Madwire, LLC d/b/a Top Rated Local d/b/a Marketing 360® (“Madwire,” “Top Rated Local”, “Marketing 360,” “we,” or “us”) provides background check verification and certification for the Google Local Service Ads product (“LSA”). Your Service Agreement (the “Service Agreement”), Service Order (the “Service Order”), or Online Order Form (the “Order Form”) sets forth which amount of LSA credits you are purchasing, the party entering the agreement (the “Client,” “you” or “your” and together with Marketing 360® the “Parties” or each individually a “Party”), any associated additional costs for the LSA programt, the minimum Initial Term, and other relevant details. As used in this Agreement, the term Service Agreement means any Service Agreement, Service Orders or Online Order Form or any combination of the foregoing. These LSA Terms of Services (the “LSA Terms”) are incorporated by reference into and made part of any Service Agreement submitted to Marketing 360® that includes the LSA product and these LSA Terms supplement the Terms of Service with resect to the LSA product. In the event of a conflict between the LSA Terms and the Terms of Service for any issue related to the LSA product the LSA Terms shall control. For all other Services, the standard Terms of Service shall control. These LSA Terms are effective on the date the Service Agreement is signed (the “Effective Date”) and remain in effect until terminated as provided below. The Service Agreement, the Terms of Service, the LSA Terms and the other documents incorporated by reference herein are collectively referred to as the “Agreement.” These LSA Terms may be reviewed at any time at marketing360.com/lsaterms.

1. LSA Product. Madwire offers verification and servicing of the Google LSA product. With this product you will receive verified leads in your industry for a set price per lead.

2. Challenging a Lead. If you feel that a lead is not valid you may challenge the lead by disputing the lead in Google or in the Marketing 360 platform. Once Madwire or Google determine that such lead was not in fact valid, your account will be credited for the amount of the invalidated lead.

3. Background Check. As part of the LSA product offering we must conduct ongoing background checks on you, your business, and your Personnel. For the purposes of these LSA Terms “Personnel” means ​​“Personnel” means your agents, employees, subcontractors, or other individuals you engage to offer your services to end customers using the Google LSA product. We use a third party to conduct this background check. You must agree to ongoing background checks to use the LSA services. The type and extent of the background check required may vary depending on the service you offer to third parties using the Google LSA product, but may include, but is not limited to, criminal, credit, insurance, or business history background checks. The background check obligations for each industry vertical can be found on the schedule located at marketing360.com/lsarequirements. Your service agreement will outline the cost of the one-time initial background check as well as the additional monthly cost of the ongoing background check. This background check will also ensure that you have adequate insurance for the service category that you offer. Your application may be denied, or your LSA services may be paused or terminated if we determine, at any time, in our sole discretion that you or your personnel do not meet the background check requirements.

4. Licensing Requirements. You must have all necessary state licenses, certifications, and/or approvals neccessary to offer your services to have an LSA Account. The license requirements for your industry vertical are listed on the schedule located at marketing360.com/lsarequirements.

5. Review Requirements. You must have a minimum number of verified customer reviews on your Top Rated Local account to have an LSA account. The minimum number of reviews for your industry vertical are listed on the schedule located at marketing360.com/lsarequirements

6. Google LSA Terms. All LSA services are offered from Google LSA under the terms and conditions set by Google, as may be amended by Google, in their sole discretion.

7. LSA Account. We provide independent LSA verification services through our own account at Google. As such, your Madwire based LSA account is not transferable. If you wish to obtain Google LSA services directly or through another provider you will need to go through the verification process again with that other provider.

8. Unused Credits. No refunds will be provided for any amounts already paid to us under the LSA program. If you you wish to remove the LSA program or your LSA approval is revoked, for any reason, you may transfer unused credits to any other Marketing 360 service with a written request. Upon cancellation of this agreement by you for any reason, any and all unused funds and credits will be forfeited.

9. Third-Party Refunds. Either Google or Madwire may offer refunds to end users of your services who have engaged your services via the LSA program. Refunds may by issued if either Google or Madwire determine, in their sole discretion, that you have failed to provide services to these end users or the services you provided did not meet the standards of the LSA program. In the event that a refund is issued Madwire may immediately deduct such refund from any credits you have on file with the Company. In the event that your credits on file are insufficient to cover the refund balance, your next payment with Madwire will be used to cover the negative balance. If the refund is issued after you have cancelled your agreement with Madwire, you shall immediately make an additional payment to Madwire to cover the refund balance upon receiving notice of such refund.

10. Indemnification. You shall indemnify, hold harmless, and defend Madwire and its officers, directors, employees, agents, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Madwire (collectively, “Losses”), relating to, arising out of or resulting from any third-party claim alleging: (a) material breach or non-fulfillment of any material representation, warranty or covenant under of this Agreement by you or your Personnel; (b) any refund or credit issued by us or by Google to any end user of your services who contracted with you via the LSA program; (c) any negligent or more culpable act or omission of you or your Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; or (d) any bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or negligent acts or omissions of you or your Personnel.

LIMITATION OF LIABILITY. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT OR LIABILITY FOR INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Insurance. During the Term, you shall, at your own expense, maintain and carry in full force and effect all types and amounts of insurance required by applicable Law and all such insurance as is necessary to protect Madwire from and against any Third Party claims with financially sound and reputable insurers, but in no event shall your insurance coverage be less than $1,000,000 per occurance. You shall carry the type of insurance coverage relevant to your services being offered as listed on the Madwire LSA insurance requirement limit schedule located at marketing360.com/lsarequirements. Your application may be denied, or your LSA services may be paused or terminated if we determine, at any time, in our sole discretion that you do not meet the insurance requirements.

DISCLAIMER OF WARRANTIES. MARKETING 360® PROVIDES ALL SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, AND MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES. THE SERVICES ARE PROVIDED WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, MARKETING 360®’S SOLE OBLIGATION WILL BE TO RESTORE OR PROVIDE SUCH SERVICES AS SOON AS PRACTICAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARKETING 360® DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, MARKETING 360® MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY PRODUCT OR SERVICE.

11. Dispute Resolution.

a. Agreement to Arbitrate. If the Parties are unable to resolve a dispute in Good Faith, the Parties hereby agree to resolve any and all disputes, controversies, or claims arising out of, relating to, or in connection with this Agreement and/or the Services, including the breach, termination, or validity thereof, through confidential binding arbitration in Fort Collins, Colorado by a single arbitrator. Such arbitration shall be administered by the American Arbitration Association (AAA) and conducted pursuant to the Expedited Procedures of the Commercial Arbitration Rules (CARs) of the AAA. The Parties further agree that they may only bring or participate in claims against the other in their respective individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. The Parties further agree that the arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.

b. Costs and Attorney’s Fees: You agree to pay all costs of collection (including attorneys’ fees, costs, and other legal and collection expenses) incurred by Marketing 360® in connection with its enforcement of its right to payment under the Agreement. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). If you dispute any payment with your credit card company or bank, and such dispute is resolved in Marketing 360®’s favor, you will be assessed a charge of $100 per dispute initiated. You acknowledge that this amount is not a penalty, but a reasonable amount of liquidated damages to compensate Marketing 360® for the additional costs incurred in defending your payment dispute. Except as otherwise provided in this SectionSection 5.h. of these Terms of Service, the Parties will be responsible for their own costs and legal fees.

c. Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND THAT IT WAIVES ANY RIGHT TO BRING AN ACTION AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. OTHER RIGHTS THAT CLIENT WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST.

12. Miscellaneous.

a. Choice of Law: This agreement and its interpretation, and all controversies arising hereunder, shall be governed by the applicable statutory and common law of the state of Colorado without giving effect to conflict of laws principles.

b. Entire Agreement. These LSA Terms together with the applicable Service Agreement and Terms of Service constitute the entire agreement between the Parties. All prior agreements, discussions, representations, warranties and covenants are merged herein. Marketing 360® limits acceptance of these agreements, and objects to any additional or different terms in the Client’s acceptance.

c. Amendment/No Waiver. We may update and change any part or all of these LSA Terms. If we update or change the LSA Terms, the updated Terms of Service will be posted at http://marketing360.com/lsaterms and we will let you know via email and/or via notification in the Marketing 360 Platforms. You will be asked to agree to the updates in the Marketing 360 Platforms. If you do not agree with a modification to the LSA, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the LSA Terms prior to modification for the remainder of your Initial Term or your current Renewal Term. Upon renewal, the LSA Terms published on our website will apply. Any material amendment to your Service Agreement must be contained in writing and executed by the Parties. The failure by either Party to require performance of any provision shall not constitute a waiver nor affect that Party's right to require performance at any time thereafter.

d. Electronic Signatures. Each party agrees that electronic signatures have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, click box or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record.

e. Severability. If any provision of this Agreement or the application thereof is held invalid, illegal, or unenforceable by any court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect.

f. Assignment. Neither Party may assign any part of the Agreement without the prior written consent of the other Party, provided, however, that either Party may freely assign this Agreement in connection with a sale of substantially all of its assets or a change of control of at least 50% of the voting equity interests of the business effective upon written notice to the other Party.

g. No Third-Party Beneficiaries. The parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns.

h. Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture, or employee/employer relationship is intended or created.

i. Subcontracting. Marketing 360® may, without your consent, subcontract to any party the performance of all or any of Marketing 360®’s obligations under this Agreement provided that Marketing 360® remains primarily liable for the performance of those obligations.

j. Taxes. Sales tax and/or VAT tax may be added to certain products or services in certain states and countries. Sales and VAT taxes are automatically calculated based on Client’s billing address and the product or services on Client’s invoice. Client is responsible for any sales, use or VAT taxes not collected by Marketing 360®.

k. Call Recording. You acknowledge that we may record Client phone calls for quality control purposes.

l. Trade Name. Marketing 360® and Top Rated Local® are a federally registered trademarks and registered trade names of Madwire, LLC, a Colorado limited liability company.

m. Headings. Section headings are provided for reference purposes only and in no way define, limit, construe, or describe the scope or extent of any section.

n. Force Majeure. Neither party shall have any liability for any failure or delay (other than for an obligation to pay) resulting from any government action, natural disaster, power failure, or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.

o. Notices. All notices required by one party hereunder shall be provided in writing to the other Party at the mailing address or email address provided to the other Party from time to time in writing.