Professional Services Agreement

This Professional Services Agreement is hereby entered into between American Family Media, LLC (“AFM”) and you (“Client”) (as named and dated in the Statement of Work). Any Services provided by AFM to Client are subject to the following terms and conditions.

Definitions.

“Additional Services” means any services Client requests AFM provide that are not included in the Statement of Work.

“AFM Materials” means all materials, including, but not limited, to any computer software (in object code and source code form), script, programming code, data, information or HTML script developed or provided by AFM or its suppliers under this Agreement (with the exception of original elements of audiovisual displays created hereunder specifically for Client, which shall be deemed to be part of Client Content), and any trade secrets, know-how, methodologies and processes related to AFM’s products or services.

“Change Order” means a written change order for revisions to the Website that Client wishes to implement that deviate in any material respect from the Specifications containing (i) such revisions in detail and (ii) a request for a price quote for each change.

“Client Content” means all text, pictures, sound, graphics, video and other data supplied by Client to be incorporated into the Website and/or Services.

“Fees” means the various fees set forth in Statement of Work for the Services.

“Domain Names” means the domain names specified for the Client’s website from time to time. The initial Domain Name is specified in Statement of Work.

“Hosting Services” means the services for hosting the Website on the Internet as set forth in the Statement of Work.

“Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

“Search Engine Marketing Services” means the marketing services AFM provides to Client as set forth in the Statement of Work, including but not limited to pay per click advertising, search engine optimization, keyword research and strategy, and social media strategy.

“Services” means Additional Services, Search Engine Marketing Services, Website Design Services and Hosting Services.

“Specifications” means detailed specifications for the Website, including without limitation a design for the Website, a flow chart of the pages for the Website, programming and interactive feature requirements, and the placement of any content or other materials which are to be incorporated into the Website.

“Statement of Work” means the statement of work setting forth the Services to be provided by AFM to Client and the related Fees.

“Updates” means revisions, updates, deletions, enhancements or modifications to the Website, including without limitation advertising banners, licensee banners, pictures, and video clips appearing on the Website.

“Website” means the user interface, functionality and Client Content made available on pages under the Domain Names.

“Website Design Services” means the website design services AFM provides to Client as set forth in the Statement of Work.

“Website Maintenance Services” means the website maintenance services AFM provides to Client as set forth in the Statement of Work.

Search Engine Marketing Services

General. AFM shall provide Client with the Internet Marketing Services.

Keywords and Phrases.

AFM is authorized to use the specific keywords and/or phases set forth in the Statement of Work for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s) (as set forth in the Statement of Work) in search engines and/or directories.

Client shall take full responsibility for the keywords or key phrases used and optimized in the Website. Client acknowledges they will follow the guidelines set by AFM in choosing the keywords or key phrases. Should Client insist to use own keywords, further approval must be obtained from AFM to ensure that keywords are not too competitive and can achieve successful search engine results.

Client Acknowledgement. Client understands, acknowledges and agrees that:

AFM has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. The Website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. AFM will resubmit those pages that have been dropped from the index.

Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list the Website.

Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.

Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, AFM will re-submit the web site(s) based on the current policies of the search engine or directory in question.

Some search engines and directories offer expedited listing services for a fee. AFM encourages Client to take advantage of these expedited services. Client is responsible for all expedited service fees unless otherwise noted in the Statement of Work.

Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all Search Engine Services efforts. AFM does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than some amount of time. This is referred to as the “Google Sandbox.” AFM assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.

Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, AFM does not guarantee number one positions or consistent top ten positions for any particular keyword, phrase, or search term.

Client Obligations. Client agrees:

To provide AFM with FTP access to its web sites for uploading new pages, and making changes for the purpose of optimization or approval to go through a third party.

To authorize AFM use of all Client’s logos, trademarks, Website images, etc., for use in creating informational pages and any other uses as deemed necessary by AFM for search engine positioning and optimization.

If the Website is light in textual content, Client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500 word “articles” about each of their keyword phrases.

Third Party Website Changes. AFM is not responsible for changes made to the Website by Client or any other third parties that adversely affect the search engine or directory rankings of the Website.

Website Design Services

General. AFM shall provide Client with the Website Design Services.

Specifications and Client Content. AFM, in consultation with Client, shall prepare the Specifications. If the Parties are unable to agree in writing to mutually acceptable Specifications, after using good faith efforts, on or before sixty (60) days after the Effective Date, either party may terminate this Agreement by providing written notice to the other party. Such termination shall not relieve Client from the obligation of paying AFM for all fees due and owing AFM as of the date of such termination.

Delivery of Client Content. Client shall deliver the Client Content to AFM in an electronic file format specified and accessible by AFM (e.g., .txt, .gif) or as otherwise specified in the Specifications. Any services required to convert or input Client Content not set forth in the Specifications shall be charged as Additional Services. Client shall promptly deliver all Client Content to AFM as required by AFM.

Initial Version. Upon completion of mutually agreeable Specifications, and upon AFM’s receipt of the Client Content and any fees called for in the Statement of Work, AFM shall commence tasks associated with the development of the initial version of the Website (“Initial Version”) and notify the Client of the URL (Uniform Resource Locator) or other address of the Initial Version. AFM shall use combinations of technology as AFM, in consultation with the Client, deems appropriate to develop the Website.

Revisions. Client shall have thirty (30) days, or such time as otherwise agreed by the Parties in the Statement of Work, from the date of a written notice of completion of the Initial Version from AFM to review and request in writing from AFM revisions to the Initial Version. Upon receipt of such requests, AFM shall use commercially reasonable efforts to implement such revision requests that are within the scope of, and consistent with, the Specifications. If Client wishes to implement any revisions to the Website that deviate in any material respect from the Specifications, Client shall submit to AFM a Change Order. AFM shall promptly evaluate the Change Order and submit to Client for its written acceptance a proposal for undertaking the applicable tasks and a price quote reflecting all associated fees associated with Client’s Change Order. Client shall have five (5) business days from receipt of such proposal to accept or reject AFM’s proposal in writing. If Client accepts AFM’s proposal to undertake the work necessitated by the Change Order, then the Change Order, as supplemented and/or modified by AFM’s proposal, shall amend and become a part of the Specifications and Statement of Work (Fee and Payment Schedule), and AFM shall proceed to implement such revisions in accordance with the Specifications and Statement of Work as so modified.

Website Acceptance. If (i) Client has not made any requests for revisions by the end of thirty (30) days from the date of written notice of completion of the Initial Version from AFM, or by such time as otherwise agreed by the Parties in writing, or (ii) upon completion of implementation of such requests which were mutually agreed upon by the Parties under the revised Specifications pursuant to a Change Order, the Website shall be deemed accepted by Client.

Transfer. Upon Acceptance of the Website and payment of all fees called for in Statement of Work and unless Client is using the Hosting Services, AFM shall transfer the Website to the computer system owned and operated by Client and/or its designated third party contractor, identified on the Statement of Work, through which the Website may be accessed via the World Wide Web portion of the Internet (the “Host Server”).

Website Maintenance Services.

General. AFM shall provide Client with Website Maintenance Services.

Web Page Updates.

Updates. Upon request by Client from time to time and as set forth in the Statement of Work, AFM shall provide Updates to the Website within four (4) business days following delivery by Client of all data required to produce the Updates.

Update Software. Upon request by Client from time to time and as set forth in the Statement of Work, AFM shall make available software tools necessary for Client to update the Website directly, provided that Client shall be responsible for all third-party license and/or usage fees.

Website Information. All technical information pertaining to the usage of the Website, including but not limited to “page views,” “click-throughs,” and data storage space shall be transmitted to Client on at least a weekly basis free of charge.

Website User Information. All user information available from people accessing the Website, sending email to the website, joining clubs or participating in chat rooms or message boards at the website, or purchasing items from the Website; including, without limitation, names, ages, addresses, email addresses, telephone numbers, credit card information, products requested, and any other demographic, psychographic, or other information directly or indirectly obtained from such users (collectively, “User Information”) shall be recorded and transmitted to Client accurately and completely, periodically as requested by Client at a cost set forth in the Statement Work, provided that all such information for the period shall be contained within a single report.

Website Server Maintenance. All occasional or periodic servicing of the Website hardware and software shall be provided as set forth in the Statement of Work.

Hosting Services

General. AFM agrees to provide Client with Hosting Services.

Client Content. Client shall provide to AFM all materials comprising the Website, including, but not limited to, the Client Content, which shall be in a correct format (as specified by AFM in consultation with Client), including, but not limited to, HTML format. The Client Content shall be properly adapted and translated by Client for posting to the AFM server (the “AFM Server”) so that the Website may be accessed via the Internet.

Availability of Website. Unless otherwise indicated in the Statement of Work, the Website shall be accessible to third parties via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Hosting Services due to causes beyond the control of AFM or which are not reasonably foreseeable by AFM, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Inter-net slow-downs or failures. In the event of any loss or interruption of Hosting Services, Client’s sole and exclusive remedy and AFM’s sole and exclusive liability for any loss or interruption of Hosting Services shall be as follows: for loss or interruption of Hosting Services which is due to (i) causes other than scheduled maintenance and required repairs, or (ii) causes beyond the control of AFM, or (iii) causes which are not reasonably foreseeable by AFM, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, Client shall receive a credit against future Hosting Services as set forth in the Statement of Work.

Domain Name Registration. As part of the initial Hosting Services, Client shall provide AFM with a registered domain name, or AFM shall register at Client’s sole cost and expense the domain name(s) selected by Client provided that such domain name is available for registration and does not violate any InterNIC or other registration services’ policies, or any law or regulation. Client agrees to promptly reimburse to AFM any fees paid by AFM to InterNIC or other registration services with respect to the registration and maintenance of such domain name.

Domain Name Disputes. In the event of any dispute or cause of action arising out of or related to Client’s domain name used in connection with the Website, upon Client’s request AFM will attempt to register with InterNIC an alternative domain name chosen by Client and attempt to make the Website available over the Internet under such alternative name for an additional fee to be charged to Client pursuant to the fee and payment schedule set forth in Statement of Work.

Additional Storage and Transfer. In the event that the Website requires storage and transfer on the AFM Server which exceeds the amount of storage included in the Hosting Services, Client may, upon thirty (30) days written notice to AFM, request that AFM (a) upgrade the level of Hosting Services, or (b) acquire additional incremental storage to be included in the Hosting Services, on a time and materials basis and in accordance with the fee and payment schedule in the Statement of Work. AFM shall review all such requests and determine, in consultation with Client, whether it can reasonably comply with such requests and, if so, AFM shall propose a procedure and budget for complying with such request.

Updates. As part of the Hosting Services, AFM shall provide Client with a system and the necessary software to allow Client to transmit Updates to a staging server designated by AFM (the “Staging Server”). AFM shall update the AFM Server with the Updates according to a schedule agreed upon by the Parties, in writing, provided that (i) Client is not in default of its payment obligations hereunder, (ii) such Updates are within the scope of the Hosting Services under this Agreement; and (iii) such Updates are in a form which may be placed on the AFM Server and accessed over the Internet. If the Updates are not within the scope of the Hosting Services under this Agreement, such Updates shall not be made unless and until the Parties enter into a work order forth the terms and conditions of such Updates.

Proprietary Rights

Proprietary Rights of Client. As between Client and AFM, Client Content shall remain the sole and exclusive property of Client, including, without limitation, all Intellectual Property Rights.

Proprietary Rights of AFM. Subject to Client’s ownership interest in Client Content, AFM Materials shall remain the sole and exclusive property of AFM or its suppliers, including, without limitation, all related Intellectual Property Rights. To the extent, if any, that ownership of the AFM Materials does not automatically vest in AFM by virtue of this Agreement or otherwise, Client hereby transfers and assigns to AFM all rights, title and interest which Client may have in and to the AFM Materials. Client acknowledges and agrees that AFM is in the business of designing and hosting Web sites, and that AFM shall have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any AFM Materials in providing such services.

Client Assistance. To the extent that Client obtains or is deemed to obtain any Intellectual Property Rights in and to AFM Materials, by operation of law or otherwise, Client hereby disclaims such rights, assigns and transfers such rights exclusively to AFM, and will provide reasonable assistance to AFM to give effect to such assignment and in the protection, enforcement and maintenance of such rights by AFM.

Confidentiality. Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, including, but not limited to software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party. Except as provided for in this Agreement, each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement.

AFM Notices. Unless otherwise agreed to in writing by the Parties, AFM shall have the right to place proprietary notices of AFM and its suppliers (including hypertext links related thereto) on the AFM Materials and on the Website, including AFM attribution and hypertext links to AFM’s web sites, and to change or update such notices from time to time upon notice to Client. In no event may client remove or alter any AFM proprietary notice from the AFM Materials or the Website without AFM’s prior written consent.

License

Grant of License by Client. Client hereby grants to AFM a non-exclusive, worldwide, royalty free license for the Initial Term and any Renewal Term (as those terms are hereinafter defined) to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Client Content as necessary to render the Services to Client under this Agreement.

Grant of License by AFM. AFM hereby grants to Client a limited, non-exclusive, nontransferable license solely for the Initial Term and any Renewal Term (as those terms are hereinafter defined) to make use of AFM Materials which are incorporated in the Website and which are required for the operation of the Website solely to operate the Website on the Host Server. AFM hereby reserves for itself all rights in and to the AFM Materials not expressly granted to Client in the immediately foregoing sentence. In no event shall Client use any trademarks or service marks of AFM without AFM’s prior written consent. Unless otherwise agreed to in writing by AFM, the transfer or attempted transfer of the Website to any host server other than the Host Server shall automatically terminate the foregoing license.

Client Content

Accuracy and Review of Client Content. Client assumes sole responsibility for: (a) acquiring any authorization(s) necessary for hypertext links to third party Web sites; and (b) the accuracy of materials provided to AFM, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (c) ensuring that the Client Content does not infringe or violate any right of any third party.

Limitations on Client Content. Client shall provide Client Content that does not contain any content or materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise expose AFM to civil or criminal liability. Any such materials provided by Client to AFM which do not satisfy the foregoing requirements in this Section 8.2 shall be deemed to be a material breach of this Agreement.

Fees and Taxes

Fees. Client shall pay the Fees as set forth in this Section 9.

Out-of-Pocket Expenses. Client shall pay, or promptly reimburse AFM for, any out-of-pocket expenses, including, without limitation, travel and travel-related expenses, incurred by AFM in connection with the performance of the Services.

Additional Services Fees. Unless otherwise agreed by the Parties in writing in the Statement of Work, Client shall pay to AFM all fees for Additional Services on a time and materials basis as invoiced by AFM.

Late Payment. Unless otherwise provided for in the Statement of Work, Client shall pay to AFM the Fees within thirty (30) days of the date of the applicable AFM invoice. If Client fails to pay any Fees within thirty (30) days from the date of an invoice, where applicable, late charges of the greater of percent eighteen (18%) per month or the maximum allowable under applicable law shall also become payable by Client to AFM. In addition, failure of Client to fully pay any fees within thirty (30) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services by AFM, and will be sufficient cause for immediate termination of this Agreement by AFM. Any such suspension does not relieve Client from paying past due fees plus interest and in event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs, and collection agency fees.

Taxes. Client shall pay or reimburse AFM for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by AFM under this Agreement; excluding, however, income taxes on profits which may be levied against AFM.

Warranties

AFM Warranties. AFM represents and warrants that (a) AFM has the power and authority to enter into and perform its obligations under this Agreement, and (b) AFM’s Services under this Agreement shall be performed in a workmanlike manner. AFM further represents and warrants that, for a period of Ninety (90) days after Client’s Acceptance of the Website, the Website will operate substantially in accordance with the Specifications. AFM further warrants to Client that, to AFM’s knowledge, the AFM Materials do not and will not infringe, or be misappropriations of, the property rights of third parties, provided, however, that AFM shall not be deemed to have breached such warranty to the extent that Client or its agent(s) have modified the Website in any manner or if the Website incorporates unauthorized third-party materials, through framing or otherwise.

Client Warranties. Client represents and warrants that (a) Client has the power and authority to enter into and perform its obligations under this Agreement, (b) Client Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and that Client owns the Client Content or otherwise has the right to place the Client Content on the Website, and (c) Client has obtained any authorization(s) necessary for hypertext links from the Website to other third party Web sites.

Extent Permitted by Law. Some jurisdictions do not allow the disclaimer of implied warranties and/or limitations of liability for certain types of damages. In such jurisdictions, some of the foregoing disclaimers and limitations may not apply to the Client. In such states the warranties provided by AFM and the liability of AFM will be limited to the fullest extent permitted by law.

Disclaimer of Warranty. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10.1, THE SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. AFM EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY AFM, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY CLIENT RELY ON ANY SUCH INFORMATION OR ADVICE.

Indemnification

Indemnification. Client agrees to indemnify, defend, and hold harmless AFM, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder or other material on the Website infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or licenses.

Notice. In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AFM, ITS EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL DAMAGES, OR OTHER PECUNIARY LOSS (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) INCURRED BY CLIENT AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR ARISING OUT OF THIS AGREEMENT OR IN ANY WAY CONNECTED TO CLIENT’S USE OF OR INABILITY TO USE THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS OR COST SAVINGS, EVEN IF AFM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFM’S MAXIMUM AGGREGATE LIABILITYTO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO AFM BY CLIENT UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Termination and Renewal

Term. This Agreement shall be effective when the Statement of Work is signed by the Parties and thereafter shall remain in effect for a period of three (3) yeas, unless earlier terminated as otherwise provided in this Agreement (the “Initial Term”). This Agreement shall automatically be renewed beyond the Initial Term for additional one (1) year terms (each, a “Renewal Term”) unless Client provides AFM with a written notice of termination at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term.

Termination. Either party may terminate this Agreement if a bankruptcy proceeding is instituted against the other party which is acquiesced in and not dismissed within thirty (30) days, or results in an adjudication of bankruptcy, or the other party materially breaches any of its representations, warranties or obligations under this Agreement, and such breach is not cured within thirty (30) days of receipt of notice specifying the breach, except that the cure period for failures of payment obligations shall be five (5) days. AFM may terminate this Agreement at any time and for any reason, including, without limitation, by notifying Client in writing that the Services have been performed in full and are completed, by providing written notice of termination to Client and refunding a pro rata portion of fees paid by Client for Services not yet rendered on the date of termination.

Termination and Payment. Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement.

Designated Contact. Each party shall designate one person in the Statement of Work who will act as the primary liaison for all communications regarding the Services to be rendered by AFM as set forth in the Statement of Work.

Miscellaneous

Entire Agreement. This Agreement and the Statement of Work constitute the entire agreement between Client and AFM with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement.

Cooperation. The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties.

Independent Contractors. AFM and its personnel, in performance of this Agreement, are acting as independent contractors and not employees or agents of Client.

Amendments. AFM may amend this Agreement from time to time in its sole discretion by posting new terms and conditions on AFM’s website.

Client Identification. AFM may use the name of and identify Client as an AFM client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.

Force Majeure. Except for the payment of fees by Client, if the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

Governing Law and Court Jurisdiction. This Agreement will be deemed to have been executed in and will be governed by and construed in accordance with the laws of the State of Kansas, without reference to the rules governing conflicts of law. Any action relating to this Agreement must be initiated in the District Court of Johnson County, Kansas, or, if federal subject matter jurisdiction is present and federal court is otherwise the appropriate court, in the United States District Court for the District of Kansas, sitting in Kansas City, Kansas.

Assignment. Client shall not assign, without the prior written consent of AFM, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement.

Notice. Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof, (ii) if by mail, three (3) days after deposit in the United States mails, postage prepaid, certified mail, return receipt requested, (iii) if by facsimile transmission, upon electronic confirmation thereof, or (iv) if by next day delivery service, upon such delivery. All notices shall be addressed as provided in the Statement of Work.

No Waiver. Any waiver of any right or remedy under this Agreement must be in writing and signed by the Party to be bound to be effective. Except as otherwise expressly provided in this Agreement, no delay or omission in exercising any right or remedy will operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion will not be construed as a waiver of any right or remedy on any future occasion.

Severability. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same Agreement.

Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

Approvals and Similar Actions. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.

Survival. All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.