modify, translate, reverse engineer, decompile, or disassemble any of 33 Mile Radius, LLC’s intellectual property, nor attempt to do the same.

Non-Solicitation

During the term of this Agreement and for one year thereafter, Seller agrees that it shall not knowingly approach or attempt to contact any Buyers unless they have a previously documented agreement in place. Relationship of Parties

Seller and 33 Mile Radius, LLC are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on behalf of 33 Mile Radius, LLC. You agree not to make any statement that might reasonably contradict anything in this paragraph.

Indemnification

Seller and Buyer mutually agree to indemnify and hold harmless each other, its agents, subsidiaries, affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits.

33 Mile Radius, LLC reserves the right to change any conditions of this Agreement at any time. 33 Mile Radius, LLC shall send notices of any changes to you by email, you agree to comply with any changes in the Agreement within 5 calendar days from the date of that 33 Mile Radius, LLC sent you notification of the changes Confidentiality

Except as otherwise provided in this Agreement or with the consent of the other party, each of the parties agrees that all information will remain strictly confidential and shall not be used by such party for its own purposes unless:
1. the information is available to the general public without a wrongful act of the receiving party;
2. the other party agrees in writing that the information may be disclosed without restriction’
3. the information is already known to the receiving party;
4. the information is developed independently by the receiving party without reference to any confidential information provided by the other party;
5. the information is furnished by the other party to a third party without restriction on disclosure; or
6. the information is disclosed pursuant to a court order.

Amendments

Choice of Law
This Agreement shall be construed under the laws of the State of Ohio. The parties consent to the jurisdiction and venue of the United States District Court for the Northern District of Ohio. In the event that litigation results from or arises out of this Agreement or the performance thereof, you agree to reimburse 33 Mile Radius, LLC’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which 33 Mile Radius, LLC may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the causes of action actually accrued regardless of whether damages were otherwise as of said time calculable.

Severance
In the event that any term or provision of this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, the remaining terms and provisions of this Agreement shall survive and this Agreement shall be interpreted and construed as if such term or provision, to the extent it has been held invalid, illegal, or unenforceable, had never been contained herein.

Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties, and this Agreement may not be modified, altered, or amended except by a written agreement signed by both parties or their duly appointed representatives.

Assignment
This Agreement may not be assigned by Seller without prior written approval by 33 Mile Radius, LLC.