TERMS & CONDITIONS – DIRECTORY LISTING SERVICES

1. Description of Service: Ok Honey! LLC (“Ok Honey!”) shall solicit and use commercially reasonable efforts to cause 3rd parties to display on their websites, one or more of the following on the applicable listing pages of the Customer’s business (the “Listing”): (i) a link to the official URL; (ii) the phone number; and (iii) a link to the property’s email address. The Listing services shall be provided pursuant to the terms and conditions hereunder, as they may be amended from time to time, at Ok Honey!’s sole discretion. By hiring these services, Customer will be bound by these Terms and Conditions and Customer shall use such services in a manner which does not interfere with, disturb, or disrupt other network users, services, or equipment, as determined by Ok Honey! in its sole discretion.

2. Term of Listing: Ok Honey!, LLC shall cause the Listing to be published as of the Effective Date and all throughout the term of this Agreement (the “Term”). Ok Honey! makes no guarantees as to the effectiveness of creating a Business Listing.

3. Definitions: “Add-on” means a product that is purchased by Customer in addition to a Business Listing subscription. All Add-ons expire at the same time as the related Business Listing subscription; “Business Listing” means a listing which includes one or more of the following listed on 3rd party websites: a) a link to an official URL, for the property, b) a phone number, and c) link to the property’s email address; “Business Listings Order” means the proposal generated by Ok Honey! sent to the Customer setting out the terms of the Business Listing; “Customer” or “You” means the contracting entity (together with any affiliates or subsidiaries, if applicable) as listed in the Business Listings Order; “Deliverables” means one or more of the following that Customer can choose to add to a Business Listing: (i) the official URL; (ii) link to the property’s email address; (iii) phone number; “Effective Date” means the date that the Business Listing is initially set-up and disseminated by Ok Honey! to 3rd parties, as recorded in the Business Listings Order (unless otherwise agreed between the parties); “Subscription Term” means the period of a Business Listing subscription (regardless of payment frequency), which may be renewed in accordance with these terms. “Ok Honey! Site” means www.okhoneybuzz.com and all active country code TLD extensions (e.g..co.uk), if applicable.

4. Sale Order Rules. All Customer Business Listing requests shall be hosted and remain during the Term on 3rd party websites outside Ok Honey!’s custody, care or control; notwithstanding the foregoing, they will be governed by this Agreement and the Business Listings Order. No other agreements outside these Terms and Conditions, except those which are signed by Ok Honey! and Customer, will be enforceable upon Ok Honey!. This Agreement is not subject to cancellation, except as provided below under Section 5 & 8.

5. Business Listings. Ok Honey! reserves the right, at its sole discretion and without liability to Customer or 3rd Parties, to reject, remove and/or cancel any information in the Business Listings that contain content or links which do not meet Ok Honey!’s specifications. Ok Honey!’s sole liability under this Agreement shall be to refund the pro-rata portion of amounts paid for the unfulfilled term to the extent that the content or links do not meet Ok Honey! specifications. However, in cases which involve fraudulent activity of any type, or inappropriate or malicious content, no refunds will be provided. Customer agrees to the following:

   1. Customer authorizes Ok Honey! to distribute Customer’s Business Listing Information as may be required to provide the Services contained herein. Customer acknowledges and agrees that Ok Honey! shall use commercially reasonable efforts to cause the Business Listings to be published; yet, Ok Honey! does not guarantee any specific publication.

   2. Customer’s failure to comply with all applicable requirements of this Agreement may delay or prevent the display of the Business Listing and shall give Ok Honey! the right to immediately terminate the Agreement.

   3. Customer shall be solely responsible for the content provided to Ok Honey! for the Business Listing (including but not limited to a promotion or offer) and any web site linked to from such information, and Customer shall indemnify and hold Ok Honey! harmless for all loss, costs, and damages in connection with any claims of infringement of any third party rights and any claims arising from the content (including but not limited to unfair or deceptive acts and practices and consumer protection claims). Customer represents, warrants and covenants to Ok Honey! that at all times, (a) it is fully authorized to publish the entire contents and subject matter of all requested information (including, without limitation, all text, URLs, and Internet sites to which URLs are linked); (b) all such materials and Internet sites comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party; (c) it has the full corporate rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder and its execution of this Agreement or any ancillary documents related thereof, does not and will not violate any agreement to which Customer is a Party or by which it is otherwise bound, or any applicable law, rule or regulation; and (d) each such Internet site is controlled by Customer and operated by Customer or its independent contractors, is functional and accessible at all times, and is suitable in all respects to be linked to from the applicable site.

   4. It is the Customer's obligation to submit Business Listing information in accordance with Ok Honey!’s then existing criteria or specifications (including content limitations, technical specifications, terms of use, privacy policies, user experience policies, policies regarding consistency with Ok Honey!’s public image, community standards regarding obscenity or indecency) (taking into consideration the portion(s) of the Site to which Ok Honey! members are directed), and any other Ok Honey! Policy (collectively "Policies").

   5. Public Announcements. Customer hereby grants Ok Honey! permission to publicize the fact that it is a Business Listing customer of Ok Honey! in a press release. Customer shall not use, display or modify Ok Honey!’s trademarks in any manner without the prior written consent of Ok Honey!.

1. Privacy and Compliance. From the date that the Business Listing information begins to be displayed, through the expiration or termination of the Agreement or applicable contract or order for services, Customer shall have a privacy policy in place governing Customer's use of end users' personal information that meets or exceeds any applicable laws, rules and regulations governing the use of such information. Both parties shall ensure that any collection, use and disclosure of information obtained pursuant to this Agreement and any related or ancillary documents must comply with all applicable laws, regulations and privacy policies, including all of the requirements the CAN-SPAM Act. Customer agrees not to send any unsolicited, commercial email or other online communication (e.g. “spam”) through to Ok Honey! users and shall comply with all applicable Ok Honey! policies regarding bulk email. If applicable, for the purposes of any email or advertising placements, Customer designates Ok Honey! as the sender for compliance with the CAN-SPAM Act. This section shall survive the completion, expiration, termination or cancellation of this Agreement or applicable contract or order for services for a period of five (5) years.

2. Payment Terms and Calculations. Business Listing subscriptions are offered on the basis of a recurring payment, and payments shall be made to Ok Honey! by the method selected by Customer at the recurring intervals for the full duration agreed upon in this Agreement. The agreement is not cancellable and not refundable, except as otherwise provided herein. As such, customer shall be charged for the Business Listing from the Effective Date, and Customer shall pay Ok Honey! upfront or in regular installments (as applicable) on a credit card to be provided on file for the services rendered. If Ok Honey! agrees to receive payment by monthly or quarterly installments, Customer must pay Ok Honey! every month or quarter, as applicable, in advance and upon receipt by the credit card on file. In addition to any other rights, Ok Honey! may immediately remove Customer's Business Listing information in the event that it detects some form of misuse within such time period. All sums payable by Customer to Ok Honey! under this Agreement are exclusive of any tax as may be accrued under applicable law and which will be billed separate and distinctively. Business Listings will be not renewed automatically at the end of a Subscription Term unless otherwise agreed upon. If You miss any payment owed to Ok Honey! or if a credit card is expired or otherwise fails to authorize, the Business Listings service may be discontinued without notice, and the full fee for the entire contract period will become immediately due. Any information provided by Customer, which is or becomes illegal, inaccurate or incomplete shall be considered a material breach of this Agreement. At this time, the balance due for the remaining contract shall be due in full, and Ok Honey! shall be authorized to terminate this Agreement without a refund.

3. Effective Date, Cancellation, Switching and Add-Ons.

1. 8.1 Effective Date: Unless Ok Honey! notifies the Customer otherwise, this Agreement is effective upon the Effective Date.

   8.2 Cancellation: A Customer may only cancel its Business Listing subscription, thereby terminating this Agreement, solely in accordance with the following cancellation policies: a) Subscription Terms of 6 months or less: If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first fourteen (14) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), during the set-up phase of the agreement and the monthly subscription services have not yet begun, the cancellation of the subscription will take effect immediately. The set-up fees will remain due and are not cancellable and not refundable and the Customer will not be entitled to a prorated refund any pre-paid Business Listing fee, in respect of the unused portion of the subscription, unless the Subscription Term is prior to one month, in which case Customer shall not be entitled to a prorated refund. If a Customer requests cancellation at any time after the first fourteen (14) days of the first Subscription Term (or any subsequent Subscription Term, if the subscription is renewed), the full subscription fee will be due in order to complete cancellation. Upon receipt of the full contract value of set up and monthly Business Listing fees, as outlined in this proposal, cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will not be entitled to any refund of fees paid. b) Subscription Terms of more than 6 months: If a Customer requests the cancellation of this type of Business Listing subscription at any time during the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect immediately upon receiving the full contract value for the remaining months as the subscription and the Customer will not be entitled to a prorated refund for the Subscription Term, in respect of the unused portion of the subscription.

   If a Customer requests cancellation at any time after the first thirty (30) days of the first Subscription Term (or of any subsequent Subscription Term, if the subscription is renewed), the cancellation will take effect on the first day after the end of the current Subscription Term and the Customer will be liable for payment of Business Listing fee for that Subscription Term.

   UPON TERMINATION OF THIS AGREEMENT, CUSTOMER'S SOLE REMEDY WILL BE A FULL PAYMENT OF OUTSTANDING FEES TO FULFILL THE CONTRACT OBLIGATIONS HEREIN AND NO REFUND OF PRE-PAID FEES SHALL BE PAID, PER THE TERMS OF THE ABOVE CANCELLATION POLICIES, NEITHER Ok Honey! NOR ANY OF ITS AFFILIATES WILL HAVE ANY OTHER LIABILITY OF ANY NATURE TO THE CUSTOMER, OR ANY OTHER THIRD-PARTIES, IN RESPECT OF TERMINATION.

   8.3 Switching: If permitted by and available to Ok Honey!, a Customer may upgrade or downgrade from one type of Subscription Term to another. If such switch is permitted, the relevant changes to payment terms, renewal dates and the applicable cancellation policy for the new subscription will come into effect on the next payment date, as applicable.

   8.4 Add-Ons: If Customer purchases an Add-on, it shall expire, renew and/or be cancelable on the same terms as the Business Listing subscription to which it relates.

   9. Liability, Warranty and Indemnity. a) Ok Honey! MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES AS TO THE NUMBER OF VISITORS TO OR PAGES DISPLAYED ON THE Ok Honey! SITE OR THE FUNCTIONALITY, PERFORMANCE, OR RESPONSE TIMES OF THE Ok Honey!SITE. Ok Honey! DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY OTHER LOSS, INJURY, COST OR DAMAGE SUFFERED BY CUSTOMER OR ANY THIRD PARTY AND SHALL IN NO EVENT BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS. THIS PROVISION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT. IN NO EVENT SHALL Ok Honey!- OR ANY OF ITS AFFILIATES BE LIABLE TO CUSTOMER FOR AN AMOUNT IN EXCESS OF THE TOTAL DOLLAR AMOUNT ACTUALLY RECEIVED BY Ok Honey! FROM CUSTOMER FOR THE SPECIFIC BUSINESS LISTING INFORMATION AT ISSUE. b) Customer agrees to defend, indemnify and hold harmless Ok Honey! and each of Ok Honey!’s agents, customers, subcontractors and affiliates, and the officers, directors and employees of any of the foregoing, from, against and in respect of any and all losses, costs, (including reasonable attorney's fees) expenses, damages, assessments, or judgments (collectively, "Liabilities"), resulting from any claim against any such parties in connection with Customer's advertisement, except to the extent that such claims directly resulted from the gross negligence or willful misconduct of Ok Honey!.

   10. Jurisdiction & Venue. This Agreement is governed by the laws of the State of Florida, USA. Customer consents to the exclusive jurisdiction and venue of courts of Broward County, Florida, for all disputes related to the subject matter hereof.

   11. General Provisions. No joint venture, partnership, employment, or agency relationship exists between Customer and Ok Honey!. Ok Honey! will not be deemed to have waived or modified any of these terms and conditions except in writing signed by its duly authorized representative. Customer may not assign its rights hereunder to any third party unless Ok Honey! expressly consents to such assignment in writing, not to be unreasonably withheld. Modifications to the originally submitted signed contract will not be binding unless signed by both parties. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remaining provisions will remain valid and enforceable, and the unenforceable provisions will be deemed modified to the extent necessary to make them enforceable. This Agreement will be deemed to be controlling over all other writings or agreements of any kind between the parties covering the Business Listings subject matter of this contract. All notices to Ok Honey! relating to any legal claims or matters must be made in writing to Ok Honey!, Attention: Clint Christopher. Each Party expressly undertakes to retain in confidence and to require its agents and contractors to retain in confidence all information and know-how transmitted to such Party that the disclosing Party has identified as being proprietary and/or confidential or which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential. Except as specifically provided herein, this Agreement constitutes the entire understanding between the parties and supersedes any and all prior understandings and/or agreements between the parties with respect to the subject matter regarding Business Listings. Ok Honey! may amend this Agreement at any time, by giving Customer notification of the amendments in writing or via email. Unless otherwise stated in the notification or unless Customer cancels its Business Listing subscription (as permitted by this Agreement or the notification), any amendments shall be automatically effective thirty (30) days after they are notified to Customer.