The following service agreement is entered into freely by the parties whom agree to terms described herein.

PARTIES
1. iLoyal, Inc. (hereafter “iLoyal”) is a Nevada Corporation specializing in email marketing and the service provider under this agreement.
2. __________ (hereafter “customer”) is the customer for purposes of this agreement and the recipient of the intended and described services provided by iLoyal.

AGREEMENT
3. iLoyal hereby agrees to provide to customer its service offering described in the “Proposal”
4. Customer hereby agrees to use the service offering as intended and indicated by this and other agreements, associated service literature and oral representations by iLoyal. The following terms are conditions of use but are not intended to be deemed all inclusive. iLoyal reserves the right and sole discretion to deem whether such use of service(s) by customer is consistent with its intent.
a. Using email or contact lists from a source that is illegally or improperly obtained;
b. Violating any provision of the CAN-Spam Act or any other currently or yet to be enacted laws that pertain to email, social and SMS text messaging;
c. Allowing anyone other than authorized individuals to use the service;
d. Using the service to disseminate content that is unlawful, unethical, false or misleading, or deemed poor taste by iLoyal
5. In the event of a breach of the above referenced items, or termination by iLoyal as consistent with this agreement, customer will be responsible for fees due for the remaining of the contract term.
6. In the event of any fines imposed by any regulatory agency as a result of Customer’s use of the service, including but not limited to spam lists, Customer agrees to pay all fines including those due from iLoyal. A 25% penalty will also be assessed to Customer for all fines due from iLoyal to compensate for network, administration and reputational damage. This penalty is not to be considered liquidated damage and as such, any damage suffered above and beyond the 25% will be sought by iLoyal against Customer in accordance with this agreement.
7. Pricing for the service under this agreement is provided in proposals for services and is incorporated by reference herein.

TERMS AND TERMINATION
8. This Agreement shall become effective as of the date it is signed by both Parties. Customer agrees to continue on a month-to-month basis until termination is communicated to iLoyal. Customer agrees to give iLoyal 30-days advanced notice of cancellation.
9. Written notices pertaining to termination or modification of agreement must be sent to the following addresses as to each respective party:

iLoyal, Inc.
c/o Legal Department
7545 Irvine Center Drive; Ste 200
Irvine, CA 92618

10. Termination by customer is only effective if received in accordance with this agreement AND any outstanding fees under this agreement are paid in full and customer’s account is in good standing.
11. Upon termination of this agreement, customer’s access to the service(s) will be immediately discontinued regardless of status of service(s).

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE
13. Each Party agrees that any and all Confidential Information, including business plans, marketing plans, trade secrets, designs, ideas, campaigns, promotions, configurations, specifications, components, methodologies, and any other knowledge or information pertaining to any and all products and services developed, under development, or produced, presented or created, in whole or in part, (collectively, the “Products & Services”); including process, procedures and techniques pertaining to the Products & Services, shall be and shall remain strictly confidential. Neither Party shall, at any time, in any manner, directly or indirectly, divulge or in any manner whatsoever disclose to any other unaffiliated person, firm or entity whomsoever all or any portion of the Confidential Information except as specifically authorized in writing by the other Party in connection with the furtherance of this and future Agreements.

LIMITATIONS OF AGREEMENT
14. This Service Agreement and the documents to be executed pursuant hereto constitute the whole and only existing and binding agreement between the parties hereto on the subject matter hereof, superseding all prior agreements, understandings, discussions, statements and negotiations of the parties, whether written or oral. Other than the representations expressly stated as such in this Service Agreement, there are no warranties, promises, or representations of any kind, express or implied, upon which either party has relied in entering into this Service Agreement, or as to future relations or dealings of the parties.
15. Should any portion of this Service Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Settlement Agreement.

INDEMNIFICATIONS, REPRESENTATION, AND WARRANTIES
16. Company Indemnity. In performing services under this Agreement, Company agrees not to design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Customer in writing. Company agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables, other than Customer’s responsibilities and Customer Content. This indemnification shall include attorney’s fees and expenses, unless Company defends against the allegations using counsel reasonably acceptable to Customer. Company’s total liability under this Agreement shall not exceed the amount of the Development Fee derived by Company under this Agreement.
17. Customer Indemnity. Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the “Customer Content”), or (b) a claim that Company’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

18. REPRESENTATIONS AND WARRANTIES
Company makes the following representations and warranties for the benefit of Customer:
A. No Conflict. Company represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement and the Order. Customer understands that Company is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

B. Conformity, Performance, and Compliance. Company represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement and the Order; and (4) Company will perform all work called for by this Agreement in compliance with applicable laws. Company will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of Customer’s E-Club, and otherwise will repair the defect within 72 hours, said repairs to be free of charge to Customer. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Company.

Disclaimer of All Other Warranties. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS EMAILS OR THE WEB SITE PAGES WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE EMAIL AND WEB PAGES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE EMAIL AND WEB PAGES COVERED UNDER THIS PROGRAM AND AGREEMENT IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DEVELOPER PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCE-ABILITY OF ANY REMAINING PROVISIONS.

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

Customer makes the following representations and warranties for the benefit of Company:

1. Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the Web Site are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
2. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

JURISDICTION AND DISPUTES
19. This Agreement shall be governed in accordance with the laws of the State of Nevada. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Nevada including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
20. Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Clark County, Nevada and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Nevada sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Nevada or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.