1. BILLING TERMS

This agreement will become effective on the date acknowledged by both parties. Services will commence upon receipt of payment to LOCALIZE IT, LLC. CLIENT agrees that any cancellations must be made 45 days in advance and confirmed through an emailed response from a LOCALIZE IT, LLC representative. If CLIENT does NOT receive a confirmation, CLIENT should assume to send a certified letter and contract is still in place. See Section 8 below discussing contract amount owed if contract is cancelled early. All monthly payments must be received within 30 days to avoid late fees (1.5% of the outstanding balance).  CLIENT UNDERSTANDS and AGREES to have their credit card DEBITED automatically every 30 days from the date CLIENT submits their online information to LOCALIZE IT, LLC's third party processing company; Paypal. Their are NO REFUNDS.

2. NON-INFRINGEMENT

CLIENT agrees to verify that all graphics, trademarks and text that LOCALIZE IT, LLC inserts within the CLIENT’s website, press releases, directory listings, articles, etc., are legally owned by CLIENT, and that CLIENT has received written permission from the rightful owner(s) to use. CLIENT will hold harmless, protect and defend LOCALIZE IT, LLC and it's employees from any liability or suit arising from improper use of such elements, and shall indemnify LOCALIZE IT, LLC for any associated costs or losses. CLIENT agrees to add a link from their website to www.localizeitnow.com.

3. CHOICE OF LAW; VENUE; DISPUTE RESOLUTION

Any dispute arising from this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the laws of the Commonwealth of Ohio, and the United States of America, not merely procedural, but also substantive.  CLIENT agrees that it makes the offer contained in this agreement to LOCALIZE IT, LLC at its offices in Westerville, Ohio.  Also, the exclusive jurisdiction for resolving any matters related in any way to the relationship between CLIENT and LOCALIZE IT, LLC, other than enforcement of an order or collection of fees, is to be within the state of Ohio, or the nearest appellate and federal courts as LOCALIZE IT, LLC deems necessary.  If the arbitration does not satisfactorily resolve the issue, then the Parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the Franklin County, Ohio.  In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other related expenses.

4. DISCLAIMER OF WARRANTIES

Except as specifically stated within this Service Agreement, LOCALIZE IT, LLC disclaims all other warranties or guarantees, expressed or implied, including warranties of merchantability, suitability, non-interference, non-infringement, informational content. LOCALIZE IT, LLC does NOT own, manage, or operate any search engines. With that said LOCALIZE IT, LLC;s services are geared to promote placement and help with higher visibility but cannot guarantee page 1 ranking. This agreement is for a FULL YEAR or 365 days. This is not an optimization plan. Contact LOCALIZE IT, LLC if you wish to obtain an optimization plan or have confusion on a directory submission vs. an optimization plan. Each package is completely different.

5. LIMITATION OF LIABILITY

In exchange for LOCALIZE IT, LLC undertaking this agreement, anything in this or any Agreement to the contrary notwithstanding, LOCALIZE IT, LLC’s liability for default or breach, including breach of any guarantee or warranty expressed within this Service Agreement, shall be limited to the amount actually paid to LOCALIZE IT, LLC by CLIENT under this Contract.  CLIENT agrees that LOCALIZE IT, LLC shall have no liability for loss of product or sales, ranking on any search engine, lost profit, loss of website use or any other indirect, incidental, economic, consequential damages.

6. NO SOLICITATION OF EMPLOYEES

CLIENT agrees not to solicit, recruit or hire any LOCALIZE IT, LLC employees for the benefit of themselves or any other employer for the length of this term plus one year, unless such employee has been out of the employment for at least six months.

7. OTHER PROVISIONS

CLIENT agrees to the terms and descriptions found within the various service details found on page 3 & 4 of this document. This agreement constitutes the entire Agreement between LOCALIZE IT, LLC and CLIENT with respect to the subject matter of this Agreement, and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between CLIENT and LOCALIZE IT, LLC.  This agreement may be changed, modified or amended only in a written modification that is duly executed by authorized representatives of both parties.  If any provision of this Agreement is determined to be unenforceable for any reason, the remaining terms will remain in effect without the unenforceable term.  All Notices required under this Agreement may be mailed to: LOCALIZE IT, LLC, 5469 Blue Cloud Lane, Westerville, OH 43081.  Faxed signatures are sufficient to be legally binding.  By choosing payment by credit card, CLIENT authorizes LOCALIZE IT, LLC to bill their credit card according to the terms of this Agreement.

8. CONTRACT TERM

CLIENT agrees that this contract is for a 1 year commitment for LOCALIZE IT, LLC to promote their business online. This is not an optimization plan. This is a submission plan. Should CLIENT decide they do NOT want continue service, LOCALIZE IT, LLC will be owed the remaining contract balance for months and/or days still pertaining to the contract.