<h1><span style="font-weight: 400;">SEO LEADS RESELLER PROGRAM TERMS</span></h1>
<b>SEO RESELLER AFFILIATE AGREEMENT</b>

<span style="font-weight: 400;">This </span><a href="https://seoleads.io/partner-program/"><span style="font-weight: 400;">SEO Reseller</span></a><span style="font-weight: 400;"> Affiliate Agreement (“Agreement”) is entered into as of the Date specified (the “Effective Date”) on the Partner Application web form (“Form”) by and between SEO Leads, LLC (“SEO Leads”) a Delaware corporation located at 8 The Green St Suite 6611, Dover, DE 19901, and [Company name specified on <a href="https://seoleads.io/partner-application/">Partner Application Form</a> ], located at [the address on SEO Leads Reseller Affiliate Application Form] (“ SEO Affiliate”).

</span>
<ol>
 	<li style="font-weight: 400;" aria-level="1"><span style="font-weight: 400;">Purpose.  During the Term, SEO Leads shall provide to SEO Reseller Affiliate access to the SEO Leads Business Resource Tools (“BRT”) which may include advertising materials, lead generation services, ad units, sales and support scripts, SEO training, marketing and report templates, and business plans for SEO Reseller Affiliate’s use solely with and for the purpose of generating new customers for SEO Leads, and for any reason mutually agreed upon by both parties. Notwithstanding any other provision of this Agreement, SEO Leads shall have sole discretion over which BRTs are provided to Affiliate. In exchange, Affiliate will be paid a fee equal to a percentage of the revenues collected by SEO Leads directly from the customers which were signed up for SEO Leads services by Affiliate.   </span><span style="font-weight: 400;">
</span><span style="font-weight: 400;">
</span><span style="font-weight: 400;">Affiliate may also provide web design and/or services to customers of SEO Leads only as expressly approved and specified in writing, on a per-customer basis, by SEO Leads. This approval may come in the form of an email sent by SEO Leads to </span><a href="https://seoleads.io/"><span style="font-weight: 400;">SEO Affiliate</span></a><span style="font-weight: 400;">, with the customer’s information present. If Affiliate attempts to offer any services to any other contacts or customers associated with SEO Leads, without express written consent from SEO Leads, it will be considered a breach of the agreement.</span></li>
</ol>
<ol>
 	<li style="font-weight: 400;" aria-level="1"><span style="font-weight: 400;">Setup.</span></li>
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<span style="font-weight: 400;">2.1 Setup.  Within ten business days after the Effective Date and at no cost to SEO Affiliate, SEO Leads will provide implementation instructions for affiliate to implement BRTs properly.  </span>

<span style="font-weight: 400;">2.2 Implementation.  SEO Affiliate may utilize the BRTs continuously or periodically throughout the term of this Agreement.  SEO Leads has the right to discontinue the BRT access and/or implementation, in whole or in part, to Affiliate at any time, for any reason.</span>
<ol>
 	<li style="font-weight: 400;" aria-level="1"><a href="https://seoleads.io/"><span style="font-weight: 400;">Fees and Payment Terms for Affiliate (“SEO Resellers</span></a><span style="font-weight: 400;">”).  </span></li>
</ol>
<span style="font-weight: 400;">3.1 Fees for Revenue Sharing Affiliates.  SEO Leads shall pay Affiliate an amount equal to a % of all revenues collected by SEO Leads from its clients, based on the Active Client Payment Tier (below), for revenues generated from SEO service, as a result of BRT implementations with Affiliate. SEO Leads shall have the right to set all pricing charged to its advertisers.</span>
<table>
<tbody>
<tr>
<td><span style="font-weight: 400;">1-10 active clients</span></td>
<td><span style="font-weight: 400;">15%</span></td>
</tr>
<tr>
<td><span style="font-weight: 400;">11-25 active </span></td>
<td><span style="font-weight: 400;">20.00%</span></td>
</tr>
<tr>
<td><span style="font-weight: 400;">26-50 active </span></td>
<td><span style="font-weight: 400;">22.50%</span></td>
</tr>
<tr>
<td><span style="font-weight: 400;">51+ active </span></td>
<td><span style="font-weight: 400;">25%</span></td>
</tr>
</tbody>
</table>
<span style="font-weight: 400;">3.2 Payment Terms.  The fees shall be paid by SEO Leads to Affiliate within 15 days after the end of each calendar month in which the revenue was generated.  </span>

<span style="font-weight: 400;">3.3 Report.  SEO Leads shall provide reporting for Affiliate to view revenues generated during that statement period, and the total fees earned by Affiliate as a result.  </span>
<ol>
 	<li style="font-weight: 400;" aria-level="1"><span style="font-weight: 400;">Proprietary Rights.</span></li>
</ol>
<span style="font-weight: 400;">4.1 Ownership.  All user and lead data sent to either party via a BRT shall at all times be owned and controlled exclusively by sending party.  Under no circumstances may either party sell or make accessible any portion of the lead or client data, including but not limited to lead name, phone number, and email address, to any 3rd parties that are not directly involved with implementation of a BRT.</span>

<span style="font-weight: 400;">4.2 License to Use Marks.  For purposes of this Agreement “Marks” mean all trade names, trademarks, service marks, logos and domain names owned by either party to this Agreement.  SEO Leads and Affiliate each hereby grants to the other a nonexclusive license to display, reproduce and use its respective Marks only as reasonably necessary to perform this Agreement and with prior written permission from the other party.  The Marks shall be used in accordance with the policies of the owning party; the Marks shall not be altered or modified; the nature and quality of all services rendered in connection with the Marks shall conform to quality standards consistent with the standards of the party owning the Marks; and nothing arising from this Agreement shall confer upon the non-owning party any goodwill associated with the other’s Marks, which shall inure exclusively to the benefit of the owning party.  All licensed use of the Marks shall cease immediately upon any expiration or termination of this Agreement.</span>

<span style="font-weight: 400;">4.3 Confidential Information.  Parties shall use Confidential Information supplied by either party only to further the affiliation as provided in this Agreement, and not otherwise for either party’s own use or benefit.  Affiliate shall maintain the secrecy of SEO Leads’s Confidential Information and shall not in any way disclose or transfer such information. SEO Leads Confidential Information includes the terms of this Agreement, marketing statistics and data including but not limited to sales scripts and email templates, reports, account access, lead or client data, marketing strategies, the content of any discussions and negotiations, pricing and other financial information, business plans, and other trade secrets and confidential information not generally known to the public, whether in paper, electronic, verbal or other format.  The restrictions of this paragraph shall survive for a period of three years after the end of this Agreement.</span>
<ol>
 	<li style="font-weight: 400;" aria-level="1"><span style="font-weight: 400;">Requirements and Restrictions..  </span></li>
</ol>
<ol>
 	<li style="font-weight: 400;" aria-level="2"><span style="font-weight: 400;">     Requirements.  </span></li>
</ol>
<ol>
 	<li style="font-weight: 400;" aria-level="3"><span style="font-weight: 400;">Affiliates will implement BRTs only in a manner that is mutually agreed by both parties and shall not modify or alter in any way without the prior written consent of SEO Leads. This includes, but is not limited to, form pages, landing pages, and communication with clients and/or prospective clients.  If SEO Leads provides Affiliate with a substitute version of the BRTs, Affiliate shall replace the BRTs as soon as reasonably practical.</span></li>
 	<li style="font-weight: 400;" aria-level="3"><span style="font-weight: 400;">Affiliate agrees to attempt to sign up at least 1 new client each month through the use of BRTs and to inform SEO Leads if for any foreseeable reason that this may not happen wihin the calendar month.</span></li>
</ol>
<span style="font-weight: 400;">5.2 Affiliate shall not use the SEO Leads marks, any Landing Pages, any BRTs or links in a way that suggests that SEO Leads endorses or sponsors Affiliate‘s website(s).   </span>

<span style="font-weight: 400;">5.3 Affiliate shall not display the Landing Pages, SEO Leads marks, or BRTs on any pages that contain infringing, illegal or obscene Content, or Content harmful to minors.  “Content” means any content or information (including, without limitation, any text, music, video, photograph, sound, graphic, data or software) in any medium, displayed on a website.</span>

<span style="font-weight: 400;">5.4     Affiliate shall ensure that all associated activities engaged in for providing the services hereunder, including but not limited to promoting SEO Leads’s services and generating leads, shall be in full compliance with all applicable federal, state, and local laws including, but not limited to all applicable Do Not Call and anti-spam and privacy laws and regulations.  Affiliate will not engage in any illegal acts of wrongdoing, or unethical practices, including, but not limited to misleading advertising claims, using or passing clicks originating from non US ISPs, use of robots, non-human generated clicks, bait and switch tactics, or duplicate clicks from the same IP address. Any breach of the above shall be grounds for immediate termination of this agreement and a possible action for damages to business and/or reputation.  Affiliate will indemnify SEO Leads for any and all damages, costs and expenses relating to any claims relating to the above activities should SEO Leads be included in any complaints or legal proceedings relating to such activities by Affiliate or Affiliate’s representatives.</span>

<span style="font-weight: 400;">5.5 Neither party shall engage in any unfair or deceptive trade practice involving the other party’s website or its business.  Without limiting the foregoing, Affiliate shall not take, participate in, or knowingly permit any action that creates false leads and traffic.</span>
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 	<li style="font-weight: 400;" aria-level="1"><span style="font-weight: 400;">Term and Termination.</span></li>
</ol>
<span style="font-weight: 400;">6.1 Term.  The term of this Agreement shall be one (1) year commencing on the Effective Date.  This Agreement shall automatically renew for additional terms of 1 year each unless advance written notice is given of its intent not to renew the Agreement at least 90 days before the end of the then-current term of this Agreement.  However, either party may terminate this Agreement if the other party materially breaches any of its obligations, representations or warranties hereunder and, if capable of cure, such breach remains uncured for thirty (30) days following written notice of the breach to the breaching party. Additionally, either party may terminate this Agreement for convenience upon ten (10) days prior written notice.</span>

<span style="font-weight: 400;">6.2 Termination for Breach.  If either party fails to comply with a term or condition of this Agreement, the non-breaching party will give the breaching party written notice with reasonable detail of such breach.  The breaching party will have 30 days after the receipt of notice to cure the breach. If the breach is not cured within that time, this Agreement may be terminated, effective immediately, by the non-breaching party sending written notice of termination to the breaching party, or the non-breaching party may seek damages or equitable relief for the breach.</span>
<ol>
 	<li style="font-weight: 400;" aria-level="1"><span style="font-weight: 400;">Dispute Resolution.  Except any claim within the jurisdiction of small claims court, all unresolved controversies or claims arising hereunder, whether in contract, tort or statutory, shall be determined by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.  The location of any such arbitration shall be Los Angeles, California. The parties each hereby consent to the jurisdiction of the State of California. Any court having jurisdiction over the matter may enter a judgment upon the award of the arbitrator. Service of a petition to confirm the arbitration award may be made by United States Postal Service, postage prepaid, or by any regularly conducted commercial express mail service, to the attorney for the party or, if not so represented, to the party at the party’s lastknown address.  The prevailing party shall be entitled to reasonable attorneys fees and costs.</span></li>
</ol>
<ol start="8">
 	<li><span style="font-weight: 400;"> Miscellaneous.  This Agreement (a) does not create any agency, joint venture or fiduciary relationship; (b) embodies the entire understanding between the parties pertaining to the subject matter hereof, and any additions or modifications to this Agreement must be made in writing and signed by both parties; (c) shall inure to the benefit of and be binding upon the parties, their successors, and permitted assigns; (d) cannot be waived by failure to enforce any provision hereof, except in writing; (e) may be signed in counterparts; (f) shall be construed according to the laws of the State of California, USA, without giving effect to its conflict of laws provisions and (g) shall be construed as severable, so the invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provisions of this Agreement.</span></li>
 	<li><span style="font-weight: 400;">   Inventions.  Any and all inventions, discoveries, developments and innovations conceived by</span></li>
</ol>
<span style="font-weight: 400;">the Contractor during this engagement relative to the duties under this Agreement shall be the</span>

<span style="font-weight: 400;">exclusive property of the Company; and the Contractor hereby assigns all right, title, and</span>

<span style="font-weight: 400;">interest in the same to the Company.  Any and all inventions, discoveries, developments and</span>

<span style="font-weight: 400;">innovations conceived by the Contractor prior to the term of this Agreement and utilized by [him</span>

<span style="font-weight: 400;">or her] in rendering duties to the Company are hereby licensed to the Company for use in its</span>

<span style="font-weight: 400;">operations and for an infinite duration.  This license is non-exclusive, and may be assigned</span>

<span style="font-weight: 400;">without the Contractor’s prior written approval by the Company to a wholly-owned subsidiary of</span>

<span style="font-weight: 400;">the Company.</span>
<ol start="10">
 	<li><span style="font-weight: 400;">   Confidentiality. The Contractor acknowledges that during the engagement [he or she] will have</span></li>
</ol>
<span style="font-weight: 400;">access to and become acquainted with various trade secrets, inventions, innovations,</span>

<span style="font-weight: 400;">processes, information, records and specifications owned or licensed by the Company and/or</span>

<span style="font-weight: 400;">used by the Company in connection with the operation of its business including, without</span>

<span style="font-weight: 400;">limitation, the Company’s business and product plans, processes, methods, customer lists,</span>

<span style="font-weight: 400;">accounts, procedures, or any information pertaining to the operation of the business.  The</span>

<span style="font-weight: 400;">Contractor agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or</span>

<span style="font-weight: 400;">use any of them in any manner, either during the term of this Agreement or at any time</span>

<span style="font-weight: 400;">thereafter, except as required in the course of this engagement with the Company.  All files,</span>

<span style="font-weight: 400;">records, documents, blueprints, specifications, information, letters, notes, media lists, original</span>

<span style="font-weight: 400;">artwork/creative, notebooks, and similar items relating to the business of the Company, whether</span>

<span style="font-weight: 400;">prepared by the Contractor  or otherwise coming into [his or her] possession, shall remain the</span>

<span style="font-weight: 400;">exclusive property of the Company.  The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission.  Upon the expiration or earlier termination of</span>

<span style="font-weight: 400;">this Agreement, or whenever requested by the Company, the Contractor shall immediately</span>

<span style="font-weight: 400;">deliver to the Company all such files, records, documents, specifications, information, and other</span>

<span style="font-weight: 400;">items in [his or her] possession or under [his or her] control.  The Contractor further agrees that</span>

<span style="font-weight: 400;">[he or she] will not disclose [his or her] retention as an independent contractor or the terms of</span>

<span style="font-weight: 400;">this Agreement to any person without the prior written consent of the Company and shall at all</span>

<span style="font-weight: 400;">times preserve the confidential nature of [his or her] relationship to the Company and of the</span>

<span style="font-weight: 400;">services hereunder.</span>
<ol start="11">
 	<li><span style="font-weight: 400;">   Conflicts of Interest; Non-hire Provision.  The Contractor represents that [he or she] is free to</span></li>
</ol>
<span style="font-weight: 400;">enter into this Agreement, and that this engagement does not violate the terms of any</span>

<span style="font-weight: 400;">agreement between the Contractor and any third party.  Further, the Contractor, in rendering [his</span>

<span style="font-weight: 400;">or her] duties shall not utilize any contact, invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest.  During the term of this agreement, the Contractor shall devote as much of [his or her] productive time, energy and abilities to the performance of [his or her] duties hereunder as is necessary to perform the required duties in a timely and productive manner.  </span>

<span style="font-weight: 400;">The Contractor is not free to perform services for other parties while performing services for the Company.  For a period of two years</span>

<span style="font-weight: 400;">following any termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage</span>

<span style="font-weight: 400;">to leave the Company’s relationship, any client or customer, any employee, consultant, or contractor of the Company or hire any such employee, consultant, or contractor who has left the Company’s employment or contractual engagement within one year of such employment or engagement.</span>
<ol start="12">
 	<li><span style="font-weight: 400;">   Right to Injunction.  The parties hereto acknowledge that the services to be rendered by the</span></li>
</ol>
<span style="font-weight: 400;">Contractor under this Agreement and the rights and privileges granted to the Company under</span>

<span style="font-weight: 400;">the Agreement are of a special, unique, unusual, and extraordinary character which gives them</span>

<span style="font-weight: 400;">a peculiar value, the loss of which cannot be reasonably or adequately compensated by</span>

<span style="font-weight: 400;">damages in any action at law, and the breach by the Contractor of any of the provisions of this</span>

<span style="font-weight: 400;">Agreement will cause the Company irreparable injury and damage.  The Contractor expressly</span>

<span style="font-weight: 400;">agrees that the Company shall be entitled to injunctive and other equitable relief in the event of,</span>

<span style="font-weight: 400;">or to prevent, a breach of any provision of this Agreement by the Contractor.  Resort to such</span>

<span style="font-weight: 400;">equitable relief, however, shall not be construed to be a waiver of any other rights or remedies</span>

<span style="font-weight: 400;">that the Company may have for damages or otherwise.  The various rights and remedies of the</span>

<span style="font-weight: 400;">Company under this Agreement or otherwise shall be construed to be cumulative, and no one of</span>

<span style="font-weight: 400;">the them shall be exclusive of any other or of any right or remedy allowed by law.</span>
<ol start="13">
 	<li><span style="font-weight: 400;">   Merger.  This Agreement shall not be terminated by the merger or consolidation of the</span></li>
</ol>
<span style="font-weight: 400;">Company into or with any other entity.</span>
<ol start="14">
 	<li><span style="font-weight: 400;">   Termination.  The Company may terminate this Agreement at any time by 30 working days’</span></li>
</ol>
<span style="font-weight: 400;">written notice to the Contractor, if Contractor is in violation of the terms set forth in this</span>

<span style="font-weight: 400;">Agreement.  In addition, if the Contractor is convicted of any crime or offense, fails or refuses to</span>

<span style="font-weight: 400;">comply with the written policies or reasonable directive of the Company, is guilty of serious</span>

<span style="font-weight: 400;">misconduct in connection with performance hereunder, or materially breaches provisions of this</span>

<span style="font-weight: 400;">Agreement, the Company at any time may terminate the engagement of the Contractor</span>

<span style="font-weight: 400;">immediately and without prior written notice to the Contractor. Should the Contractor cease to</span>

<span style="font-weight: 400;">engage in selling the services rendered pursuant to this Agreement or violate the terms of this</span>

<span style="font-weight: 400;">Agreement in any way, no commissions or payments will be owed for charges occurring after</span>

<span style="font-weight: 400;">the termination date of this Agreement.</span>
<ol start="15">
 	<li><span style="font-weight: 400;">   Independent Contractor.  This Agreement shall not render the Contractor an employee,</span></li>
</ol>
<span style="font-weight: 400;">partner, agent of, or joint venture with the Company for any purpose.  The Contractor is and will</span>

<span style="font-weight: 400;">remain an independent contractor in [his or her] relationship to the Company.  The Company</span>

<span style="font-weight: 400;">shall not be responsible for withholding taxes with respect to the Contractor’s compensation</span>

<span style="font-weight: 400;">hereunder.  The Contractor shall have no claim against the Company hereunder or otherwise for</span>

<span style="font-weight: 400;">vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or</span>

<span style="font-weight: 400;">disability benefits, unemployment insurance benefits, or employee benefits of any kind.</span>
<ol start="16">
 	<li><span style="font-weight: 400;">   Insurance.  It is not necessary for the Contractor to carry liability insurance at this time.</span></li>
 	<li><span style="font-weight: 400;">   Successors and Assigns.  All of the provisions of this Agreement shall be binding upon and</span></li>
</ol>
<span style="font-weight: 400;">inure to the benefit of the parties hereto and their respective heirs, if any, successors, and</span>

<span style="font-weight: 400;">assigns.</span>
<ol start="18">
 	<li><span style="font-weight: 400;">   Choice of Law.  The laws of the state of Delaware shall govern the validity of this Agreement,</span></li>
</ol>
<span style="font-weight: 400;">the construction of its terms and the interpretation of the rights and duties of the parties hereto.</span>
<ol start="19">
 	<li><span style="font-weight: 400;">   Mediation. The parties hereby agree that any and all disputes or claims arising under this Agreement shall be mediated,  applicable to the laws of the State of Delaware.In the event either party institutes any action or proceeding against the other, other than in the Kent County District of the Superior Court, on motion to dismiss, or transfer the action or proceeding to the Kent County District of the Superior Court, the successful party shall be awarded its reasonable costs and attorney's fees in connection with such jurisdictional and/or venue challenge.</span></li>
</ol>
&nbsp;
<ol start="20">
 	<li><span style="font-weight: 400;">   Headings.  Section headings are not to be considered a part of this Agreement and are not</span></li>
</ol>
<span style="font-weight: 400;">intended to be a full and accurate description of the contents hereof.</span>
<ol start="21">
 	<li><span style="font-weight: 400;">   Waiver.  Waiver by one party hereto of breach of any provision of this Agreement  by the</span></li>
</ol>
<span style="font-weight: 400;">other shall not operate or be construed as a continuing waiver.</span>
<ol start="22">
 	<li><span style="font-weight: 400;">   Assignment.  The Contractor shall not assign any of [his or her] rights under this Agreement,</span></li>
</ol>
<span style="font-weight: 400;">or delegate the performance of any of [his or her] duties hereunder, without the prior written</span>

<span style="font-weight: 400;">consent of the Company.</span>
<ol start="23">
 	<li><span style="font-weight: 400;">   Notices.  Any and all notices, demands, or other communications required or desired to be</span></li>
</ol>
<span style="font-weight: 400;">given hereunder by any party shall be in writing and shall be validly given or made to another</span>

<span style="font-weight: 400;">party if personally served, or if deposited  in the United States mail, certified or registered,</span>

<span style="font-weight: 400;">postage prepaid, return receipt requested.  If such notice or demand is served personally, notice</span>

<span style="font-weight: 400;">shall be deemed constructively made at the time of such personal service.  If such notice,</span>

<span style="font-weight: 400;">demand or other communication is given by mail, such notice shall be conclusively deemed</span>

<span style="font-weight: 400;">given five days after deposit thereof in the United States mail addressed to the party to whom</span>

<span style="font-weight: 400;">such notice, demand or other communication is to be given as follows:</span>

<span style="font-weight: 400;">If to the Contractor :        Address (provided by Contractor on the Form):      </span>

&nbsp;

<span style="font-weight: 400;">If to the Company :               SEO Leads, LLC </span>

<span style="font-weight: 400;">       </span> <b>8 The Green STE 6610 Dover, DE 19901</b><b>

</b>

<span style="font-weight: 400;">Any party hereto may change its address for purposes of this paragraph by written</span>

<span style="font-weight: 400;">notice given in the manner provided above.</span>
<ol start="24">
 	<li><span style="font-weight: 400;">   Modification or Amendment.  No amendment, change or modification of this Agreement shall</span></li>
</ol>
<span style="font-weight: 400;">be valid unless in writing signed by the parties hereto.</span>
<ol start="25">
 	<li><span style="font-weight: 400;">   Entire Understanding.  This document and any exhibit attached constitute the entire</span></li>
</ol>
<span style="font-weight: 400;">understanding and agreement of the parties, and any and all prior agreements, understandings,</span>

<span style="font-weight: 400;">and representations are hereby terminated and canceled in their entirety and are of no further</span>

<span style="font-weight: 400;">force and effect.</span>
<ol start="26">
 	<li><span style="font-weight: 400;">   Unenforceability of Provisions.  If any provision of this Agreement, or any portion thereof, is</span></li>
</ol>
<span style="font-weight: 400;">held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless</span>

<span style="font-weight: 400;">remain in full force and effect.</span>
<ol start="27">
 	<li><span style="font-weight: 400;"> Representation.  Contractor agrees to accurately and honestly represent the Company and</span></li>
</ol>
<span style="font-weight: 400;">the services it provides. Contractor agrees that any deliberant or blatant misrepresentation of</span>

<span style="font-weight: 400;">The Company is grounds for immediate termination.</span>

<span style="font-weight: 400;">IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and</span>

<span style="font-weight: 400;">year first written above.  The parties hereto agree that facsimile signatures shall be as effective</span>

<span style="font-weight: 400;">as if originals.</span>