Search Engine Optimization Agreement

These Terms of Service, together with the attached proposal, and the additional terms and conditions referenced below, together constitute an agreement (the "Agreement") between EWSites.com and you,the customer ("Customer"). Please read these Terms of Service and SEO Agreement and Search Engine Optimization Agteement carefully. They govern your use of the EWSites.com services
provided by EwSites.com.

1. Description of Service. Customer requests that EWSites.com provide EWSites.com's internet marketing service and SEO and Search Engine Optimization (the "Service") to Customer on the EWSites.com Network. The Service Customer is purchasing is an internet marketing program that includes any or all of the following components: search engine content, meta tag optimization and research, web site structure analysis, web site code analysis, link structure analysis, press releases provided by EWSites.com and customer to press release websites, search engine site map creation, web site optimizationintegrated with EWSites.com platform as described in the attached EWsites.com SEO Proposal (the "Proposal") which Proposal is a part of this Agreement. In addition to these Terms of Service, by agreeing to this Agreement, Customer will also be subject to, and hereby agrees to abide by t h e f o l l o w i n g : E W S I T E S .c o m T e r m s o f U s e p o s t e d a t http://www.ewsites.com/web-site-terms.htm (EWSites.com Terms of Use), as such Terms of Use may change from time to time.

2. Approval of and Responsibility for Press Releases and Other Content. Customer acknowledges and agrees that Customer is solely responsible for all information contained in all press releases and all other content of any kind produced by EWSites.com for Customer (Content). This Agreement, and for press r e l e a s e s , t h e E W S i t e s .c o m T e r m s o f S e r v i c e p o s t e d a t http://www.ewsites.com/web-site-terms.htm, require Customer to approve all Content prepared for Customer prior to distribution. Once Customer has approved any Content, whether a press release or otherwise, Customer is solely responsible for such Content and Ewsits.com shall have no liability to Customer or to any third party for such Content. Customer will be required to acknowledge this responsibility in connection with the approval of each piece of Content. In addition to this Agreement, with regard to press releases, please read the EWSites.com Terms of Service carefully before agreeing to this Agreement.

3. Payment Terms. Upon execution of this Agreement, Customer shall pay to EWSites.com the Initial Implementation Fee as set forth in the Proposal. In addition, upon execution of this Agreement and each month thereafter, Customer shall pay EWsites.com the Monthly EWSites.com Inclusion Fee as set forth in the Proposal on a monthly basis. The Monthly EWSites.com Inclusion Fee includes periodical press releases as described in the Proposal. The initial press release content will be written for Customer or provided by based on initial information provided by Customer. Subsequent EWSites.com press release content must be provided by Customer and submitted to EWSites.com five (5) calendar days prior to next scheduled press release submission date as set forth in the Proposal, failure to do so will result in a non-refundable minimum service charge of $150.00 for EWSites.com press release content generation.

Customer may waive the right to the scheduled EWSites.com press release by written notice provided at least fifteen (15) days prior to the next scheduled press release submission. Customer hereby authorizes the credit card company, bank or third-party automated payment/debit service indicated in the Billing Details portion of the Proposal as the means of payment to automatically make such payments to EWSites.com and charge/debit Customer's specified account on a recurring basis for the amount of the Monthly EWSites.com I n c l u s i o n F e e . A l l p a y m e n t s t o E W S i t e s .c o m h e r e u n d e r a r e non-refundable. EWSites.com may remove Customer's search engine content pages and deactivate all EWSites.com link partner Links and discontinue Services if payments are not received when due under this Agreement.

4. Term. Customer's EWSites.com program will be in effect for the Initial Term as set forth in the Proposal. After EWSites.com's implementation of the Service, Customer may not terminate this Agreement during the Initial Term. If Customer chooses to cease its internet marketing campaign prior to the end of the Initial Term, the unpaid balance, if any, for the Service will become immediately due and payable and no refunds will be provided.

5. Renewal Term. This Agreement shall automatically renew for successive Renewal Terms of the same length of time as the Initial Term set forth in the Proposal. Such Renewal Terms will be subject to the terms of this Agreement, including the additional Terms of Use referenced in Section 1, and to EWSites.com's then-current pricing and specifications. Any Renewal Term may be terminated by either party upon fifteen (15) days written notice to the other party effective 15 days after receipt of notice. If Customer chooses to terminate this Agreement during any Renewal Term, payment will be due through the end of the billing cycle within which the Service was terminated, and such charges will not be prorated.

6. Internet Marketing Service Policy. It is Customer's responsibility to remain in compliance with, and periodically review this Agreement, including all Terms referenced herein. All internet marketing services are subject to EWSites.com's approval and Customer must follow all EWSites.com guidelines, suggestions and recommendations in order to implement the Service. EWSites.com reserves the right to terminate or modify any Service at any time and for any reason in EWSites.com's sole discretion. If such termination is done by EWSites.com without cause, then EWSites.com shall refund any prepaid and unused Monthly EWSites.com Network Inclusion Fee paid in connection with the terminated Service.

7. Ownership and Use of Content. Customer acknowledges that, except for press releases prepared for Customer, EWSites.com shall exclusively own all Content prepared for Customer, including all drafts and all changes made to such Content by EWSites.com or Customer until the completion of the initial term set forth in this contract. EWSites.com grants Customer a license to use such Content on Customer's website and as otherwise expressly authorized solely as part of the Service provided to Customer by EWSites.com. Except as specifically authorized hereunder, Customer shall have no rights in or to the Content, and shall not reproduce, distribute, sell, license, transfer or otherwise use the Content in any manner or in any medium.

Upon Completion of the initial Term set forth in this agreement the Ownership and the Rights to the Content generated by EWSites.com will be automatically transferred to the Customer. If the service is discontinued prior to the Completion of the initial Contract term, whether by EWSites.com or Customer, Customer's license to use the Content shall immediately terminate, and Customer shall immediately cease all use of the Content. In addition, Customer shall return to EWSites.com or destroy all Content in Customers, including all copies made of the Content, and delete all Content displayed on Customer's website or any affiliated website, and shall destroy all copies whether in electronic or paper form stored by Customer, Customer's affiliates, agents, ISP, or otherwise, and upon the written request of EWSites.com, certify in writing as to the return or destruction of all such Content. Notwithstanding the foregoing, at any time during the term of this Agreement, Customer shall have the option to purchase and assume ownership of EWSites.com's rights in any Content produced by EWSites.com for Customer. The purchase price for any such Content shall be $100 per page, with pages as reasonably determined by EWSites.com.

8. Ownership and Proprietary Rights in Service. Customer acknowledges that EWSites.com or its licensors own all rights in and to the Service, that the Service is protected by copyright, trademark or other proprietary rights of EWSites.com or third parties, and that Customer shall not acquire any rights, express or implied, in any part of the Service. Customer agrees not to reverse engineer, decompile, reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

9. Disclaimer of Warranties. THE SERVICE IS PROVIDED ON AN "AS IS," AS AVAILABLE BASIS WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. In addition, EWSites.com shall be excused from any failure to provide the Service that is beyond its reasonable control. EWSites.com may redesign or modify the structure, layout and look and feel of the EWSites.com Network, the Service, or any portion thereof, at any time without notice.

10. Customer Representations. Customer represents and warrants that the person entering into this Agreement on behalf of Customer is authorized to enter into this Agreement, and Customer is authorized to advertise and display the content related to the named business in such any advertisements, press releases or other distributions, including business name, address, phone number and URL address. Customer further represents and warrants that the content provided to EWSites.com from Customer and Customer's website does not and will not infringe any third-party rights, or violate any applicable law, and Customer agrees to indemnify, defend and hold EWSites.com harmless from and against any third-pa0rty claims against EWSites.com arising from the use or display of any content provided by or approved by Customer. EWSites.com may remove Customer's advertisements press releases or other Content on the EWSites.com Network and/or discontinue the Service if, in EWSites.com's sole discretion, any such content infringes or violates, or may infringe or violate, any third-party rights or applicable law. As stated above in Section 2, and in the EWsites.com Terms of Service, once Customer has approved any Content, Customer is solely responsible for such Content and EWSites.com shall have no liability to Customer or to any third party for the distribution of such Content.

11. Limitation on Liability. Neither EWSites.com, representatives or agents shall be liable for any indirect, special, incidental or consequential damages or loss (including damages for loss of business, loss of profits, or the like), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if EWSites.com, its affiliates, representative or agents have been advised of the possibility of such damages. Additionally, neither EWSites.com nor any of its affiliates, representatives or agents shall be liable for any damages (whether direct or indirect, special, incidental or consequential), that may result from the use of the EWSites.com Network or any third party software or services used in connection with the Service. Notwithstanding the foregoing, EWSites.com, its affiliates, representatives and agent's total liability to Customer under any and all circumstances shall not exceed the aggregate fees paid by Customer to EWSites.com under this Agreement during the three (3) months preceding the date on which the action took place giving rise to such claim.

12. Indemnification. Customer agrees to indemnify, defend and hold EWSites.com, its affiliates, and their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all actions, suits, proceedings, claims, judgments, damages, costs and expenses, including reasonable attorney s fees, and other liabilities arising from or related to this Agreement, or otherwise based on Customer's acts or omissions in any way relating to or arising out of this Agreement.

13. General Provisions. This Agreement, including the Proposal and all the terms and conditions referenced herein, supersedes all prior or contemporaneous agreements or understandings between the parties, is a complete statement of the parties agreements with respect to the matters referenced herein. EWSites.com reserves the right to modify these Terms of Service, the EWSites.com Terms of Use from time to time, and such modifications shall become effective fifteen (15) days after notice is provided to Customer that modifications have been made. In the event of any dispute arising under or in connection with this Agreement, the laws of the State of California shall apply, without regard to conflicts of law principles, and the exclusive jurisdiction and venue for any disputes arising under or pursuant to this Agreement shall be the appropriate federal or state courts located in Maricopa County, Arizona, and the parties hereby consent to the jurisdiction of such courts.

IMPORTANT DISCLAIMER REGARDING EWSites.com'S SERVICES EWSites.com MAKES NO REPRESENTATIONS OR WARRANTIES THAT ITS SERVICES HAVE ACHIEVED OR WILL ACHIEVE ANY PARTICULAR RESULT, GOOD OR BAD. OTHER THAN AS EXPRESSLY PROVIDED IN THE FOLLOWING EWSites.com TERMS OF SERVICE, EWSites.com DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, ORAL OR IN WRITING, THAT ARE MADE BY EWSites.com OR ANY THIRD PARTY REGARDING EWSites.com's SERVICES. EWSites.com maintains relationships with third parties to allow third parties to refer customers to EWSites.com. EWSites.com is not responsible for, nor can EWSites.com verify, that statements made by any such third party regarding EWSites.com or its Services are true or accurate. Such statements may include, but are not limited to, testimonials, timelines or guarantees of certain results. CUSTOMERS SHOULD NOT RELY ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS, WHETHER MADE ORALLY OR IN WRITING, FROM ANY THIRD PARTY WITH REGARD TO EWSites.com OR EWSites.comS SERVICES. EWSites.com SHALL HAVE NO LIABILITY TO CUSTOMERS OR ANY OTHER PARTY FOR ANY SUCH THIRD PARTY REPRESENTATIONS, WARRANITES OR OTHER STATEMENTS REGARDING EWSites.com OR EWSites.comS SERVICES.

By executing this Agreement below, Customer understands and agrees to the terms as stated in the Proposal, the above EWSites.com Terms of Service" and the additional terms referenced herein.