The Franchise Engine | Listing Terms of Agreement

THE FRANCHISE ENGINE LISTING AGREEMENT
(Last Updated 02/28/2010)

This Listing Agreement (“AGREEMENT"), dated as of the date you purchase your listing (“EFFECTIVE DATE”), is entered into by and between Internet Powered Solutions, LLC, a Colorado corporation, ("COMPANY") and you ("ADVERTISER") as the purchaser of this listing.

By purchasing a Listing ("LISTING") on www.theFranchiseEngine.com ("SITE"), Advertiser agrees to be legally bound by the terms of this Agreement. By posting this Agreement on the Site, Company agrees to be legally bound by the terms of this Agreement.

The Parties, intending to be legally bound, hereby agree as follows:

PARTIES. Collectively, the Company and the Advertiser shall be referred to herein as the Parties (“PARTIES”). Singularly, the Company or the Advertiser shall be referred to herein as the Party (“PARTY”).
PURPOSE. The Parties wish to enter into an Agreement whereby the Advertiser creates a Listing (as defined in Section 4 herein) on the Site for their franchise, business opportunity, consulting services or financing services (“OPPORTUNITY”) and the Company publishes that Listing on the websites in The Franchise Engine Network (defined in Section 3 herein) for viewing by visitors to those sites in efforts to generate franchise candidate Leads (defined in Section 10 herein) for the Advertiser. Advertiser acknowledges and agrees that its purchase solely covers the display of their listing on the websites in the Network, and does not guarantee that any quantity of Leads will be generated for the Advertiser.
NETWORK. The Company has developed and operates a network of franchise and business opportunity-related websites ("NETWORK"). The Company publishes the Listings to the Network, and visitors to any of the Network sites can access and search the Listings free of charge to help them find an opportunity to buy. A list of websites currently active in the Network is available at http://www.theFranchiseEngine.com/1900-Franchise_network.asp, and the Company reserves the right to modify the websites in, add any websites to, or delete any websites from, its Network at any time and for any reason.
LISTING. The Advertiser creates and manages a listing (“LISTING”) on the Site for their Opportunity.
1. Listing Content. The Listing contains information the Advertiser wishes to divulge about their Opportunity. It must include the name and logo of the Opportunity, an overview, basic background and financial information, and contact information. At the Advertiser’s option, it can also include pictures, PDF documents, videos, Podcasts, testimonials, FAQ, articles, and press releases.
2. Content Rights. The content of the Listing is completely and solely the responsibility of the Advertiser, and Advertiser agrees that it has procured all rights to any images, trademarks, or copyrighted materials the Advertiser displays with its Listing and shall indemnify and defend the Company against any trademark and copyright infringement claims brought against the Company as the result of images or trademarked or copyrighted materials the Advertiser displays in its Listing or elsewhere on the Site or Network. The Company retains all editorial rights relative to all listing content to ensure it complies with the Site’s standards.
3. Listing Filters. The Advertiser must set liquid capital, location, and category filters that will determine where on the Network sites and to whom their listing is shown. In addition, the capital and location filters will be used to qualify Leads (as defined in Section 10 herein).
4. Listing Placement. The Listing will be shown on Network sites under the categories the Advertiser selects when they create their Listing. In addition, the Listing will be shown in search results if the visitor's search criteria (category, location, minimum capital) meet all of the Listing's filters.
5. Listing Management. The Advertiser is responsible for the accuracy of the content in their Listing, and the Advertiser can modify their Listing at any time through the Account Manager section of the Site.
TERM. This Agreement shall commence on the Effective Date specified herein, which represents the date the Advertiser purchased a Listing on the Network, and shall remain in effect until expiration of the listing term ("LISTING TERM") selected by the Advertiser when they purchased their Listing. The Listing Term shall begin on the date the Advertiser activates their Listing on the Network ("ACTIVATION DATE") and shall expire on the last day of the Listing Term selected for that Listing. To avoid any interruption in service to the Advertiser, the Listing shall automatically renew at the end of the Listing Term for a like Listing Term unless the Advertiser cancels their Listing.
RATES. The current Listing Monthly Rates ("MONTHLY RATE") are shown below for each of the four term periods ("TERM PERIOD") available for purchase:
- Term Period: 1-month; Monthly Rate: $249 per month
- Term Period: 3-months; Monthly Rate: $199 per month
- Term Period: 6-months; Monthly Rate: $149 per month
- Term Period: 12-months; Monthly Rate: $99 per month
PAYMENTS. Payments for Listings shall be handled as follows:
1. Term Amount. The total amount due for the Term Period selected is calculated as the Monthly Rate for the Term Period times the number of months in the Term Period ("TERM AMOUNT").
  - Example: A 3-month term costs $199 per month, multiplied by 3 for the number of months in the Term Period, equals a Term Amount of $597.
2. Payment Terms. The Term Amount is due in full at the time of purchase of the Listing, and the Listing cannot be activated until the Term Amount is paid. The Term Amount can be paid via the Site using Visa, MasterCard, American Express, Discover, or PayPal. If Advertiser wishes to pay via check, they can mail their payment to: Internet Powered Solutions LLC, 12322 W 64th Ave, Suite 112, Arvada, CO 80004.
CANCELLATION. Both Parties have the right to cancel the Listing, and the cancellation shall be effective immediately on the date it is cancelled (“CANCELLATION DATE”). The Listing will cease being displayed on the Network on the Cancellation Date.
1. Advertiser Cancellation. The Advertiser shall have the right to cancel its Listing at any time and for any reason. To cancel their Listing, Advertiser shall log into their account at the Site and select the “Cancel Listing” option under the “Listings” section.
2. Company Cancellation. The Company has the right to cancel the Advertiser’s Listing at any time if the Listing does not conform to the Site’s standards or if Advertiser fails to pay any portion of the Term Amount due for their Listing. Company shall notify Advertiser of the cancellation of the Listing via email using the contact information provided by Advertiser in their account at the Site.
REFUNDS. No refunds will be given for any amounts paid. However, to help ensure the Advertiser's satisfaction, the Company may extend the Advertiser's Listing Term by the same duration as the original term ("TERM EXTENSION") purchased by the Advertiser if the Advertiser is not satisfied with the results of their listing during the original term. To request a Term Extension, the Advertiser shall contact the Company to request the Term Extension for their listing, and the Company may, at its discretion, extend the Advertiser's Listing Term.
LEADS. While their Listing is active, the Advertiser is entitled to receive an unlimited number of Leads each month with no "per lead" fees. All Leads are subject to the following:
1. Lead Contact Methods. When a visitor to one of the sites in the Network is interested in purchasing the Advertiser's Opportunity, they have two methods of contacting the Advertiser: 1.) they can call or email the Advertiser directly using the contact information the Advertiser supplies in their listing; 2) they can submit a Request for Information ("RFI") through the Network website they are visiting.
2. Lead Filtering. If the visitor submits an RFI, the Company will filter the visitor's request against the Advertiser's criteria for the location and liquid capital filters for their Opportunity. If the visitor meets both the location and liquid capital criteria, the Company will forward the RFI to the Advertiser as a qualified Lead ("LEAD"). If the visitor does not meet both criteria, the Company will forward the RFI to the Advertiser as an unqualified Lead.
3. Lead Content. Every Lead submitted through the RFI system contains the following information: Person’s Name, Mailing Address, Email Address, Phone Number, Best Time to Contact, Preferred Method of Contact, Timeframe to Invest, Liquid Capital Available, and Desired Location to operate the Opportunity (state).
ELECTRONIC ACCEPTANCE, COUNTERPARTS AND FACSIMILE. This Agreement shall be deemed accepted when the Advertiser purchases a Listing. By purchasing a Listing, the Advertiser agrees to all of the terms in this Agreement and agrees that the Agreement is in full force from the date of purchase of a Listing. In addition, a signed facsimile of this Agreement shall be acceptable as evidence of acceptance of the Agreement.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. This Agreement may be updated and/or modified by the Company at any time without prior notice to the Advertiser. By posting the updated Agreement on the Site the Company agrees to be bound by the updated Agreement, and by continuing to have a Listing on the Site the Advertiser agrees to be bound by the terms of the updated Agreement.
VALIDITY. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
HEADINGS. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
MUTUAL INDEMNIFICATION. Company shall hold Advertiser, including its stockholders, directors, officers, employees, Advertisers and agents harmless from any cost, liability and/or expense (including attorney’s fees), incurred by Company or Advertiser as a result of or in regard to any actions or failures to act of Company in connection with this Agreement or its activities hereunder, including claims by third parties. Advertiser shall hold Company, including its stockholders, directors, officers, employees, Advertisers and agents harmless from any cost, liability and/or expense (including attorney’s fees), incurred by Company or Advertiser as a result of or in regard to any actions or failures to act of Advertiser in connection with this Agreement or its activities hereunder, including claims by third parties.
INDEPENDENT CONTRACTOR. The relationship between Company and Advertiser created by this Agreement is that of an independent contractor. Neither Company nor Advertiser shall represent to any third party that there is any employment relationship between Company and Advertiser. Neither Company nor Advertiser shall have the authority to act for the other in any manner to create any obligations or liabilities or incur any debts or expenses binding on the other. Neither Company nor Advertiser shall be responsible for any obligations, liabilities, debts or expenses of the other. Each is solely liable for its own actions or lack of action, and for the actions or lack of action of its agents, employees or representatives. Both Parties are free to exercise their own judgment as to the manner, time, place and persons they conduct their business with.
DISCLAIMERS AND LIMITATION OF LIABILITY. COMPANY IS PROVIDING THE SITE AND ITS CONTENTS, INCLUDING EXPERT CONTENT AND ADVICE DELIVERED TO YOU VIA EMAIL OR TELEPHONE EXCHANGE, ON AN "AS-IS, AS-AVAILABLE" BASIS. COMPANY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW WITH RESPECT TO THE SITE OR THE CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. COMPANY DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER. THE INFORMATION ON THE SITE IS FOR YOUR GENERAL USE ONLY AND SHOULD NOT BE RELIED ON IN MAKING ANY SPECIFIC FINANCIAL, LEGAL OR OTHER DECISIONS.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SITE IS DONE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY. COMPANY AND THIRD PARTIES WHO CONTRIBUTE TO THE SITE, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES, ARE NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, PUNITIVE, ECONOMIC, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF GOODWILL OR LOST PROFITS YOU MIGHT INCUR ARISING OUT OF OR IN ANY CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE, THE SITE CONTENT, OR OTHERWISE ARISING OUT OF ANY COMPANY WEB SITES, INCLUDING WITHOUT LIMITATION ANY AND ALL LIABILITY ARISING OUT FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, AND ANY OTHER STATUTORY CONTRACT, TORT AND/OR OTHER LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

NO INFORMATION DISPLAYED OR INCLUDED IN THE SITE OR OTHERWISE OBTAINED BY YOU FROM COMPANY OR IN CONNECTION WITH YOUR USE OF THE SITE SHALL CREATE ANY WARRANTY, NOR IS IT INTENDED TO SUPPLY LEGAL, FINANCIAL, MANAGEMENT, HUMAN RESOURCES, ACCOUNTING, OR OTHER FORMS OF ADVICE. USE OF THE SITE IS NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY OR OTHER PROFESSIONAL ADVISOR. IF LEGAL OR OTHER EXPERT ASSISTANCE OR ADVICE IS REQUIRED, THE SERVICES OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT.

IN NO EVENT SHALL COMPANY OR THIRD PARTIES WHO CONTRIBUTE TO THE SITE BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OF THIRD PARTIES. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE IN ACCORDANCE WITH THESE TERMS, COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.
DISPUTE RESOLUTION. In the event of any dispute between the Parties which arises under this Agreement, such dispute shall be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association (or a similar organization) in effect at the time such arbitration is initiated. A list of arbitrators shall be presented to the Parties from which one will be chosen using the applicable rules. The hearing shall be conducted in the City of Denver, Colorado, unless both parties consent to a different location. The decision of the arbitrator shall be final and binding upon all Parties.

IN WITNESS WHEREOF, this Agreement has been approved and is in force as of the Effective Date herein.