DIGITAL MARKETING ASSISTANT AGREEMENT

This DIGITAL MARKETING ASSISTANT AGREEMENT ("Agreement") is entered into by and between Engage121, Inc. ("Engage121"), a Delaware corporation with its principal office located at 20 Glover Avenue, Norwalk, CT, and you (individually, or on behalf of your company, as applicable, the "Client").

1. TERMS OF USE.
   
   1. In accordance with one or more subscription forms that may from time to time be issued to and accepted by Client hereunder (each, a "Subscription Form"), subject to the terms of this Agreement Engage121 agrees to provide Client certain applications and services (collectively referred to as the "Application"). Engage121 hereby grants Client a non-transferable, non-exclusive, non-sublicensable, revocable limited right and license (the "License") to access, run and use the Application solely for its own business purposes.
   2. Client's rights in and to the Application under this Agreement are limited to those expressly granted herein and Engage121 expressly reserves all rights, titles, interests and licenses in and to the Application (together with all improvements, enhancements and modifications thereto) not expressly granted to Client under this Agreement, including all copyrights, trademarks, patents and other intellectual property rights. Nothing herein is intended to, or shall be construed as, Engage121's granting to Client any right or license in Engage121's intellectual property or proprietary material, including proprietary images, artwork, copy, information, data, knowledge, computer software or any other material or information of any kind or any other trademark, service mark or trade name.
   3. The terms of this Agreement will govern upgrades to the Application provided to Client by Engage121, if any, that replace and/or supplement the original Application, unless such upgrades are accompanied by a separate license in which case the terms of that separate license shall govern. The decision to provide upgrades and whether or not to charge for such upgrades shall be made in the sole discretion of Engage121.
2. ACCEPTANCE. Client shall be deemed to have accepted (the "Acceptance") the terms and conditions of this Agreement through the online submission of a Subscription Form to Engage121.
3. TERM AND TERMINATION. The term of this Agreement commences upon Acceptance and shall continue for a period of twelve (12) months (the "Initial Term"). Thereafter, the Initial Term shall automatically renew on a month-to-month basis (each month-to-month period being a "Renewal Term"). The Initial Term, plus any and all Renewal Terms, are hereinafter referred to collectively as the "Term". The Term may be terminated as follows:
   1. Termination for Convenience. Client or Engage121 may terminate the Term at any time after the initial 90 days of the Term and for any reason upon one (1) full month notice to the other party.
   2. Engage121 may terminate the Term at any time and without notice if (i) Client fails to comply with any of the terms and conditions of this Agreement, including without limitation Client's failure to remit payment on an invoice in accordance with the terms hereof, (ii) Client's use of the Application in violation of any applicable law, regulation or generally accepted practice, (iii) an Engage121 content provider terminates its relationship with Engage121, or (iv) Engage121 determines, in its sole discretion, that Client's continued use of the Application is no longer commercially viable.

   Upon termination of the Term, Client's access to the Application is terminated without any further action, and Client agrees to immediately cease all use of the Application. For the avoidance of doubt, the termination or expiration of the Term shall automatically result in the termination of all obligations of Engage121 under this Agreement and of the License to the Application. The termination of the Term shall not terminate any rights of Engage121 under this Agreement or relieve Client of its obligations under this Agreement including without limitation Client's obligation to pay Engage121 all fees for Client's use of the Application prior to the effective date of termination. Without limiting the foregoing, the provisions of Sections 12, 13, 14 and 15 of this Agreement shall survive any termination of the Term.

   Unused advertising funds, as specified by Engage121, are available for use for approved Engage121 Advertising Products by the Client for 90 days following termination.

4. PAYMENT FOR THE LICENSE, CONTENT AND SERVICES. Engage121 will invoice Client for the grant of the License and the provision of the Application as may be agreed between Client and Engage121 in a Subscription Form; provided, that, unless otherwise determined by Engage121 in its sole discretion, there will be no fee payable by Client for access to Engage121's HOT!Content™, or any other Application that Engage121 may determine, in its sole discretion, to provide for no fee. Absent such agreement, Engage121 shall invoice Client in such amounts and at such times as is customary for Engage121. Engage121 may charge Client a separate License fee for each Application used by Client.
   
   1. Client agrees to pay all Engage121 invoices within forty-five (45) days of receipt. Invoices not paid within forty-five (45) days are subject to finance charges of 6% p.a.
   2. During the Renewal Term, Client agrees that all fees set forth in an existing Subscription Form, including without limitation the monthly License subscription rate, will be in an amount equal to 1.15 times the monthly equivalent of the License subscription rate during the Initial Term.
   3. Client may be provided the opportunity to purchase content and services from Engage121. Payment for such content and services will be made by credit card, or, upon request, Engage121 may, in its sole discretion, agree to invoice Client periodically for the content and services Client purchases.
   4. FRANCHISE DEVELOPMENT COMMISSIONS. Certain programs include a commission fee on the acquisition of a new franchisee. Client agrees to provide Engage121 a list of active franchise leads monthly. Commission fees are due to Engage121 within 30 days of the Client acquiring a new franchisee as a result of the Engage121 Programs. Engage121 reserves the right to request an audit of the Client's relevant sales records.
   5. DIGITAL ADVERTISING. Certain Applications may enable Client, or Engage121 acting on behalf of Client, to develop and place advertisements or promotions on various search, social media or other online sites ("Advertising Services"). FEES FOR ALL ADVERTISING SERVICES WILL INCLUDE AN AMOUNT, NOT EXCEEDING 35% OF THE GROSS ADVERTISING SERVICES FEE, FOR THE DEVELOPMENT, MANAGEMENT AND ADMINISTRATION OF SUCH ADVERTISEMENTS AND PROMOTIONS.
5. ACCOUNT AND PASSWORD. Client is responsible for maintaining the confidentiality of any password provided to Client, and Client is fully responsible for all activities that occur with respect to Client's account through use of the password. Password access to the Application is specific to each Client and may not be shared.
6. RESTRICTIONS ON USE. Client may not directly or indirectly: (i) work around or attempt to work around any technical limitations in the Application; (ii) modify, adapt, merge, translate, convert to another programming language, reverse engineer, re-engineer, decompile or disassemble the Application or create derivative works based on the whole or any part of the Application; (iii) emulate or clone the Application or make copies of the Application; (iv) publish, reproduce, distribute or deal in the Application or any part thereof, in any way, except as expressly permitted by this Agreement; (v) use the Application in any way that violates applicable law; (vi) sell or resell, rent, timeshare, lease, lend, sublicense, modify, assign, convey, disclose or transfer the Application or any rights with respect thereto to any third-party or use the Application to perform services for the benefit of third parties; (vii) use the Application for commercial hosting services or for the benefit of any other entity or person; or (viii) make the Application available over a network where it could be used by multiple computers at the same time. Any documentation relating to the Application that may be provided to or accessed by Client is subject to the same terms and conditions of this Agreement as those applicable to such Application. All documentation is the sole and exclusive property of Engage121 and Engage121 retains all rights, titles, interests and privileges in and to any such documentation.
7. AGREEMENT TO COOPERATE. In the event Client authorizes Engage121 to offer the Application directly to a Client's affiliated franchisees, dealers and owned stores("Outlets"), the parties agree that (i) Engage121 and Client will distribute materials describing the Application to the Outlet(s) no less frequently than quarterly, (ii) fees attributable, if any, to the Application will be as agreed between Engage121 and Client, which may be that Engage121 will invoice subscribing Outlet(s) directly, (iii) in the event Engage121 invoices Outlet(s) directly, Client will not have any responsibility for payments or fees due from Outlet(s). Engage121 will report to Client monthly on Outlet(s) participation and results.
8. ENGAGE121 REPRESENTATIONS.
   

   Engage121 is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the full right and legal authority to enter into and fully perform its obligations under this Agreement and grant the License specified in this Agreement in accordance with its terms;

   All services performed by Engage121 with respect to the Application pursuant to the terms of this Agreement shall be performed in a professional, workmanlike manner and in accordance with generally accepted industry standards;

   Engage121 shall make commercially reasonable efforts, in accordance with generally accepted industry standards, to protect its systems and web sites used in connection with the delivery and maintenance of the Application from viruses and other similar harmful programs or data that have a malicious and destructive intent, or software routines designed to permit access or use of the Application or Client's computer systems or data by any unauthorized third party; and

   The Application will materially conform to the specifications and descriptions provided by Engage121 to Client in any supporting documentation.

9. MAINTENANCE, MODIFICATION OR TERMINATION OF APPLICATION
   
   1. Engage121 will, at no additional fee to Client, take such commercially reasonable steps to improve the design and functionality of the Application, including implementing feature and data enhancements that Engage121, in its sole discretion, deems appropriate for the benefit of its clients.
   2. Client acknowledges and agrees that Engage121's maintenance of the Application may depend upon various online sites and platforms maintaining the integrity of their electronic interfaces and connection protocols. From time to time these sites and platforms may implement unannounced modifications, changes or other service disruptions that interfere with Engage121's ability to receive and deliver data. In the event of these kinds of unannounced, breaking changes, Engage121 will respond to re-establish connectivity as soon as commercially and reasonably practicable.
   3. Client acknowledges and agrees that Engage121 may, at any time and from time to time, in its sole discretion, modify or terminate certain content, features and/or the Application without prior notice or liability to Client.
   4. The parties recognize that from time to time, Client may request changes to the Application that are either specific to Client's individual needs or beyond the scope of changes to the Application that Engage121 intends, for its own reasons, to implement. In such cases, Engage121 will use commercially reasonable efforts to provide Client custom development services as may be described in a written "Statement of Work" that includes mutually agreeable terms and conditions as to (i) the specifications of the work to be delivered, (ii) delivery dates and requirements, and (iii) license or other fees, if any, for such services.
10. THIRD PARTY WEBSITES. Client may be able to link from the Engage121 website Application (the "Site") to third party websites and third party websites may link to the Site ("Linked Sites"). Client acknowledges and agrees that Engage121 shall have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or operated by affiliates of Engage121. Links to Linked Sites do not constitute an endorsement or sponsorship by Engage121 of such websites or the information, content, products, services, advertising, code or other materials presented on or through such websites. Any reliance on the contents of a third party website is done at Client's own risk and Client assumes all responsibilities and consequences resulting from such reliance. Under no circumstances will Engage121 be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to Client in connection with its use of, or reliance on, any content, goods or services available on any other website, including without limitation the Linked Sites.
11. CLIENT SUBMISSIONS and CONTENT.
    
    1. Unless specifically requested, Engage121 does not solicit nor does it wish to receive any confidential, secret or proprietary information from Client. By submitting or sending any such information, including without limitation creative works, demos, ideas, suggestions, concepts, methods, articles, studies, surveys, systems, designs, plans, techniques or other materials (collectively, "Submitted Materials"), to Engage121, Client: (i) represents and warrants that the Submitted Materials are original to Client, and that no other party has any rights thereto (i.e., that the Submitted Materials do not infringe the rights of a third party), and (ii) Client grants Engage121 and its affiliates a royalty-free, unrestricted, irrevocable, non-exclusive right and license to use, publish, distribute, and display such Submitted Material according to and consistent with Client's use of the Application.
    2. Engage121 shall have no liability for the content of any Submitted Material or other information provided by Client (collectively, "Content"), nor shall Engage121 independently verify the facts contained in any such Content. Therefore, Client hereby represents and warrants that (i) Client possesses the authority to submit Content to Engage121 for distribution; (ii) any person or party accepting this Agreement on Client's behalf is authorized to do so; and (iii) neither the Content Client submits, nor its distribution, will violate any copyright, trademark, service mark rights, right of privacy or any other right of any person, and such Content is not obscene, libelous, slanderous or otherwise defamatory, false or misleading.
    3. Engage121 reserves the right to reject any Content Client submits if Engage121 reasonably determines, in its sole discretion, that such Content is unsuitable for distribution, though Engage121 shall have no obligation to exercise such discretion. Content considered unsuitable may include, but is not limited to: (i) content that includes adult material, obscenities or profanity; (ii) content that promotes violence, illegal activities, or discrimination based on race, sex, religion, age, disability, nationality or sexual orientation; or (iii) content which contains excessive grammatical or typographical errors. Moreover, Engage121 reserves the right, upon due notice to Client, to make non-material edits to Content for the purposes of making such Content suitable for distribution.
12. CONFIDENTIAL INFORMATION.
    
    1. In connection with this Agreement and Client's use of the Application, Client may obtain access to certain of Engage121's proprietary or confidential information, technology, know-how, processes, methods, innovations, concepts and compositions (collectively, "Confidential Information"). Client covenants and agrees that it shall hold the Confidential Information in strict confidence and that it shall take such steps to protect and preserve the confidentiality thereof as Client takes to preserve and protect the confidentiality of its own confidential and proprietary information. Client covenants and agrees that it shall use the Confidential Information solely to exercise the rights expressly granted by Engage121 to Client under the License pursuant to this Agreement. Client agrees that the terms and conditions of this Agreement and any Subscription Form issued hereunder shall be deemed Confidential Information.
    2. Client's obligations with respect to the Confidential Information do not apply to information that Client can clearly establish by written evidence: (i) is or has become publicly known through no fault of Client; (ii) is rightfully obtained by Client from a third-party without breaching an obligation of confidentiality; (iii) is independently developed by Client without any access to Confidential Information; (iv) is approved in writing for release by an authorized representative of Engage121; or (v) is required to be disclosed as a matter of law or judicial action; provided that Client provides Engage121 with prior notice of such requirement of disclosure and uses all reasonable efforts to obtain a protective order.
13. DISCLAIMER OF WARRANTIES. Engage121 MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE COMPLETENESS, TIMELINESS OR ACCURACY OF ANY DATA INCLUDED IN THE APPLICATION. ALL DATA IS OBTAINED FROM SOURCES BELIEVED BY Engage121 TO BE RELIABLE AND Engage121 SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT BASED ON ANY INCOMPLETENESS, UNTIMELINESS OR INACCURACIES IN THE DATA. ALL DATA, DOCUMENTATION, AND THE APPLICATION FURNISHED HEREUNDER ARE FURNISHED "AS IS" AND "AS AVAILABLE." NEITHER Engage121 NOR ITS INFORMATION PROVIDERS MAKE TO YOU OR TO ANY OTHER PERSON ANY REPRESENTATION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES, ANY STATE THEREOF OR ANY OTHER JURISDICTION, NOR ARE ANY SUCH WARRANTIES TO BE IMPLIED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Engage121 SHALL CREATE ANY WARRANTY. CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE APPLICATION AND ITS ACCEPTANCE OF Engage121'S SERVICES IS AT CLIENT'S SOLE RISK. CLIENT ACKNOWLEDGES AND AGREES THAT A FUNDAMENTAL ELEMENT OF THE BASIS ON WHICH Engage121 IS PREPARED TO OFFER CLIENT ACCESS TO THE APPLICATION IS CLIENT'S ACCEPTANCE OF THE FOREGOING LIMITATIONS AND THAT Engage121 WOULD NOT HAVE AGREED TO PROVIDE CLIENT WITH ACCESS TO THE APPLICATION BUT FOR CLIENT'S FULL ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT, IN PARTICULAR, AND WITHOUT LIMITATION, THE DISCLAIMERS SET OUT IN THIS SECTION 13.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL Engage121, Engage121'S AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FROM CLIENT'S USE OF THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF Engage121 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Engage121'S AGGREGATE LIABILITY TO CLIENT FOR ALL DAMAGES ARISING HEREUNDER OR RELATING HERETO EXCEED THE AMOUNT OF FIVE HUNDRED UNITED STATES DOLLARS ($500.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. PRIVACY STATEMENT. The terms and conditions of the Engage121 Privacy Statement (the "Privacy Statement") are hereby incorporated into this Agreement by reference. By evidencing its Acceptance of this Agreement, Client acknowledges and agrees that it is also evidencing its Acceptance of the Privacy Statement.
16. INDEMNITY. Client shall indemnify, defend and hold harmless Engage121, its affiliates and its and their respective directors, officers, shareholders, agents and employees harmless from and against all claims, liabilities, suits, losses, damages and expenses, including costs and reasonable attorneys' fees (collectively, "Claims"), relating to, resulting from, or alleged to result from, Client's breach of any representation, warranty and/or covenant contained in this Agreement or Client's use (or misuse) of the Application.
17. COPYRIGHT AGENT. If any person or entity believes that its work has been copied by Engage121 in a way that constitutes copyright infringement, such person or entity should forward the following information to Engage121's Copyright Agent named below, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2):
    
    1. Address, telephone number, and email address;
    2. A description of the copyrighted work claimed to have been infringed;
    3. A description of where the alleged infringing material is located;
    4. A statement by the person or entity that it has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
    6. A statement, made under penalty of perjury, that the above information is accurate and that the person or entity is either the copyright owner or is authorized to act on the copyright owner's behalf.
       
       Copyright Agent:
       Kurt Strumpf, Chief Operating Officer
       Engage121, Inc.
       20 Glover Avenue
       Norwalk, CT 06850
       Tel: (203) 846-2811
       kstrumpf@engage121.com
18. NOTICES. Any notice or communication provided pursuant to this Agreement shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof by the individual designated below, (ii) if by facsimile or email transmission, upon electronic confirmation or receipt thereof, or (iii) if by next day delivery service, upon such delivery. Either party may change its mailing address by notice as provided by this Section. All notices shall be addressed as follows (or such other address as either party may in the future specify in writing to the other):
    

    In the case of Engage121:

    Engage121, Inc.
    20 Glover Avenue, 1st floor
    Norwalk, CT 06850
    Phone: (203) 849-7227
    Fax: (203) 446-2248
    Email: kstrumpf@engage121.com
    Attention: Kurt Strumpf, Chief Operating Officer

    In the case of Client, to such address and contact information as Client may provide to Engage121 in a Subscription Form, or otherwise in writing from time to time, with such writing specifying that Client is providing the address and contact information for purposes of notices under this Section 18.

19. FORCE MAJEURE. Engage121 shall not be responsible for failure to perform when its failure results from any cause beyond its reasonable control.
20. ASSIGNMENT. Neither this Agreement, nor the rights and obligations granted hereunder, may be assigned or transferred by Client without the prior written consent of Engage121 (and such consent shall not be unreasonably withheld) and any attempted assignment or transfer absent such written consent shall be null and void and of no force or effect. Engage121 may freely assign and transfer this Agreement and/or its rights and obligations hereunder without notice to Client.
21. EQUITABLE REMEDIES. Without prejudice to any other rights that Engage121 may have under any applicable law, Client acknowledges and agrees that damages alone would not be an adequate remedy for any breach by Client of this Agreement and that accordingly, Engage121 shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief, without the necessity of posting a bond or other security, for any threatened or actual breach of the License and/or the terms and conditions of this Agreement.
22. GOVERNING LAW, INDEPENDENT PARTIES, ENTIRE AGREEMENT, AMENDMENTS, SEVERABILITY, NON-WAIVER, HEADINGS. This Agreement will be governed and construed in accordance with the laws of the State of Connecticut without regard to its choice of law principles. Any dispute, controversy or claim arising out of, or in connection with this Agreement will be heard solely within the courts located in the County of Fairfield, State of Connecticut and Client hereby irrevocably submits to the jurisdiction of such courts.
    

    Nothing contained in this Agreement shall be deemed to create or constitute a partnership, joint venture, or relationship of principal and agent between the parties.

    This Agreement (together with the Privacy Statement and any Subscription Form(s)) contains the entire agreement between the parties with respect to the subject matter hereof.

    This Agreement may not be amended, modified or waived in whole, or in part, except in writing, signed by both parties, provided, however, that Engage121 may at any time amend or modify this Agreement, subject to Client's Acceptance of any such amendment or modification in accordance with Section 2 hereof.

    If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

    Engage121's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

    All headings in this Agreement are inserted only for convenience and ease of reference and are not considered in the construction or interpretation of any provision of this Agreement.

23. NO EXCLUSIVITY. Nothing in this Agreement shall prevent Engage121 from entering into similar arrangements with other persons and entities.