RECITALS

WHEREAS, Affiliate owns and/or controls the rights to certain online marketing campaigns, and/or supplies, finances, and/or manages the marketing campaigns of its own clients or affiliates engaged in the business of marketing, selling, and distributing various products (the “Affiliate’s Business”).

WHEREAS, Company is a consultant in the business of providing individuals, business, and/or other organizations in the Affiliate’s industry with the ability to manage and account for the debit and/or credit facilities (“Media Cards”) used to purchase online marketing media (“Media”) (collectively the “Services”).

WHEREAS, Affiliate wishes to retain Company to provide the Services pursuant to the terms and conditions of this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the promises set forth above and the mutual promises, agreements, and conditions stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree to the following:

Incorporation of Recitals

The foregoing Recitals are incorporated by this reference as though fully set forth herein.

Definitions

Those terms that have been defined through this Agreement shall bear the meanings ascribed to them, or otherwise, shall have the meanings identified below:

• “Affiliate,” as used herein, shall mean , a _ , and all of its agents, assigns, affiliates, predecessors, successors, subsidiaries, parents, or any other Person that receives any benefit from the Services.
• “Agreement,” as used herein, shall mean this Media Transaction Services Agreement, and all exhibits hereto, and shall include any subsequent amendments or modifications to this Agreement.
• “Applicable Rules and Regulations,” as used herein, shall mean the rules, regulations, policies and/or procedures of any federal or state department or agency having jurisdiction over the activities, conduct, actions, or representations made by Company or Affiliate.
• “Cash Balance,” as used herein, shall mean the total amount of available funds existing in Affiliate’s Designated Account.
• “Company,” as used herein, shall mean Response Media Management, LLC, a Nevada Limited Liability Corporation.
• “Designated Account(s),” as used herein, shall mean the bank account or bank accounts designated by Company into which Affiliate is to deposit the funds that Affiliate intends to utilize for Affiliate’s Business. Company shall have the discretion to change the Designated Account, and transfer any funds belonging to Affiliate into any newly Designated Account, or Accounts, established by Company.
• “Monthly Fee Average,” as used herein, shall be equal to the collective Subscription and Service Fees earned by Company for the provision of the Services to Affiliate, divided by the total number of months that Company has provided the Services to Affiliate.
• “Person,” as used herein, shall mean any individual, business, and/or other organization or entity.
• “Reserve,” as used herein, shall mean the minimum Cash Balance that Company, in its sole discretion, will require Affiliate to maintain in its Designated Accounts, which at no point in time will exceed the amount of ten percent (10%) of the average Gross Media Purchase in any given month.

Scope of Services and Authority

Company shall perform the actions necessary to complete the Services in a timely and professional manner consistent with industry standards, and at a location, place, and time which Company deems appropriate. Company will maintain Designated Account(s) into which Affiliate intends to make a series of deposits (“Gross Deposit(s)”). Company will issue Media Card(s), in the name, and with those credit limits requested by, Affiliate, subject to Company’s approval. Affiliate will utilize the Media Card(s) for the purpose of purchasing Media (“Gross Media Purchases”). At no time shall Affiliate’s Gross Media Purchases in any given day exceed its Cash Balance (“Daily Purchase Limit”). If at any time Affiliate’s Gross Media Purchases in any given day exceeds its Cash Balance, Company shall have the absolute right and discretion to: (i) revoke and freeze Affiliate’s ability to utilize the Media Card to purchase Media, and/or (ii) reverse or challenge any of the transactions which caused the Gross Media Purchases to exceed the Cash Balance in the Designated Account(s). Company may also, in its sole discretion, establish a Reserve, which shall be excluded from the Cash Balance for purposes of determining the Daily Purchase Limit.

Payment of Media Card Balance

Company shall have the right and sole discretion to pay any balances owed on the Media Card(s) used by Affiliate to purchase Media, at any time, from the funds deposited by Affiliate into the Designated Account(s). Company shall be under no obligation to provide Affiliate with advance notice of the payment being made.

Transaction Accounting

Company shall provide Affiliate with access to a digital spreadsheet which will provide Affiliate with a daily accounting of each purchase of Media made, segregated by the Media Card utilized for each purchase (“Daily Transaction Report”). Affiliate will be provided with a unique user name and password which will provide Affiliate with access to the Daily Transaction Report.

Relationships of the Parties

Company’s relationship with Affiliate will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Furthermore, Company is not, and shall not be regarded as, a fiduciary of Affiliate, and will not assume the role of any capacity in which a fiduciary duty is owed. Company provides Affiliate with a service which is intended to provide Affiliate with more readily accessible information pertaining to the Affiliate’s use and purchase of Media. Company will not manage the marketing plans or promotions which Affiliate intends to employ, nor shall Company evaluate the viability of any such plans. Affiliate hereby acknowledges and agrees that Company’s relationship with Affiliate is non-exclusive, and that Company may have provided, is presently providing, or will in the future provide services to other individuals, business, and/or other entities in Affiliate’s, or outside of Affiliate’s, industry. Company will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Company performance of services and receipt of fees under this Agreement. Because Company is an independent contractor, Affiliate will not withhold or make payments for any taxes.

Term and Termination

This Agreement will become effective on the date when it is executed by the Parties (the “Effective Date”) and will remain in full force and effect until terminated by either Party. Either Party may terminate this Agreement at any time, for any reason, by providing thirty (30) days prior written notice to the other Party. This Agreement will automatically terminate in the event that either Party breaches any material provision of this Agreement. Upon termination, Company will return the unused balance of the funds deposited into the Designated Account(s), after any and all debts or balances have been paid in full by Affiliate. Company will also provide Affiliate with a final accounting report, which will be considered conclusive, and which will list each transaction paid

Transaction Fees

Affiliate shall pay to Company transaction fees as listed on Company’s fee schedule in effect at the time of the Affiliate’s use of the Services. These fees may be changed by Company at any time, with notice to Affiliate. Company shall have the discretion to change the fees associated with any particular transaction made by Affiliate, at any time, with or without notice. Affiliate authorizes Company to deduct the fees associated with any transaction made by Affiliate from the Cash Balance existing in Affiliate’s Designated Account.

Monthly Fees

During the term of this Agreement, Affiliate shall pay to Company a monthly fee as calculated above. This fee shall be assessed on the first day of each month, and shall be due and payable on the last day of that month. Failure to pay the monthly fee when it is due will result in the cancellation of the Service. Monthly fees are subject to change upon thirty (30) days’ notice to Affiliate.

Return Policy

Affiliate shall have the right to cancel this Agreement and be relieved of any obligation upon delivering written notice to Company. Company shall return the unused balance of the funds in Affiliate’s Designated Account, subject to any and all balances or debts owed by Affiliate.

Dispute Resolution

Any dispute arising under this Agreement shall be resolved through arbitration as set forth in the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration hereunder will be held in Las Vegas, Nevada.

Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.

Entire Agreement

This Agreement contains the entire agreement between the Parties and supersedes all previous agreements and understandings between the Parties, whether oral or written.

Amendments

This Agreement may be amended only in writing and signed by both Parties.

Execution in Counterparts

This Agreement may be executed in counterparts, and any fully executed counterpart shall be binding upon the Party against whom it is enforceable, whether or not the other Party has executed that counterpart.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Notice

Any notice required by this Agreement shall be in writing and delivered to the other Party by certified mail, return receipt requested, or by an overnight courier service. All notices hereunder shall be effective upon receipt by the other Party.

Headings

The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.

Acceptance

Affiliate and Company, by signing below, hereby accept and agree to the terms and conditions set forth in this Agreement.

“COMPANY”

RESPONSE MEDIA MANAGEMENT, LLC

a Nevada LLC

By: Print Name: Kali Ashford Title: Owner Address: Phone: E-mail:

“AFFILIATE”

RESPONSE MEDIA MANAGEMENT, LLC

a Nevada LLC

By: Print Name: Title: Address: Phone: E-mail: