Services.

Reference-Online will record customer reference interviews of customers provided by Client and host those interviews on in the References-Online solution (RO Solution) thereby providing 24x7 access via the Internet. The resulting Interviews will be digitally recorded, broken into question and answer sets and loaded into the RO Solution only after Client has approved the interviews.

Compensation.

No charge for setup and no charge for first 60 days for first interview.

Thereafter, $20 per month for first interview and an additional $10 per month for each additional interview to be charged to Client's credit card at the beginning of each month with partial months pro-rated.

Late fees. Fees not paid within the specified time will accrue interest at a rate of 1.5% per month compounded monthly and Client shall be liable to RO for all costs associated with collecting such fees, including attorneys' fees, court and other collection costs.

Term and Termination.

Term. Client may terminate this Agreement at anytime with seven days written or email notice. RO may make amendments to this Agreement with sixty days (60) notice prior to the end of any current term which client may accept or may choose to give notice to terminate this Agreement.

Termination. In the event that Client fails to make any payments due hereunder, is late in making any payment, or defaults in any other term of this Agreement, and fails to cure such breach within 7 days of receiving written or email notice of such breach, RO may terminate this Agreement immediately. Failure of RO to terminate this Agreement for any default, or any nonpayment or late payment of one payment shall not be construed as a waiver of its right to terminate this Agreement should a subsequent default occur, or a subsequent payment or payments be late or not made.

License, Limited Warranty, Indemnification, Liability and Release.

Interviews created through this Agreement shall be the property of RO. During the term of this Agreement, RO hereby grants Client a license to provide access the Interviews through the RO Solution. During the term of this Agreement, Client may provide the web address for access to the Interviews in the RO Solution Client's license to utilize the Interviews shall terminate upon termination of this Agreement.

RO will make reasonable efforts to provide the RO Solution uninterrupted but Client acknowledges that website operations may be affected by numerous factors such as power outages, telephone and communication line failures, equipment failures and other matters which are outside of RO's control.

Each party shall defend and indemnify the other party, their respective directors, officers, shareholders, employees, agents, and subcontractors from and against any and all liability, claims or demands and causes of arising in any way out of any action taken by the other party or any other person or entity. Neither RO, nor its third-party service or software providers, shall have any liability whatsoever for any decision made or action taken by Client or Client's Customers in reliance upon the RO Solution and Interviews.

Client authorizes RO to include Client company name on lists of existing RO customers.

General Provisions.

Entire Agreement; Amendments; Waiver. This Agreement, including the exhibits, if any, sets forth the entire understanding and agreement of the parties, and supersedes any and all prior oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Force Majeure. Except as otherwise provided, if performance hereunder (other than payment) is interfered with by any condition beyond a party’s reasonable control, the affected party, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such condition.

Governing Law, Jurisdiction and Venue. This Agreement will be governed and construed in accord­ance with the laws of the State of Colorado without giving effect to conflict of laws principles. Both parties submit to personal jurisdiction in Colorado and further agree that any cause of action arising under this Agreement shall be brought only in a state court in Colorado.

Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.

Costs and Attorneys' Fees. In the event of litigation arising out of this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys' fees.