RECITALS

1. Lingo is in the business of providing marketing related services.  Client wishes to utilize the services of Lingo for this purpose as well as for other related services as set forth below.

TERMS OF THE AGREEMENT

In consideration of the foregoing and the mutual promises contained herein, Lingo and Client agree as follows:

1. Engagement of and Payment to Lingo. Client hereby agrees to engage and pay Lingo for the services to be provided as set forth in Exhibit A (“Services”) which is attached hereto and is incorporated herein by this reference.  All payment shall be due and payable within 10 days of the date of Lingo’s invoice. Past due payments shall bear interest at the rate of 1.5% per month from the due date. 
   
   
2. Confidentiality & Non-Disclosure. The Service Provider and its agents may use Client information, as necessary to or consistent with providing the contracted services. Service Provider acknowledges that through its relationship with Client, service provider may become aware Confidential Information or trade secrets proprietary to Client. Service Provider agrees to protect and not to disclose or otherwise make available Client’s Confidential Information and/or trade secrets. Service Provider shall take appropriate action by instruction, agreement, or otherwise with any respect to Service Provider’s employees who are permitted to access Client’s Confidential Information and trade secrets. In order to fulfill Service Provider’s duties and responsibilities of maintaining network security and confidentiality, administrative passwords will be retained by Service Provider and not released to third parties without written consent from the Client.
   
   Confidential Information shall mean information, whether oral or written (including information provided in electronic format), provided by Client, or received by Service Provider by virtue of the relationship created from this Agreement, provided that such information shall not be Confidential Information if the information provided (i) is known to the trade or public at the time of its disclosure, (ii) becomes generally available to the trade or public other than as a result of (Lingo), (iii) was in the possession of Service Provider in a non-confidential basis prior to its disclosure, (iv) was disclosed to Service Provider by a third party not reasonably known by Service Provider to be under an obligation of confidentiality, (v) was disclosed pursuant to a legal or regulatory requirement, or (vi) was disclosed with the written consent of Client.
   
   
3. Property Rights. Rights to stock photographs, other source codes and computer programs are specifically not transferred to Client, and remain the property of their respective owners.
   
   
4. Warranties and Representations. Client acknowledges and agrees that Lingo has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that Lingo provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase. Client further acknowledges and agrees that Lingo has made no representations or guarantees that any Services provided by Lingo will improve Client’s ranking, ratings or placement on any internet search engine.
   
   
5. Start and Completion of Services.   Client acknowledges that Lingo’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content, (collectively, “Content”), including timely approvals from Client.  Client agrees to provide Lingo with all Content needed to complete the Services within thirty (30) days of any request from Lingo. Any delay by Client will affect the completion of the Services. In the event of any such delay by Client, Client agrees to be responsible for Lingo’s fees and any additional costs incurred for any additional work required to be done by Lingo.  All additional work necessitated by Client’s delay shall be billed at the published hourly rate. Client acknowledges that Lingo is not responsible and agrees to hold Lingo harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner. 
   
   
6. Meetings and Approvals.   Client agrees to meet with Lingo as required by Lingo until the project is completed.  Milestone approvals and sign-offs must be responded to within dates specified by Lingo. A non-response by Client to a requested approval or sign-off shall constitute that milestone or sign-off is approved by Client.
   
   
7. Changes/Additions to Agreed upon Services.   In the event Client wishes to make changes to any work by Lingo that has already been approved and accepted by Client, or, if in the opinion of Lingo, any item of work requested by Client is not within the scope of Exhibit A, Clients agrees to pay Lingo at the published hourly rate in addition to any costs incurred by Lingo.
   
   
8. Assignment of Project.Lingo reserves the right to assign subcontractors to this project.  At the sole discretion of Lingo, work produced by subcontractors may be protected under signed confidentiality agreements
   
   
9.   Conditions Affecting Performance. Certain conditions beyond the control of Lingo may affect Lingo’s ability to perform obligations provided for under this Agreement.  These conditions may include, but are not limited to, labor shortages, internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of Lingo.  Lingo shall not be liable for and Client agrees to hold Lingo harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.
   
   
10. Use of Clients Materials. Should Lingo, upon Client’s written request, verbal instruction or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Lingo nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials.  Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials. Client agrees to defend, indemnify and hold Lingo, its employees, agents or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all lawsuits for damages, royalties, penalties, interest, legal fees, expert fees and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to Lingo’s gross negligence or intentional misconduct.
    
    
11. No Hire of Employees/Subcontractors. Client agrees that Client shall not solicit in an attempt to hire, hire or contract directly with any employee employed by Lingo nor any independent contractor who provides service for Lingo for the same or similar services provided by Lingo.
    
    
12. Final Product Testing. Client agrees that Client shall test the functionality of any product or service created by Lingo to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes.  If Client discovers that any product or service is not functioning properly, Client shall immediately notify Lingo in writing. Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Lingo harmless from any and all damages of any kind suffered by Client.
    
    
13. Attorney’s Fees, Costs, Venue and Governing Law.   In the event any dispute arising between the Parties results in the filing of a lawsuit, the prevailing party, as determined by a Court of competent jurisdiction, shall be entitled to an award of its reasonable attorney's fees and taxable costs.  Venue for all disputes related to or arising out of this Agreement is proper only in Saline County, Arkansas. This Agreement shall be governed by the laws of the State of Arkansas.
    
    
14. Mediation. Before any lawsuit is filed, the Parties to this Agreement must engage in a total of four (4) hours of mediation unless the Parties agree in writing otherwise.  If the mediator cannot be agreed upon by the Parties, then each Party will select one mediator and those mediators shall agree upon one mediator to preside over the matter.  The presiding mediator’s fees shall be split equally between the Parties.
    
    
15. Invalid Provisions.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provisions shall be fully severable.