Exhibit “A”
Terms and Conditions

These Terms and Conditions are incorporated by reference into and made a part of the Service Contract between you and Uluad (“uluad”) and govern the relationship between the parties. The Service Contract and these Terms and Conditions shall be referred to as the “Agreement.”

1. Services. Uluad agrees to provide the services selected by you in the proposal and incorporated into the Service Contract agreed to by the parties. You understand the internet marketing field evolves quickly, and uluad cannot and does not guarantee a particular outcome for the services provided hereunder.

2. Payment Terms. You agree to pay the amount set forth in the Agreement for the delivery of services by uluad. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received. Paid fees are not refundable.

3. Term and Termination. The Agreement shall commence upon the Effective Date and shall continue for the Commitment Period. You may not cancel the Agreement during the Commitment Period. Upon conclusion of the Commitment Period, the Agreement shall convert to a month to month contract and may be canceled by either party without cause by giving the other thirty (30) days notice delivered to the email address used commonly by the receiving party during the term of this Agreement.

A. Cancellation Revocation. Should uluad cancel this Agreement or pause it because of your failure to respond, you may request the revocation of such action within ten (10) days of the notice of cancellation or pause. Uluad shall have the right, but not obligation, to approve said request in which case this Agreement and all applicable campaigns will be reinstated upon full payment of all amounts owed and a revocation fee of $250.00.

B. Termination for Cause. Either party may terminate the Agreement on thirty (30) days written notice if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the thirty (30) day period.

C. Pauses. Uluad may pause a campaign and the services at any time for operational reasons and not be considered in material breach of this Agreement. You may also request a pause; however, it will be in uluad’s sole discretion to determine if a campaign pause is appropriate or the Agreement should be terminated.

D. Effect of Termination. If a new Google Adwords account is created by uluad as part of the services, you will have no claim to said account upon termination of this Agreement by either party. You will have no ownership, access or license rights to view or use ad copy, Adwords scripts, pre-loaded negative keywords, or other works developed by uluad during the term of this Agreement. If the services provided hereunder have been provided through your existing account, then you may access and use the ad copy, Adwords scripts, and pre-loaded negative keywords in the account upon termination of this Agreement.

E. Survival. All provisions of the Agreement shall survive termination of the Agreement (including, without limitation, all limits of liability and confidentiality obligations). In the event of any termination, you shall remain liable for any amounts due to uluad as of the effective date of termination.

4. Uluad Platform. As part of the initiation process and from time to time during the campaign, you will provide certain information to uluad, which uluad may input into its proprietary platform (the “Platform”). Accordingly, you hereby authorize uluad to input your contact information, credit card or ACH information, and campaign information into the Platform.

5. Intellectual Property Matters. You hereby grant to uluad a non-exclusive, royalty-free, worldwide license to use, copy, modify, publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide to the extent necessary for uluad to perform its duties herein. The title and ownership of all intellectual property rights of all Client Content shall remain with you. You agree that uluad may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on uluad’s client list, and in its marketing materials and sales presentations.

A. Uluad Microsite/Landing Page. With respect to landing page/microsites and domain purchased or created by uluad to facilitate the services, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, you shall not have any ownership or right to use the same upon the termination of this Agreement for any reason.

6. NON-DISCLOSURE. Neither party shall disclose the other party’s Confidential Information to anyone other than employees and parties authorized to work on this project. Each party may only use the other party’s Confidential Information as permitted to perform its obligations under this Agreement. “Confidential Information” means any information disclosed by a party that is reasonably expected to be treated in a confidential manner.

7. CLIENT NON-RESPONSE. Should you not respond within five (5) days of a request by uluad, we may pause all services and campaigns without being in breach this Agreement until such time as you respond.

8. LIMITATION OF LIABILITY. Nothing contained in this Agreement shall be construed as a guarantee by uluad that the services will produce a profit for Client or otherwise meet the objectives of Client. Should uluad be found liable for material breach of this Agreement, the damages shall be limited to the value of any fees paid by you for the previous six months of service from the date of the event giving rise to liability. Under no circumstances shall uluad be liable for lost profits or any special, punitive, exemplary, or consequential damages, at any time.

9. DISPUTE RESOLUTION. The parties agree that any and all disputes or claims arising out of or relating to this Agreement shall be submitted to JAMS in Santa Rosa, California for mediation, and if the matter is not resolved through mediation, then to JAMS in Santa Rosa, California for final and binding arbitration. The parties shall follow the rules of JAMS in pursuing mediation and, if necessary, arbitration.

10. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by the laws of California. Should this matter be referred to a trial court notwithstanding the Dispute Resolution provision herein, the parties agree the venue for such action shall be either the Sonoma County Superior Court or Federal Court in San Francisco, California.

11. MISCELLANEOUS. This Agreement may not be amended, except by a writing signed by both parties. This Agreement may be executed in counterparts in writing or through electronic signature, each of which so executed shall be deemed to be an original and all such counterparts together shall constitute one and the same agreement. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time shall not be construed or deemed to be a waiver of such party’s rights under this Agreement and shall not affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, such invalid term, condition, or provision shall be enforced to the maximum extent permitted by law or, if not enforceable, shall be severed from the remaining terms, conditions, and provisions, which shall remain in full force and effect. This Agreement supersedes all prior discussions, representations, warranties, and agreements, both written and oral, among the parties with respect to the subject matter hereof, and contains the sole and entire Agreement between the parties with respect to the subject matter hereof.