AVFA Design Services, Social Media and Search Engine

Optimization Services Supplemental License and Terms of Service This agreement (“Agreement”) is between the below-named Member (“Member” or “You”) and Advertising Values For Alll Corp. (“AVFA”). WHEREAS, AVFA develops products and services, including but not limited to AVFA web sites using the names “AVFA” or “AVFA,” for which You register and which are provided by or through any web site or co-branded web site owned or controlled by AVFA or any successor web sites (collectively, the “Service”). AVFA may provide additional design services to You subject to the terms and conditions as further described in this Agreement (“Design Services”). By clicking “I AGREE,” You indicate that You understand and agree to the terms of this Agreement. If You do not agree to the terms of this Agreement, You are not granted any rights in the Service, and You will not be able to access or use the Service. Your payment for and continued use of the Services constitutes your continued acceptance of these terms. If at any time You do not agree with the terms of the Agreement, You may no longer use these Services and You must notify AVFA to cancel Services. WHEREAS, You have agreed to the terms and conditions of the AVFA Terms of Service and now wishes to engage AVFA for additional Design Services, Social Media and/or Search Engine Optimization (SEO/SMO) Subscription Services. The terms of this Agreement supplement the Terms of Service, which remain in full force and effect. 1. Definitions. In addition to all other terms defined herein, the following terms shall have the following meanings:

1. Content Updates means additions, deletions, changes made to text, placement of graphics, hypertext links, or other visual modifications that affect a single specific web page and are not part of the overall site design across multiple pages, or affect basic functionality provided as part of the site design.
2. Copywriting means the authoring of textual content by AVFA based on verbal and written input from You.
3. Design Updates means changes made to the site design that impact multiple pages on the site, including site and page layouts, headers and graphics, logos, including functionality related to basic site navigation, menus, categories, and any other inherent capabilities of the site design that affect use of the site.
4. Grammar checking means review and updates made to textual content, at AVFA’s discretion, based on generally accepted English language standards. Grammar checking does not apply to words or text embedded in graphics.
5. Graphics and Photos means image files supplied by You in JPG or GIF format that You assert have full rights to use as part of your project, per the terms of this Agreement.
6. Keyword means a phrase consisting of one or more words that is anticipated to be used by the general public to find your web site on commonly used search engines and that meets specific criteria as established by AVFA in terms of search volume, relevancy to your business and target market, and suitability for optimizing your site based on competition among other web sites and content of your site.
7. Mockup means an initial, non-final graphic depiction of one (1) initial page of your web site as designed by AVFA.
8. Order Summary means the description of services, features of your site, and any other terms as outlined by AVFA during the sales process for the design of your site, as documented in the AVFA sales system.
9. Site Buildout means the completion of your site, per the Design Services project including making the site visible on the Internet.
10. Spell Checking means review and corrections made to the spelling of words in textual content supplied by You, based on a standard American English Language dictionary. Does not apply to words embedded in graphics.
11. Service Offering means the description of features and included items as described on the AVFAONLINE.com website pricing page, as of the time the customer order is placed, or alternatively services presented and outlined by an authorized AVFA customer service representative via phone, in person and/or email.

Some services referenced within this Agreement may be available during limited times only, and may not be available as a Service offering at the time of purchase of other services. 2. Design Services AVFA will provide You with Design Services as further described on the most current Order Summary provided to You, incorporated by reference herein. You understand and agree that AVFA will provide the Design Services solely in accordance with the information provided by You in communications sent by member via email, online communication via the AVFA site, and/or subsequent telephone interviews. 2.1 Design Services Member Responsibilities You acknowledge and agree that:

1. The setup fee all fees applicable to the Design Service and Update Service is non-refundable once design or development work has commenced.
2. YOU ARE RESPONSIBLE FOR THE ACCURACY AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEBSITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. AVFA WILL NOT BE HELD RESPONSIBLE FOR INACCURATE INFORMATION AND ANY POTENTIAL DAMAGES CAUSED BY SUCH INACCURACIES.
3. You understand that AVFA may not maintain copies of files or documents that are sent by You and that You are solely responsible for backing up this data.
4. You understand and agree that AVFA’s performance under this Agreement is dependent upon the timely and satisfactory performance of your responsibilities. In the event that AVFA is unable or delayed in performing its responsibilities as a result of your delays or failures, AVFA may take specific actions including project cancellation, automatically approving the initial design as displayed in the Mockup, building out a site without Your Mockup approval, or assessing charges related to missed appointments or other unmet responsibilities.
5. AVFA will not proceed with consultations or any other aspect of your design service project until this Agreement has been accepted by You.
6. If You have not attended the initial design consultation (provided via phone) within thirty (30) calendar days or if a Design Services project is not completed within thirty (30) days of your initial Design Services order, AVFA reserves the right to cancel your project.
7. Assets such as content, Graphics and Photos that are identified during the initial purchase of the Design Service package, or during the initial design consultation, must be supplied to AVFA via their web site no later than five (5) business days following the initial consultation. If these assets are not received within this timeframe, AVFA will use placeholders and/or stock photos, at their discretion, to build the Mockup of the site.
8. All Mockups must be approved, or alternatively have revisions provided to AVFA, within five (5) business days of the Mockup being sent to You. If approval or revisions are not received by AVFA within five (5) business days AVFA will proceed to implement the Site Buildout. No revisions will be accepted past Site Buildout except as specified in this Agreement.
9. Training for Design Services are included in this service, and Site Buildout will occur whether You attend the training or not. You may attend training any time up to thirty (30) days after the Site Buildout is completed.
10. You understand the distinction between Content Updates and Design Updates as defined within this Agreement.

2.5 Design Services Fees and Cancellation

1. You agree to pay the total fees for services You selected, which shall mean the sum of either the Services Package fee and any additional fees for services as provided to You by AVFA via phone, email or other communication methods and included on the most current Order Summary. AVFA shall charge 100% of the fee prior to the commencement of any Design Services.
2. If You miss a scheduled consultation appointment, You have the option to schedule a makeup appointment, however upon one (1) missed appointment You may be charged a reschedule fee of $150.00 which is non-refundable. AVFA will provide email notification of this charge being assessed.
1. AVFA reserves the right to cancel this Agreement if the initial consultation has not occurred within thirty (30) days of the purchase date, or if a Design Services project is not completed within thirty (30) days, and will issue a prorated refund of the fees You paid, if applicable, according to the policies herein.
3. If You cancel your Design Services project for any reason after your orientation is complete, but prior to Site Buildout, (when your mockup is translated into viewable web pages), AVFA may in its sole discretion refund up to 50% of the Design Services fees paid by You for the project. This policy shall also apply to terminations by AVFA for any other reason permitted under this Agreement.
4. If You purchased Design Services through a promotional offer package, any refunds shall be calculated from the lowest, then-current list price.

3. Search Engine Optimization/Social Media (SEO/SMO) – Setup Service If You select the Search Engine Optimization (“SEO/SMO/Social Media”) Setup Service, AVFA will provide You with the Services as further described herein. You understand and agree that AVFA will provide the SEO/SMO Services solely in accordance with the information provided by You in communications sent by You via email, online communication via the AVFA site, and/or subsequent telephone interviews with authorized AVFA representatives. By proceeding with SEO/SMO, You grant AVFA permission to perform the actions specified in this Agreement on your site, and on your behalf. While AVFA will consult with You on Keyword selection, AVFA reserves the right to select the final Keywords chosen for optimization based on its expertise and generally accepted industry practices. If You do not agree with the selected Keywords You may terminate the SEO/SMO Services in accordance with the terms of this Agreement. Through the Search Engine Optimization Setup service, we try to improve search engine ranking on at least one of the following search engines: Google, Yahoo, Windows Live/Bing, Ask.com, All the Web, and Altavista (U.S. versions only) for one of the selected Keywords. We do not control search engines in terms of how they rank sites or how fast a site is indexed, and any improvements in search engine ranking resulting from SEO/SMO may take months. Unless otherwise specified on the most current Order Summary, all SEO/SMO packages include the following initial setup:

• Initial phone consultation with an SEO/SMO consultant for up to thirty (30) minutes for the purposes of (1) understanding your business and web site objectives to direct the SEO/SMO approach to be used by AVFA, and (2) further defining the options provided by AVFA for SEO/SMO to properly assess Keyword selection and set expectations on the final delivered service.
• Professional analysis of Keyword possibilities with final recommendations and approval of Keyword chosen for optimization based on generally accepted industry practices.
• Optimization of content and relevant HTML tags on up to three (3) pages for three (3) Keyword phrases, either directly or by providing explicit instructions to You to effect the changes (current service level agreement will specify which option is included).
• Generation and posting of a sitemap used by many search engines to read a site.
• Up to a one-hour group training session on search engine optimization techniques you can use to maintain and improve your ranking.

3.1 Search Engine Optimization (SEO/SMO) Setup Service Member Responsibilities

1. The setup and other fees applicable to the SEO/SMO Setup Service are non-refundable once development work has commenced.
2. YOU ARE RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEB SITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. AVFA, ITS AFFILIATED ENTITIES, AND ITS SUPPLIERS WILL NOT BE HELD RESPONSIBLE FOR INACCURATE, INCOMPLETE, OR INAPPROPRIATE INFORMATION ON YOUR WEB SITE AND ANY RELATED POTENTIAL DAMAGES.
3. You understand that AVFA design team may not maintain copies of files or documents that are sent by You and that You are solely responsible for maintaining copies of this data.
4. You understand and agree that AVFA’s performance under this Agreement is dependent upon the timely and satisfactory performance of your responsibilities, including:
• Required third party account creation and submission of credentials to AVFA representatives.
• Updates to your site per specific instructions from AVFA.
• Submission of information about your business to AVFA as requested.
• Specific actions to be taken on third-party sites at the request of AVFA.
• In the event that AVFA is unable or delayed in performing its responsibilities as a result of your delays or failures, AVFA may take specific actions including project cancellation, automatically approving the Keywords in AVFA’s sole discretion, building out a site with modified content without your approval, and assessing charges related to missed appointments or other unmet responsibilities.
5. AVFA will not proceed with consultations or any other aspect of Your SEO/SMO project until this Agreement has been accepted by You.
6. If You have not attended the initial SEO/SMO consultation (provided via phone) within thirty (30) calendar days of your initial SEO/SMO order, your project will be canceled and a full refund will be issued less any previous fees related to missed or rescheduled appointments.
7. Content or login information for third-party accounts that are identified during your initial purchase of the SEO/SMO package, or during the initial SEO/SMO consultation, must be supplied to AVFA via the AVFA web site no later than five (5) business days following the initial consultation. If this information is not received within this timeframe, AVFA may, at its discretion, proceed with optimizing the site or cancel the project and charge a fee of $150. You may resume the service within three (3) months of your original order date and receive a credit for the half of the fee. Additionally, if AVFA proceeds with optimization without the content or login information, the results of the SEO/SMO service may be reduced.
8. If you miss a scheduled consultation appointment, You have the option to schedule a makeup appointment, however upon one (1) missed appointment You may be charged a reschedule fee of $150.00 which is non-refundable. AVFA will provide email notification of this charge being assessed.
9. AVFA may provide the opportunity for You to review the selected Keyword(s) and edits made to your web site content. If your feedback is not received within three (3) business days after AVFA provides You with materials for your review, AVFA will assume approval and proceed with the SEO/SMO project. AVFA reserves the right to specify final Keywords for optimization, and Member’s sole remedy in the event of a dispute will be to cancel the project pursuant to this Agreement.
10. All content and article feedback is limited to errors and omissions notices only, and You will have the ability to modify your site content after project completion.
11. You permit AVFA to act on your behalf in submitting your site to major search engines.
12. You acknowledge and agree that changes to your site content may affect and limit improvements and optimization by the SEO/SMO Services.

3.2 Search Engine/Social Media Optimization (SEO/SMO) Setup Service Fees and Cancellation Terms

1. You agree to pay the total fees, which shall mean the sum of the SEO/SMO Package fee and any additional fees provided to You by AVFA via phone, email or other communication methods and included on the most current Order Summary. AVFA shall charge 100% of the service fee prior to the commencement of any Search Engine/Social Media Optimization Service.
2. If You fail to attend a scheduled consultation appointment without providing at least twenty-four (24) hours notice (Puerto Rico Time) and do not reschedule, AVFA shall charge You a fee of $150.00 which is non-refundable. AVFA will provide email notification of this charge being assessed.
3. If you miss a scheduled consultation appointment, You have the option to reschedule an appointment with an additional charge. AVFA will provide voicemail notification of this charge being assessed.
4. AVFA reserves the right to cancel this Agreement if the initial consultation has not occurred within thirty (30) days of the purchase date, or if an SEO/SMO project is not completed within thirty (30) days, and will issue a pro-rated refund of the fees you Paid, if applicable, according to the terms of this Agreement.
5. If your Services are cancelled prior to your SEO/SMO Consultation, or terminated within five (5) days of your Consultation, whichever occurs sooner, you will be eligible for a half refund of your purchase price, less any fees related to missed or rescheduled appointments.
• If you cancel the Services, for any reason (including disputing Keyword selection), after keyword recommendations have been provided, AVFA may in its sole discretion refund up to 50% of the SEO/SMO service fees paid by You for the project. This policy shall also apply to terminations by AVFA for any other reason permitted under this Agreement.
• If you cancel at any time following five (5) days after your SEO/SMO initial consultation, you will not be eligible for a refund.

4. Search Engine/Social Media Optimization (SEO/SMO) – Subscription Services If You select the Search Engine/Social Media Optimization (“SEO/SMO”) Subscription Services, AVFA will provide You with SEO/SMO Services as further described herein. You understand and agree that AVFA will provide the SEO/SMO Services solely in accordance with the information provided by You via email, online communication via the AVFA site, and/or subsequent telephone interviews with authorized AVFA representatives. By selecting the SEO/SMO Services, You grant AVFA permission to perform the actions specified in this Agreement on your site, and on your behalf, including submission of your site, and authored articles, to external sites and directories, as well as insertion of a tracking code on your site to provide traffic and conversion statistics. By providing the SEO/SMO Services, AVFA shall strive to improve the ranking of your site within search engines/social media by building incoming links and generating traffic to your site. The SEO/SMO Services aim to improve your ranking on at least one of the following search engines: Google, Yahoo, Windows Live/Bing, Ask.com, All the Web, and Altavista (U.S. versions only) for one of the selected Keywords. AVFA does not control how search engines rank sites or how fast a site is indexed, and any improvements in search engine ranking resulting from the SEO/SMO Services may take months. Unless otherwise specified on the most current Order Summary, all SEO/SMO Subscription Services packages include the following activities performed during the subscription term:

• If You have not previously purchased the SEO/SMO Setup Package, You shall be entitled to one initial phone consultation with an SEO/SMO consultant, up to thirty (30) minutes, for the purposes of, 1.clarifying the your business and web site objectives to appropriately direct the SEO/SMO Services approach used by AVFA, and 2. select the Keywords and pages to build incoming links around.
• Writing or editing one (1) article and submitting that article to outside sites.
• Setup and/or editing your WebListings profile.
• Monthly submissions for the purpose of generating links to your website, which may include submitting to general and niche directories and other relevant sites, publishing articles or blog posts, or other techniques.
• Monitoring monthly ranking results and providing recommended corrective action if rankings are not improving in search engines.

AVFA will perform the SEO/SMO Services referenced above with the objective of improved search engine ranking, however AVFA does not guarantee any specific improvements during the term of Your subscription. 4.1 Search Engine/Social Media Optimization (SEO/SMO) Subscription Services Member Responsibilities

1. The subscription and other fees applicable to the SEO/SMO Subscription Services are non-refundable once development work has commenced.
2. YOU ARE RESPONSIBLE FOR THE ACCURACY, COMPLETENESS, AND APPROPRIATENESS OF ALL DATA AND CONTENT WITHIN YOUR WEB SITE; INCLUDING SALES TAX CALCULATIONS, PRODUCT PRICING, PRODUCT DESCRIPTIONS, SHIPPING CHARGES, CONTACT INFORMATION, EMAIL COMMUNICATIONS, AND ELECTRONIC PAYMENT PROCESSING. AVFA, ITS AFFILIATED ENTITIES, AND ITS SUPPLIERS WILL NOT BE HELD RESPONSIBLE FOR INACCURATE, INCOMPLETE, OR INAPPROPRIATE INFORMATION ON YOUR WEB SITE AND ANY RELATED POTENTIAL DAMAGES.
3. You understand that AVFA design team may not maintain copies of files or documents that are sent by You and that You are solely responsible for maintaining copies of this data.
4. You understand and agree that AVFA’s performance under this Agreement is dependent upon the timely and satisfactory performance of Your responsibilities, including:
• Required third party account creation and submission of credentials to AVFA representatives.
• Updates to your site per specific instructions from AVFA.
• Submission of information about your business to AVFA as requested.
• Specific actions to be taken on third-party sites at the request of AVFA.
• In the event that AVFA is unable or delayed in performing its responsibilities as a result of Your delays or failures, AVFA may take specific actions including project cancellation and assessing charges related to missed appointments or other unmet responsibilities.
5. If this Agreement is not accepted by You within twenty four (24) hours of your initial SEO/SMO order, your project will be canceled and a full refund will be issued less any previous fees related to missed or rescheduled appointments.
6. AVFA will not proceed with consultations or any other aspect of Your SEO/SMO project until this Agreement has been accepted by You.
7. If You have not attended the initial SEO/SMO consultation (provided via phone) within thirty (30) calendar days of your initial SEO/SMO order, your project will be canceled and a full refund will be issued less any previous fees related to missed or rescheduled appointments.
8. Content or login information for third-party accounts that are identified during Your initial purchase of the SEO/SMO package, or during the initial SEO/SMO consultation, must be supplied to AVFA via the AVFA website no later than five (5) business days following the initial consultation. If this information is not received within this timeframe, AVFA may, at its discretion, proceed with link-building or cancel the project and charge a fee of $300. You may resume the service within three (3) days of your original order date and receive a credit for the $300 fee. Additionally, if AVFA proceeds with optimization without the content or login information, the results of the SEO/SMO service may be reduced.
9. If you miss a scheduled consultation appointment, You have the option to schedule a makeup appointment, however upon one (1) missed appointment You may be charged a reschedule fee of $150.00. AVFA will provide email notification of this charge being assessed.
10. You permit AVFA to act on your behalf in submitting your site to major search engines and associated articles to online directories and forums, and use a dedicated email address on your account for the purpose of directory/site confirmations sent by third party sites, all at AVFA’s sole discretion.
11. You acknowledge and agree that changes to Your site content may affect and limit improvements and optimization by the SEO/SMO service.

4.2 Search Engine Optimization (SEO/SMO) Subscription Services Fees and Cancellation Terms

1. You agree to a 3-month minimum term under the SEO/SMO Subscription Services package.
2. You agree to pay the total fees, which shall mean the sum of the SEO/SMO Services package fee and any additional fees provided to You by AVFA via phone, email or other communication methods and included on the most current Order Summary. AVFA shall charge 100% of the service fee prior to the commencement of any Search Engine Optimization Service.
3. If You fail to attend a scheduled consultation appointment without providing at least twenty-four (24) hours notice and do not reschedule, AVFA shall charge You a fee of $150.00. AVFA will provide email notification of this charge being assessed.
4. If you miss a scheduled consultation appointment, You have the option to reschedule an appointment without additional charges (notwithstanding any no-show fees). AVFA will provide voicemail notification of this charge being assessed.
5. AVFA reserves the right to cancel this Agreement if the initial consultation has not occurred within thirty (30) days of the purchase date, or if an SEO/SMO project is not completed within thirty (30) days, and will issue a refund, if applicable, according to the terms of this Agreement.
6. If your service is cancelled prior to your SEO/SMO Consultation, or terminated within five (5) days of your Consultation, whichever occurs sooner, you will be eligible for a full refund of your purchase fee, less any amounts related to missed or rescheduled appointments. If you cancel at any time following five (5) days after your SEO/SMO initial consultation, you will not be eligible for a refund.

6. Rights and Licenses (a) Right to Website With the exception of any Third-Party Materials and Background Technology as defined in this Section 6, You own the web site and Your Content. “Your Content” means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by You to AVFA. “Third-Party Materials” means any content, software, or other computer programming material that is owned by an entity other than AVFA, and licensed by AVFA or generally available to the public, including You, under published licensing terms, and that AVFA will use in the development of or to display or run a website. The graphics utilized on your site from AVFA’s graphics library may be licensed from third-party suppliers. AVFA provides You a limited, personal, nonexclusive, nontransferable license to use the graphics during the term of this Agreement. (b) Limited License to Background Technology “Background Technology” means computer programming/formatting code or operating instructions developed by or for AVFA and used to create any portion of a web site or used to operate the web site or a web server in connection with a web site. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, website templates, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form, dynamically driven, or provided in any other format. Background Technology does not include any of Your Content or any derivatives, improvements, or modifications of Your Content. Subject to the terms and conditions of this Agreement, AVFA hereby grants You a non-exclusive license, limited to the term of your subscription, to copy, distribute, transmit, display and perform the Background Technology that is incorporated into a web site, in whole or in part, solely as necessary for You to operate, maintain, and make the website available in the normal course of your business. You may not duplicate or distribute any Background Technology to any third party without the prior written consent of AVFA. All rights to the Background Technology not expressly granted to You hereunder are retained by AVFA. Without limiting the foregoing, You agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law. (c) Limited License to Content You hereby grant to AVFA the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit web site, any of Your Content, or any of Your Marks provided to AVFA hereunder, solely for the purpose of rendering the Design Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason. (d) License to Website Design Member grants to AVFA an exclusive, worldwide, sublicenseable, assignable, royalty-free, perpetual, irrevocable, fully paid-up license to use, reproduce, distribute, create derivative works of, publicly display, digitally perform, make, have made, sell, offer for sale, and import the Website Design or Website Design features distinct and separate from your specific content. Website Design shall mean all HTML files, Java files, graphics files, animation files, data files, technology, scripts, and programs, both in object code and source code form, all documentation, and all other items and information, whether tangible or intangible and in whatever form or media, created, written, conceived, made, or discovered by AVFA or its personnel in connection with the design of the web site or portions of a web site, contemplated by this Agreement. December 2011