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MASTER MARKETING AGREEMENT This MASTER MARKETING AGREEMENT (“Agreement”) is dated and effective this ___ day of _____, 2014 (the “Effective Date”) by and between Campus Explorer, Inc., a Delaware corporation with an address at 2850 Ocean Park Blvd., Suite 310, Santa Monica, CA 90405 (“CE”), and ____________________ , a _________ corporation with an address at ____________________________ (“Vendor”). RECITALS CE provides higher education Internet search and recruitment services which it markets and makes available through the website located at www.CampusExplorer.com. Vendor is in the business of providing marketing and/or lead generation services to its clients. CE desires to engage Vendor to perform certain services for CE as provided herein. NOW THEREFORE, in exchange for the mutual promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CE and Vendor hereby agree to the following: DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, the terms set forth in Appendix A shall be defined as therein. INQUIRY COLLECTION, SUBMISSION, VALIDATION AND PAYMENT. Inquiry Collection. Vendor’s collection of Inquiries shall be in accordance with the terms of this Agreement and any Insertion order, including the following: (i) Vendor shall use best efforts to submit to CE only valid Inquiries and shall comply with all CE policies and procedures, including the Inquiry Validation Procedures; (ii) Vendor shall make no modifications to any CE Data, URLs, CE Trademarks, code or widget, including source code modifications or otherwise, without the express written consent of a CE officer; and (iii) a CE logo or mark must accompany all physical locations where Inquiry collection occurs. Inquiry Submission. Vendor will submit Inquiries to CE using a form and transmission method acceptable to CE and (if applicable) shall implement tracking fields as directed by CE. Inquiry Validation and Reconciliation. Once received, CE and/or its partners will determine whether an Inquiry is an Approved Inquiry, including applying the Inquiry Validation Procedures. CE may, in its absolute and sole discretion, reject an Inquiry if CE believes that the Inquiry does not fall within the definition of an Approved Inquiry. Reconciling will occur on a monthly basis, whereby CE will (i) generate and transmit to Vendor information regarding the number of Inquiries submitted by Vendor which are Approved Inquiries within thirty (30) days; and (ii) CE shall make payment to Vendor based on such information as defined in Section 2.4. Payment Terms. CE will pay Vendor each undisputed amount generated pursuant to Section 2.3 within forty five (45) days. No Representations. Vendor shall not make any representations, warranties or other statements regarding CE, CE’s websites, CE’s policies or practices, or any of CE’s products or services unless authorized in advance in a writing signed by a CE Officer. Subcontractors. Vendor may use subcontractors to perform its obligations hereunder; provided, however, that Vendor shall (a) ensure that all such subcontractors comply with the terms of this Agreement (including without limitation compliance with all applicable laws, statutes or other governmental regulations); and (b) be fully responsible for such subcontractors’ performance hereunder. INTELLECTUAL PROPERTY RIGHTS/ OWNERSHIP OF INQUIRIES. Licenses. Subject to the terms and conditions of this Agreement and relevant Insertion Orders, CE grants to Vendor a non-exclusive, non-transferable, worldwide, revocable, royalty-free license to: (i) use the CE software provided to Vendor (“Code”) to collect Inquiries; and (ii) reproduce, display, and use CE’s trademarks, service marks and logos set forth in Schedule 1.1 (collectively “CE Trademarks”), all solely in a form and context approved in advance by CE in writing and solely for Vendor’s performance of its obligations under a specific Insertion Order and this Agreement. CE reserves the right to require changes in Vendor’s use of the Code or CE Trademarks, and Vendor agrees to promptly comply with CE’s requirements. Vendor may not use the Code or CE’s Trademarks in a manner that implies, directly or indirectly, that CE is affiliated with, endorses, or sponsors Vendor, or in a manner that disparages or casts a false light upon CE. All such authorized use of the Code and CE’s Trademarks shall inure to the benefit of CE and Vendor understands and agrees that its use of the Code and CE’s Trademarks shall not create any right, title or interest in or to such Code and CE Trademarks in Vendor. Ownership of Inquiries. Vendor agrees that CE shall own all Inquiries delivered by Vendor to CE, including any information contained therein, and Vendor hereby assigns to CE any and all rights, title and interest therein to CE. Advertising. Vendor may create advertising materials promoting CE consistent with terms of this Agreement; provided, however, that all such advertising materials, including without limitation any promotional email messages, must be approved in advance and in writing by an officer of CE prior to any distribution or public display of such material. Vendor shall assign, and hereby assigns to CE, any and all rights, title and interest, in and to any advertising materials mentioning CE or promoting CE’s products or services. CONFIDENTIALITY. Confidential Information. Except as otherwise provided in this Agreement, the parties agree that the terms of this Agreement and all information, data, materials or technology received by one party from the other party that is marked as “Confidential” or “Proprietary,” or that, under the circumstances taken as a whole, would be reasonably deemed to be confidential (“Confidential Information”) will be received in strict confidence, will be used only for purposes of this Agreement, and will not be disclosed by the receiving party, or its agents, without the prior written consent of the disclosing party. Each party agrees to use at least the same means to protect the disclosing party’s Confidential Information that it uses to protect its own Confidential Information, but in any event not less than commercially reasonable means, to prevent disclosure to third parties. CE Confidential Information shall include, without limitation, Inquiries and CE Data. Notwithstanding anything to the contrary herein, Vendor shall only disclose CE Confidential Information to Vendor employees and contractors who need to know such CE Confidential Information in connection with this Agreement. Confidential Information will not include information that is (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the receiving party; (iii) rightfully received from a third party without an obligation of confidentiality; and (iv) independently developed without use of the other party’s Confidential Information. Destruction of Confidential Information. Upon the termination or expiration of this Agreement, Vendor shall return to CE or, upon CE’s written request, destroy all CE Confidential Information, and shall provide to CE a certification signed by an officer of Vendor that it has complied with this obligation. WARRANTIES. Vendor warrants that (i) it has all power and authority to conduct its business as presently conducted and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms; (ii) the execution, delivery and performance by Vendor and its subcontractors of this Agreement does not and will not violate any law, statute or other governmental regulation; and (iii) the collection of the Inquiries and the contacting of the corresponding individuals by CE or its partners shall not violate any law, statute or other governmental regulation or the rights of those individuals. INDEMNIFICATION. Each party (“Indemnifying Party”) shall defend, indemnify and hold harmless the other party, including its affiliates, and any of their officers, directors, employees, agents, successors and assigns (“Indemnified Party”), from and against any and all losses, damages, liabilities, fines, penalties, settlements, costs and expenses (including legal expenses and the expenses of other professionals) resulting from any claim, demand, or cause of action that arises out of any breach by the Indemnifying Party of any of the terms, covenants, representations, warranties and any other provisions contained in this Agreement (“Claim”). The Indemnified Party will provide the Indemnifying Party with prompt written notice of the Claim (provided that the failure to provide prompt notice will only relieve the Indemnifying Party of its obligations to the extent it is materially prejudiced by such failure) and permit the Indemnifying Party to control the defense, settlement or compromise of such Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to such Claim; provided, however, that if such counsel is necessary because the Indemnifying Party does not assume control as provided herein, the Indemnifying Party will also be responsible for the expense of such counsel. Neither party shall have authority to settle any Claim on behalf of the other. TERM/TERMINATION. The term of this Agreement will commence on the Effective Date and will continue in effect unless terminated by either party in accordance with this Agreement. Either party may terminate this Agreement by providing written notice to the other party at least five (5) days in advance of such termination. CE may terminate this Agreement, and any outstanding Insertion Orders, immediately on notice of a material breach by Vendor of this Agreement. Upon any termination of this Agreement, all licenses granted shall terminate. The following Sections will survive termination or expiration of this Agreement: Sections 1 through 4, 6, 7 and 9. MISCELLANEOUS. Notices. Whenever any notice to a party is required hereunder, such notice shall be in writing, addressed to the party’s address set forth below, and shall be delivered personally, by commercial courier service or by facsimile transmission. Such notice shall be deemed given and received when actually delivered or transmitted by facsimile and electronically confirmed by the sender’s facsimile system. If to CE: Nick Roberts SVP, Internet Marketing Campus Explorer, Inc. 2850 Ocean Park Blvd., Ste 310 Santa Monica, CA 90405 Fax: 310-564-0337 If to Vendor: [Insert] Independent Contractor. The parties hereto are independent contractors and neither party is an employee, agent, partner or joint venturer of the other party. Without limiting the foregoing, neither party is authorized to act on behalf of the other, and neither party shall have the right to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party. Modification. This Agreement may not be modified or altered in any respect except by a writing executed by both parties hereto. Assignability. This Agreement is not assignable by either party without the prior written consent of the other party. Notwithstanding the foregoing, CE may assign this Agreement in whole or in part, to any successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of its business, or pursuant to any other transaction in which ownership of more than fifty percent (50%) of its voting securities is transferred. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. In the event of conflict between the terms of any Insertion Order and this Agreement, the terms of this Agreement shall control. Governing Law/Disputes. This Agreement shall be interpreted in accordance with and governed by the law of the State of California, without regard to conflict of laws principles. Any suits brought hereunder shall be brought in the federal or state courts in Los Angeles County. In the event of any claim, action or judicial proceeding arising under this Agreement, the prevailing Party shall be entitled to recover reasonable attorney’s fees and expenses incurred. Notwithstanding the foregoing, in the event of a dispute over a payment or any part thereof, Vendor must first submit to CE a written notice detailing the amount disputed and the basis for the dispute. Upon receipt of such notice, both parties shall make reasonable, good faith efforts to resolve the dispute within thirty (30) days following the date of such notice. If the dispute is not resolved within such period, either party may submit the dispute for judicial resolution as herein provided. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date and year first above written. Campus Explorer, Inc. By: _____________________________ Date: __________________ Title: ____________________________ VENDOR By: _____________________________ Date: __________________ Title: ____________________________ Schedule 1.1 CE Trademarks Campus Explorer CampusExplorer.Com APPENDIX A DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following definitions: “Inquiry” means valid, personally identifiable information about an individual, including contact information, that Vendor has produced through verifiable means and in accordance with this Agreement, whereby the individual has expressed an interest in one or more of CE’s offerings and who has consented to be contacted by and to receive promotional material from CE or CE partners and which information has not been previously provided to CE. “Approved Inquiry” means an Inquiry delivered by Vendor to CE in accordance with the terms of this Agreement, which Inquiry is valid and complete and has been approved by CE as meeting all of the criteria for an Inquiry and for which compensation shall be due to Vendor as provided herein. “Insertion Order” means any insertion order signed by both parties that expressly or implicitly references this Agreement and the line of business for which CE is interested in having Vendor collect Inquiries. Each Insertion Order shall contain the number of Inquiries authorized by CE for purchase and a time period for delivery of those Inquiries. “CE Data” means data regarding CE, its employees, customers, suppliers, and any Code (as defined herein) and marketing materials provided to Vendor hereunder, or to which Vendor has access in connection with this Agreement. “Inquiry Validation Procedures” means those policies, procedures and marketing guidelines set forth in Appendix B and C for the determination of valid Inquiries. Appendix B VALIDATION PROCEDURES. The following are examples of why an Inquiry may not be an Approved Inquiry: Graduation Year (student graduates high school in 2014 or beyond (e.g. the following year from the date of the original Inquiry was submitted - student is too young) No Program Available (e.g. looking for nursing (RN) program in Oak Park, Ill and there are no schools in an acceptable radius offering nursing programs etc. or there is a school in or near Oak Park but the program of choice is not offered.) Out of Area (Schools may purchase inquiries within a certain mile radius of their school.) Invalid User Data (bad phone number, email or physical address) Unable to Contact (no one answers the phone after repeated attempts) Duplicate Inquiry (user already submitted an inquiry to the school)APPENDIX C MARKETING RESTRICTIONS. Vendor agrees that it is subject to and shall comply with the following marketing restrictions: Vendor shall not provide or offer any incentive in connection with or in exchange for any Inquiry, including without limitation, a chance to win goods or services. Vendor shall not make any promise or promotion of salary-related increases or ranges in any copy related to the advertisements or web pages utilized to generate the Inquiry. Vendor shall not include any offers of grants, scholarships, financial aid, free money, or other government grants in any copy related to the advertisements or web pages utilized to generate the Inquiry. Vendor shall not include any offers or guarantee of employment upon completion of any program in any copy related to the advertisements or web pages utilized to generate the Inquiry. Vendors shall comply with all applicable laws, statutes or other governmental regulations governing advertising, including FTC and FCC guidelines. Vendor shall not use superlatives e.g. hottest, coolest, greatest, etc. in any copy related to the advertisements or web pages utilized to generate the Inquiry. Vendor shall not use registration paths that force the user to submit leads without the underlying intent to do so. Vendor shall not bid on or purchase as a keyword or phrase for any search engine or similar technology any CE trademark or service mark (or misspellings or alternate spellings thereof) or any trademark or service mark of a CE partner school, alone or in combination, including, without limitation, any of the following words or phrases: Campus Explorer, CampusExplorer.com, CampusExplorer (collectively, the “CE Brand”). If Vendor is notified by CE that it has purchased or is using a keyword or phrase that CE determines violates this provision, Vendor will immediately stop using such keyword or phrase, and all forms thereof. Vendor shall take reasonable commercial measures to ensure that it shall not take actions that cause harm or injury to the CE Brand or CE partners, affiliates or colleges represented on the CE web site. Vendor shall not include the CE Brand or any CE partners’ brand or marks in the title, advertising copy, or display URL for marketing or advertising conducted by search engine or similar technology. Vendor shall not purchase any domain names that consist of, in whole or in part, the CE Brand or that of a CE partner without express written permission from the owner of that mark. Insertion Order Order Date: January 23, 2014 Insertion Order Number: ________ Client Name: __________ Service Provider: Campus Explorer, Inc. Address: _____________ Address: 2850 Ocean Park Blvd., #310 ______________ Santa Monica, CA 90405 Contact: _______ Contact: Nick Roberts Phone: _______ Phone: 714-814-1368 Fax: Fax: 310-961-5952 Description Run Dates CPL Daily LRU Quantity Lead Request Users for All Programs 1/23/2014 to xx/xx/2015 Variable Variable NO CALL CENTER LEADS WILL BE ACCEPTED TOTAL Variable By signing below, each party hereby agrees to the foregoing and the Master Marketing Agreement signed on January 23, 2014. Please note that the countersigned Insertion Orders are due back to Campus Explorer, Inc. by the 5th day of the month. Authorization: Client: ______________ Service Provider: Campus Explorer, Inc. Signed: _______________________ Signed: ____________________ Printed Name: ________ Printed Name: Nick Roberts Title: _____________ Title: Senior Vice President, Marketing Date: Date:
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