This Agreement is hereby entered into between Knocking Door and the Client. 1. Services. Knocking Door provides many services to its clients. This includes, but is not limited to: internet marketing (which can include SEO, PPC, CVM, affiliate marketing, etc.), development, and programming. 2. Scope. The scope of this Agreement shall be defined as the services contained within the “Summary of Services” in this proposal. The individual elements listed therein are Knocking Door’s best practices as of the date the proposal was issued. Each item is an approximation based on Knocking Door ‘s current knowledge and understanding of the Client and the Internet. It is important to note that the “Summary of Services” is likely to be modified in the future, even during the course of service. Changes in the search engines, the Client’s website(s), the government, our economy, consumer trends, technological advances, increased knowledge and understanding, or other factors that may render certain elements in the “Summary of Services” less effective. Knocking Door reserves the right to modify, add, and delete elements contained within the “Summary of Services” set both during and before this Agreement is executed. Additional services may be provided at Knocking Door’s recommendation or by request from the Client. Additional services offered by Knocking Door will be governed by this Agreement if no other agreement exists. In the rare instance the Client believes certain services were not performed according to the terms of this Agreement, or to their satisfaction, it shall be the Client’s responsibility to immediately notify Knocking Door. All services performed during any given month shall be deemed satisfactory if Knocking Door does not receive notification, in wring, email, phone within 5 days of the end of the Client’s fiscal month, that being the fiscal month containing the disputed service. After 5 days, the Client waives their right to dispute any previous services rendered. 3. Authorization. The Client hereby authorizes Knocking Door to: Access any and all websites and accounts provided to Knocking Door. This includes, but is not limited to: Client websites, 3rd-party websites, hosting accounts, domain registrars, online profiles, and any other online accounts Knocking Door have acquired access to. Create, modify, and/or delete designs, code, videos, images, graphics, content, accounts, profiles, websites, or other online attributes pertaining to any website or account on the Client’s behalf. If inaccurate or erroneous information is discovered, the Client must notify Knocking Door or the 3rd party immediately for the removal or correction of such information. 4. Client Responsibilities. Knocking Door considers the Client an important part of their marketing team. For this reason, Knocking Door’s services are predicated upon the Client providing certain content, images, videos, and additional support where necessary. If the Client gives Knocking Door any additional items, they must be provided in a digital format, and not infringe upon an existing copyright. Generic content, images, and videos may be used if a proper license is obtained. Knocking Door’s salespeople do their best to communicate important Client details and objectives to Knocking Door’s production team. In rare instances, certain information may not get passed along to the individuals working on the Client’s account. It is the Client’s responsibility to communicate any important details and objectives to all individuals working on their account. 5. Method of Expense. Knocking Door’s services are not expensed evenly throughout the month. In addition, services are expensed over a fiscal month, based on the Client’s start date. Fiscal months do not usually coincide with calendar months. Any and all communication with the Client is expensed as regular services. Time is allowed each month to communicate with the Client. Communication beyond this allotment will either reduce services by an equivalent amount or result in additional charges. Services will commence after the date specified in the Client Acceptance portion of this Agreement. 6. Additional Expenses. The Client will reimburse Knocking Door for any 3rd-party expenses they incur at the Client’s request. This includes, but is not limited the purchase of a specific font, template, design, image, content, and/or back-link. 7. Online Modifications. Clients sometimes delete, create, and modify their own web pages, websites, and accounts. Whether this is done on their own, or with the help of a 3rd-party, Knocking Door will not be responsible for any damages that may result. 8. Payment Terms. Payments are due on the first day of the Client’s monthly service. Payments will be automatically withdrawn from Client’s credit card or checking account each month of service. Client payment(s) must be received prior to the start of any services provided. Non-payments and late payments shall be considered a breach of this Agreement. Declined credit cards and returned checks/e-checks will assess a returned payment fee of $35.00. If a payment is not received on or before its due date, Knocking Door reserves the right to assess a late payment fee of $35.00 following a 10-day grace period. All past due accounts will be placed on hold. Agent/Customer shall have no liability for losses, chargebacks, uncollected fees, expenses or any other items relating to the Knocking Door. In the event that a credit card chargeback is placed on a purchase of Knocking Door services, we reserve the right to report the incident for inclusion in a chargeback abuser database and/or a consumer reporting agency database. You understand and agree that the charges for goods / services specified are irrevocable, undisputable and may not be charged back, contested or challenged in the future, doing so breaches your agreement which is a legal contract. This agreement shall be effective on the date of execution and continue through the next successive six-­‐month period. The agreement shall automatically renew for on a six-­‐month basis thereafter unless terminated by via written notice at least 30 days prior to the end of the current term. 9. Guarantees. Knocking Door does not have control nor does it claim to have control over any 3rd-party websites. This includes but is not limited to: directories, search engines, and social media platforms. Knocking Door cannot guarantee an increase or decrease in the placement of any website, webpage, profile, and/or account pertaining to the Client, nor can it guarantee any increase or decrease in traffic, revenue, and/or profit as a result of services provided. Many marketing agencies provide unrealistic expectations to prospective clients in an effort to win more business. Knocking Door cannot guarantee any claims made by any 3rd-party marketing agencies. 10. Indemnification. The Client shall hold Knocking Door harmless and vigorously defend, protect, and indemnify Knocking Door from any and all demands, liabilities, losses, costs and claims, including reasonable a¬ttorney’s fees, that can be directly or indirectly associated with the Client. This includes, but is not limited to: liabilities asserted against Knocking Door, its agents, sub-contractors, servants, officers, and employees that may arise or result from any services provided, or agreed to be provided, or any product or service provided by the Client, its agents, employees, or assigns to any other parties. This may also include: infringing on the proprietary rights of a 3rd-party, copyright infringement, delivering a defective product, or misinformation, which is detrimental to another person or entity. This may also include any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of electronic commerce. 11. Warranties. Knocking Door disclaims all warranties, express or implied, including without limitation, any and all warranties of merchantability, fitness for a particular purpose, and non-infringement in connection with this Agreement. 12. Limitation of Liability. In no event shall Knocking Door, its agents, clients, sub-contractors, servants, officers, and employees be liable in contract, tort, strict liability, warranty or any other theory of liability, for any special, indirect, incidental, or consequential type damage of any nature, including but not limited to delay, disruption, loss of product, loss of anticipated profits or revenue, loss of rankings or positions, website or account exclusion, loss of use of equipment or systems, non-operational or increased expense of operation of other equipment or systems, cost of capital, or the cost of purchase or replacement of equipment systems or power, even if they have been advised of the possibility of such damages. In no event shall Knocking Door be liable for any damages in excess of the amounts paid or due to Knocking Door as a result of this Agreement. In no event shall Knocking Door be liable for any expenses charged to the Client by any 3rd-parties. In no event shall Knocking Door be liable for punitive damages. In no event shall Knocking Door be liable for the addition, modification, or the deletion of the items specified in Section 3 of this Agreement. 13. Electronic Commerce. From time-to-time certain governments enact laws and levy taxes and tariffs that effect electronic commerce. The Client is solely responsible for complying with such laws, and for paying all associated taxes and tariffs. 14. Communication. As part of this Agreement, Knocking Door and its affiliates shall have the right to provide unsolicited and continued communications with the Client. The Client can stop this communication at any mean by email request. This will enable Knocking Door and its affiliates to continue an on-going relationship with the Client. 15. Confidentiality. Knocking Door shall not, without the prior wri¬tten consent of the Client, disclose to any 3rd-partys, confidential information of the Client. This excludes agents, sub-contractors, servants, officers, employees, and affiliates of Knocking Door. 16. Solicitation. During the term of this Agreement, and for one (1) year thereafter, the Client shall not: Employ or offer employment to any Knocking Door employee and/or independent contractor, whether they are full- time or part-time. Hire or offer to hire any Knocking Door employee or independent contractor as a contractor, consultant, intern, trainee, or to provide any type of product or service. Request, cause, or induce any Knocking Door employee or independent contractor to breach their agreement with Knocking Door or to dissolve their relationship. 17. Litigation. Any disputes arising from this Agreement shall be litigated or arbitrated in San Diego, California. This Agreement shall be governed and construed in accordance with the laws of the State of California. Both parties expressly agree upon and consent to such jurisdiction and venue, and consent to the personal jurisdiction of the State and Federal Courts located in the State of California. 18. Duration. The minimum duration specified in the Client Acceptance section of this Agreement shall be fulfilled by the Client. If Knocking Door does not receive a cancellation no at least 10 days prior to the expiration of the initial term, Knocking Door will continue to provide the services specified herein for the Client on a month-to-month basis and all of the terms of this Agreement shall continue to remain in force. If the Client wishes to pause services, they may do so for a maximum period of 30 consecutive days. When this happens, the contractual period will be extended by the same time period. 19. Termination. Either party shall have the right to terminate this Agreement, and any additional agreements, if the other party expressly breaches any of the provisions herein. Notice from the non-breaching party must be given to the breaching party before this Agreement or any additional agreements shall be considered terminated. In this event, the Client agrees to pay for all services rendered by Knocking Door prior to the date of termination. If no contractual breach has occurred, and the minimum duration has been met, either party may terminate this Agreement, for any reason, with 30 days. Unpaid balances will be due within 30 days of termination. Clients who wish to terminate this Agreement during their initial term (as defined in the Client Acceptance section), may do so by paying for the balance of the initial term, in full, prior to the cancellation of services. 20. Signatory. The Signatory guarantees that they are a representative of the said Client and that they are acting in full authority of the Client to commission Knocking Door for service. By signing below, the Signatory, jointly and severally, along with the Client, unconditionally guarantees and promises to pay Knocking Door all indebtedness of the Client. The Signatory shall pay Knocking Door’s costs and attorney fees in enforcing this guaranty. 21. Definitions. For the purpose of this Agreement, the following terms shall be defined as: Knocking Door: The company Knocking Door, its agents, sub-contractors, officers, and employees. Client: The client named in the Client Acceptance section of this Agreement, its agents, sub-contractors, officers, and employees. Online Properties: Any online account, website, or profile owned, or in any way related to the Client. Confidential Information: Any list, business plan, marketing plan, password, or financial information. 22. Agreement. Both parties understand and agree that: This Agreement constitutes the entire Agreement between the parties, and terminates and supersedes all prior understandings and agreements on the subject matter hereof. There are no representations, warranties or agreements, either express or implied, or oral or writt¬en, except as set forth herein. All changes and additions made to this Agreement, whether writt¬en-in or provided in a separate document, email, or addendum, will not be enforceable, nor will they be accepted by Knocking Door. In the event the Client returns this Agreement with any modifications or additions, Knocking Door will not abide or agree to any of the changes, but will otherwise accept this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall it be binding unless it is executed by both parties in writing. Pricing and services contained within the a¬ttached proposal are valid for a maximum period of thirty (30) days after issuance. If one or more of the provisions of this Agreement is deemed void by law, the remaining provisions will remain in full force and effect. Knocking Door reserves the right to refuse the return of this Agreement, with or without caus

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