Proximity Marketing

SERVICE AGREEMENT

THIS AGREEMENT sets forth the terms and conditions under which PROXIMITY MARKETING may provide certain services to the undersigned identified as "CUSTOMER" herein, pursuant to any work provided by PROXIMITY MARKETING. By using these services, CUSTOMER agrees to be bound by the following terms and conditions:

1. Scope of Service. PROXIMITY MARKETING shall use reasonable efforts to provide the services at prices quoted for any work performed or service provided to CUSTOMER.

2. Fees, Expenses and Taxes. CUSTOMER shall pay PROXIMITY MARKETING all applicable fees upon completion of the work or project as set forth in the invoice provided to CUSTOMER. PROXIMITY MARKETING may modify the rates, features and specifications of any service at its discretion. The fees do not include taxes and, if PROXIMITY MARKETING is required to pay any federal, state, local or foreign taxes based on the services, such taxes will be billed to and paid by CUSTOMER.

3. Invoices and Payment. Except as otherwise provided, PROXIMITY MARKETING shall invoice CUSTOMER at the completion of the project or service. Each invoice is due and payable upon the terms set forth in the invoice and PROXIMITY MARKETING may impose a service charge of 1.5% per month on any unpaid balance. CUSTOMER agrees to pay all reasonable costs incurred by PROXIMITY MARKETING in collecting any overdue charges including reasonable attorney fees. PROXIMITY MARKETING may require a security deposit from CUSTOMER if, in its discretion, PROXIMITY MARKETING deems such deposit to be necessary.

4. Indemnification. CUSTOMER represents that the list it is providing to PROXIMITY MARKETING is a valid permission-based list and that all individuals, entities or companies on this list have solicited this information. CUSTOMER agrees to indemnify and hold harmless PROXIMITY MARKETING, its officers, agents, servants and employees, against all liabilities or damages that PROXIMITY MARKETING may suffer as a result of any claim, demand, cost or judgment against them arising out of the services provided to CUSTOMER. This indemnification includes but is not limited to any claim filed against PROXIMITY MARKETING under 47 United States Code, Section 227. If PROXIMITY MARKETING, in the enforcement of any part of this indemnity agreement, incurs necessary expenses or becomes obligated to pay attorney fees or court costs, CUSTOMER agrees to reimburse PROXIMITY MARKETING for such expenses, attorney fees and costs within thirty (30) days after receiving written notice from PROXIMITY MARKETING or of the incurring of such expenses, costs or obligations.

5. Limitation of Liability and Damages. PROXIMITY MARKETING's liability to CUSTOMER for any matter relating to this agreement is limited to the amount actually paid to PROXIMITY MARKETING under the terms of this agreement. PROXIMITY MARKETING shall not be liable for any loss of use, loss or inaccuracy of data, lost profits, interruption of business or any indirect, special, incidental or consequential damages of any kind, even if PROXIMITY MARKETING has been advised of the possibility of such damages. PROXIMITY MARKETING shall not be liable for any damages resulting from CUSTOMER reliance on information or advice provided in connection with these services by any third party not affiliated with PROXIMITY MARKETING. PROXIMITY MARKETING is in no way the legal representative or agent of CUSTOMER for any purpose whatsoever.

6. Confidential Information. PROXIMITY MARKETING and CUSTOMER acknowledge that, in the course of the performance of this agreement, it may obtain certain information of the other party identified in writing as being confidential. Any information that either party desires to be confidential must contain the notation "Confidential Information." The party receiving such Confidential Information shall not use or disclose such Confidential Information to a third party other than as expressly permitted under this agreement or as required by judicial, tribunal or government order. Confidential Information does not include any information which CUSTOMER provides to PROXIMITY MARKETING to distribute in connection with these services; specifically, any content provided to PROXIMITY MARKETING for the purpose of distribution shall not be Confidential Information. All documents of any kind, including machine-readable media, whether originals or copies made by either party, containing a trade secret of either party, shall be and remain the sole property of that party. All Confidential Information shall be returned to the appropriate party upon termination of this agreement.

7. Term and Termination. This agreement applies to all work performed by PROXIMITY on behalf of CUSTOMER. In the event of a breach by CUSTOMER of its obligations under the terms of this agreement, PROXIMITY MARKETING may immediately cease to provide services to CUSTOMER. The provisions of Sections 3, 4, 5 and 6 and all payment obligations incurred prior to termination shall survive the termination of this agreement.

8. Arbitration. Any dispute arising out of this contract, including any interpretation of this agreement and the performance or nonperformance thereof, shall be settled by binding arbitration in Cuyahoga County, Ohio, under the Commercial Rules of Arbitration of the American Arbitration Association. The arbitrator shall have no authority to award punitive or exemplary damages against either party. This agreement is governed by the laws of the State of Ohio without reference to its conflict of law principles. It is hereby agreed that no action for damages arising out of an alleged breach of this agreement may be brought by one party against the other more than one (1) year after the alleged breach. This instrument contains the entire agreement between the parties and it is expressly understood and agreed that no promises, provisions, terms, warranties, conditions or obligations whatsoever, either express or implied, other than herein set forth shall be binding upon either party. This agreement is complete and contains the entire contract between the parties and no salesman, agent or other representative, unless authorized in writing by the President of PROXIMITY MARKETING, has any power or authority to add, waive, abridge, modify, alter or amend this agreement in any respect whatsoever. PROXIMITY MARKETING and CUSTOMER have the power and authority to enter into this agreement and to perform the obligations hereunder.