Terms and Conditions

In submitting your application to Third Marble Marketing (“TMM”), you are requesting TMM to create and manage the Google Adwords ™ Accounts for your clients. Your application therefore represents an Agreement (“Agreement”) between you and TMM. You understand and agree to the pricing structure and its included services as indicated on the Agency Website (“Site), and you agree to the terms below.

1. Agency Program – Subject to the terms and conditions contained herein, upon your acceptance by TMM into the Agency Program, TMM shall authorize you to market and promote the TMM products and services including but not limited to:

Google AdWords Pay Per Click Advertising

Google AdWords Display Advertising

Google AdWords Video Advertising

2. Site -For the purpose of enhancing your ability to participate in the Agency Program, TMM has established a Site accessible on the Internet free of charge. The Site provides for processing new accounts and changes to existing accounts and such other functions, and has such appearance and contains such content, as TMM may determine from time to time in its sole discretion. The Site may be suspended or discontinued at any time by TMM in its sole discretion. You hereby grant to TMM a limited license to incorporate into the Site such trade and service marks and other information that you may provide to TMM for such purpose. TMM disclaims all warranties express and implied with regard to the Site and any hosting or other action taken by TMM in connection with the Site, including without limitation, any implied warranties of merchantability or fitness for a particular purpose.

3. No License; Proprietary Rights – Nothing in this Agreement shall be construed to grant to you any license or any other proprietary or contractual right or interest in or to the Site or to any proprietary information contained on the Site. TMM shall retain all right, title and interest (including copyright and other proprietary and intellectual property rights) in the Site, including all legally protectable elements and derivative works thereto. To the extent that ownership of such property does not automatically vest in TMM by virtue of this Agreement or otherwise, you hereby agree to assign to TMM all rights, title and interest in and to such property. Notwithstanding the foregoing, you shall continue to own all right, title and interest in and to any trade or service marks or other information provided by you to TMM for incorporation into the Site.

4. Your Representations – You hereby represent and warrant to TMM that (i) if an individual, you are at least 18 years of age; (ii) if a business entity, the entity is duly organized, validly existing and in good standing under the laws of the state of its formation; (iii) you have full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iv) this Agreement constitutes your legal, valid and binding obligations; and (v) all information that you have provided, and may from time to time provide, to TMM is, and, unless you deliver written notice to TMM to the contrary, shall continue to be, true and complete.

5. Your Covenants – You hereby agree that you shall at no time, without the prior express written consent of TMM, (i) make to any person any representation or warranty regarding TMM or any product or service offered by TMM (other than as contained in the Site); (ii) use any trade or service mark of TMM (other than as contained in the Site); (iii) solicit (or attempt to solicit) business patronage from or call on any customer in a way that is competitive to TMM; or (iv) interfere (or attempt to interfere) with any relationship between TMM and any of its customers.

6. Google Policies – You hereby agree to comply with all Google Policies including Adwords™ policies and the third party policies, which are available at http://support.google.com.

7. Guarantee – You understand that TMM will utilize its expertise to manage your clients’ accounts to the best of its professional ability. You agree not to hold TMM liable for any loss of a client or clients as a result of services performed by TMM to include any past, present, or future revenue. You also understand that as a Google Partner, TMM cannot make any guarantee of placement on page one of Google, ad position, and/or sales or revenue results or expectations.

8. Payment – You hereby agree to provide your credit card or your client’s credit card to TMM for payment of management fees billed on a recurring monthly basis as well as for clicks accumulated on Google.com. You understand that there will be two charges. One will be from TMM for management fees. The other will be from Google.com for clicks. You also understand that the actual amount charged by Google.com may vary from your client’s Click Budget by as much as 10%. You also understand that should your client fail to make payment to either TMM or Google.com, you are responsible for making the payment on their behalf.  Failure to do so may result in Google.com shutting down the My Client Center for you and/or TMM.

9. Meetings & Phone Calls – To keep your cost low, we do not include any in-person or lengthy telephone meetings with our services. Time spent on phone calls or meetings lasting more than 10 minutes per day will be invoiced at the per hour rate defined in our pricing structure viewable on the Site.

10. Indemnification – You hereby agree to defend, indemnify and hold TMM harmless from and againstany suit or proceeding brought against TMM that arises from any breach by you of your obligations, representations or covenants contained in this Agreement. TMM will defend, indemnify and hold you harmless from and against any suit or proceeding brought against you that arises from any breach by TMM of TMM’s obligations, representations or covenants contained in this Agreement.

11. Limitation of Liability – Under no circumstances shall TMM be liable to you for any damages, including without limitation, any damages for lost profits or business, loss of goodwill, interruption of business, or for any exemplary, punitive, special, indirect, incidental, consequential, special or punitive damages, regardless of whether such claim arises under any theory of tort, contract, strict liability or otherwise and regardless of whether TMM is advised of the possibility of any such damages.

12. Termination – Either you or TMM may terminate this Agreement at any time and without liability upon delivery of notice thereof (via electronic mail or other means) to the other party.

13. Independent Contractors – You and TMM and their respective employees and agents are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

14. No Assignment – You may not assign (by operation of law or otherwise) either this Agreement or any of its rights, interests, or obligations hereunder without the written consent of TMM.

15. Governing Law; Arbitration – This Agreement shall be construed in accordance with the internal laws of Chesterfield County in the state of Virginia. Venue shall be in a court of competent jurisdiction in the

State of Virginia, and both parties expressly consent to jurisdiction in such courts.

16. Enforceability – If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

17. Entire Agreement -This Agreement constitutes the entire agreement between you and TMM.