| 1 - 8 MORTGAGES INC. Page 1 MARKETING AGREEMENT Between: 1 - 8 Mortgages Inc., a company incorporated under the laws of the province of British Columbia with a law office at 400 Burrard Street, Suite 1780, Vancouver, V6C 3A6 (“1-8”) and a business office located at: 350 Parker Square #270, Flower Mound (DFW), Texas 75028 And: ____________________________________ (“Customer”) Whereas 1-8 is in the business of providing exclusive area code(s) usage of the 1-8- MORTGAGES phone number as well as marketing and related services to Mortgage Bankers and Broker licensees; And Whereas Customer wishes to retain 1-8 to provide those services on the terms and conditions set out in this agreement; Now Therefore in consideration of the terms and conditions set out in this agreement and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1.0 Definitions:
administered by the North American Numbering Plan Administrator and its successors; 1.2 “Toll-Free” number means a toll-free number allowing calling parties to make long-distance calls through a single number, 1-866-784-2437 or 1-8-Mortgages. 1.3 “Schedules” means the schedules to this Agreement as they may be amended from time-to-time, including the Schedules setting out services and fees; 1.4 “Territory” Means those specific area codes for which the Customer has subscribed under the terms of this Agreement and which are listed on Schedule “B” to this Agreement; 1.5 “Website” means the Internet Website and design created .com may be altered from time to time.
marketing services consisting of:
set out in Schedule “B”; Initialed by 1-8: _________ Initialed by Customer _____ |
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receive information that is confidential in nature and may include information relating to the business practices of either party and the confidential information of customers of 1-8 or the Customer. Both 1-8 and the Customer agree to treat this confidential information as if it were the information of itself, and will not disclose the confidential information to any third party other than as provided for herein and provide all reasonable safeguards against inadvertent disclosure of such confidential information to any third party. 4.2 Such obligation of confidentiality shall not apply to: 4.2.1 Information that is independently developed by the party; 4.2.2 Information that was already in the public domain or became part of the public domain through no fault of the party disclosing the information or any party subject to this confidentiality obligation; 4.2.3 Information that is required to be disclosed by a court or other similar administrative body with legal authority to order such disclosure.
acquire any legal interest in the Toll-Free Number or Website (s), except to the extent specifically set out in this Agreement. Customer agrees that it will not challenge any ownership interests or right to use that 1-8 has in either the Toll-Free Number or the Websites and that it will not take steps to challenge 1-8’s interests therein nor assist any other person in such challenge. Except for the specific obligations set out in this Agreement, 1-8 has conferred no interest on Customer in any intellectual property of 1-8, including any copyright, trade marks, trade names, industrial designs or works of any other form of intellectual property.
by 1-8, as evidenced by its signature below and shall continue indefinitely pending the timely receipt of licensing fees by 1-8. The Customer has ongoing renewal rights contained in this Agreement, subject to agreement with 1-8 on any such changes in these terms and conditions as may be mutually Initialed by 1-8: _________ Initialed by Customer _____ |
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conditions and the relationship of the parties. 6.1 Customer may terminate this Agreement at any time upon giving 1-8 sixty (60) days prior written notice. Termination shall not relieve the Customer of any obligation to pay for fees incurred prior to the effective date of the termination, including any obligation to pay interest on unpaid accounts, nor shall it affect in any way the provisions of Sections 4.0, 5.0, 7.0 or 9.0 of this Agreement.
day prior written notice in 6.1, and in accordance with it’s 1-8, s/he will be refunded any unused portions of area code licensing fees on a pro-rated basis.
damages or further obligation to Customer:
bankruptcy or takes advantage of protection under any legislation providing protection against creditors; 6.2.2 If the Customer breaches any of the material terms of this Agreement, including the obligation to pay and fails to cure such breach to the satisfaction of 1-8 upon being given fifteen days written notice; 6.2.3 If the Customer breaches any law in relation to the provision of services or breaches the ethics of the profession of Mortgage Brokers or otherwise conducts its business in any way to the extent that a person, acting reasonably, would find that the image and reputation of 1- 8 and any mortgage brokers using its services would be adversely affected by the continued provision of services to Customer by 1-8. 6.2.4 If the Licensee refuses to do any advertising of 1-8 whatsoever in such marketing collaterals as Websites, biz cards, promotional pieces, media, etc. Should 1-8 determine the marketing efforts by the Customer are grossly deficient, participation will be encouraged by 1-8 giving 60 day’s notice to Customer for substantial corrective action prior to termination.
CIRCUMSTANCES FOR ANY CLAIMS FOR DAMAGES FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR ANY CLAIMS FOR LOST PROFITS OR LOST OPPORTUNITY. IN NO EVENT SHALL THE LIABILITY OF 1-8 OR IT’S MANAGERS EXCEED THE AMOUNT PAID TO IT BY THE CUSTOMER IN THE YEAR PRECEEDING THE DATE OF A CLAIM OR CLAIMS. Initialed by 1-8: _________ Initialed by Customer _____ |
| Page 8 Customer name Customer Company & Address _________________________ _________________________ Authorized Signatory __________________________ _________________________ Print Name of Authorized Signatory SCHEDULE A FEES 1. $50.00 initial, one-time fee to establish call routing with 1-8’s carrier. 2. Monthly Licensing Fees: Monthly Licensing Fees are dependent upon the size of the market(s) being licensed, the number of area codes within the markets and the number of 3-digit prefixes within specific area codes. Additionally, fees are dependent upon the number of 1-8 owned city and state-named Websites deployed and hosted for the Customer. Fees shall be negotiated with 1-8’s Network Administrator in accordance with these factors. Specific territorial pricing will be contained in both email offers to Customers as well in this Schedule A of executed Agreements. Area Codes: ______________________________________________ ________________________________________________________ Websites: ________________________________________________ ________________________________________________________ Monthly Fee: ______________________________________________ 3. Telephone Charges: Per Minute Charge for all calls forwarded via the Toll-Free 1-8-MORTGAGES number. A. Prevailing rate from service provider which is, at present, $ .05 (5.0 cents) per minute. Add: Applicable taxes when assessed. Any changes in line charges from 1-8’s service provider will be extended on to Customer at the exact rate charged 1-8. _________________________ 1-8 Mortgages Inc. Gil Holloway, Network Manager ________________________ Customer Name |