This Reseller Agreement (“Agreement”) is by and between you (the “Reseller”, "You") and Get Updated, Inc. (“Search Engine Partner”), a New York corporation, with its principle place of business at 7777 West Glades Road Suite 100 Boca Raton, FL 33434. This Agreement explains the basis upon which transactions between You, the Reseller, and Search Engine Partner will take place and our responsibilities toward each other. The effective date of this Agreement shall be the date that Reseller completes Search Engine Partner’s reseller signup process ("Effective Date"). By entering into this Agreement, in addition to transactions entered into by Reseller on its own behalf, Reseller also agrees to be bound by the terms of this Agreement for transactions entered into on its behalf by anyone acting as its Agent. Reseller also agrees to be bound by the terms of this Agreement for transactions entered into by anyone who uses the account Reseller hereby establishes with Search Engine Partner, whether or not the transactions were on Reseller’s behalf. Reseller also agrees to be bound by any applicable agreements, policies, or procedures posted on the Search Engine Partner web site, as well as any changes that may be made to them. To complete the reseller signup process, Reseller must read this entire Agreement and agree to be bound by all the terms and conditions.

This Agreement, as well as any additional Search Engine Partner policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Search Engine Partner concerning Your use of Search Engine Partner’s Software and Services, and supersede and govern all prior proposals, agreements, or other communications. By purchasing Search Engine Partner’s Software or Services, You acknowledge You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, including the Universal Terms of Service as well as any new, different or additional terms, conditions or policies which Search Engine Partner may establish from time to time, and any agreements that Search Engine Partner is currently bound by or will be bound by in the future. Such Agreements may be found here.

Reseller acknowledges that Search Engine Partner’s acceptance of this Agreement and any application made by Reseller for services provided by Search Engine Partner will take place at Search Engine Partner’s offices located in South Florida, USA. Whereas Search Engine Partner is a Google, Yahoo, and Bing accredited and fully-operational search engine marketing and Web Design and Development Firm; and, whereas Reseller desires to purchase SEO and Web Design services and other services or products that may be available (the “Services”) from Search Engine Partner for purposes of selling such Services to its own customers; Therefore, the Service-Provider and Reseller agree as follows:

Subject to the terms and conditions of this Agreement, Reseller acknowledges that prices, discount rates and transaction fees are subject to change from time to time.

Service Pricing

Search Engine Partner will provide its services to the Reseller according to the prices set forth below. Reseller may set its own prices.

All Services: 35% Off Current Pricing

Annual Licensing Fee

Reseller will be responsible for an annual licensing fee of $5,000. The fee will be waived, however, for the first year after this agreement is entered into.

Charging Reseller’s Customers

Reseller will be responsible for charging its own customers. In the case of the prefabricated websites listed above, Reseller will be responsible for distributing 30% of the gross sales amount generated from these websites to Search Engine Partner at the end of each month or billing cycle.

Fraudulent Transactions

Reseller agrees to hold Search Engine Partner harmless and to indemnify Search Engine Partner for and against transactions processed by Search Engine Partner on behalf of Reseller that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the domain registration or transfer process, or from the use of stolen or misappropriated credit cards.

Search Engine Partner is responsible for collecting Reseller's client payments.

Reseller agrees that Search Engine Partner, in its sole discretion and without liability to Reseller, may terminate this Agreement if Reseller is found to be using Search Engine Partner Services in association with unsolicited commercial email (“spam”) or morally objectionable activities. Morally objectionable activities will include, but not be limited to:

activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
• activities prohibited by the laws of the United States and/or foreign territories in which Reseller conducts business;
• activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography;
• activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable;
• activities designed to impersonate the identity of a third party; and
• activities designed to harm minors in any way.

Reseller agrees that all notices (except for notices concerning breach of this Agreement) from Search Engine Partner to Reseller may be posted on our web site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with Search Engine Partner or mailed first class postage to the postal address Reseller has on file with Search Engine Partner. In both cases, delivery shall be deemed to have been made five (5) days after the date sent. Notices from Reseller to Search Engine Partner shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:

Delivery shall be deemed to have been made by Reseller to Search Engine Partner five (5) days after the date sent.

Search Engine Partner strongly encourages a trademark service to be purchased along with any and all domain name registrations.

Reseller agrees that Search Engine Partner and its parent and affiliate companies own all proprietary rights, including but not limited to copyrights, patents and trade secrets, trademarks, and service marks, in and to the Advanced Programming Interface ("API") and that this Agreement does not transfer ownership of any of these rights. Search Engine Partner expressly reserves its rights in and to all such content and materials. Search Engine Partner shall own all proprietary rights in any modifications to the API, whether created by Search Engine Partner, Reseller, users, or a third party. Reseller hereby assigns to Search Engine Partner all proprietary rights, including copyright, patent and trade secret rights, to any modifications created by Reseller. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license, except the limited license provided below in this section, is granted to Reseller or conferred upon Reseller by this Agreement or otherwise. Reseller will not use any of Search Engine Partner's trademarks or other intellectual property unless specifically authorized by Search Engine Partner, nor will Reseller register any trademark that is substantially similar to one owned by Search Engine Partner . Reseller shall not use any of Search Engine Partner or its affiliates' intellectual property in its advertising except as specifically authorized by Search Engine Partner. Reseller agrees not to use Search Engine Partner or its affiliates' trademarks, including its web site URLs, as keyword terms in any search engine marketing agreements.

Reseller will use all computer programs, documentation and information consisting of or containing proprietary information related to the API solely for the purpose of performing under this Agreement. Reseller will not decompile, disassemble or otherwise reverse engineer the API or cause others to do so. Reseller will not modify or cause others to modify the API, without the prior written consent of Search Engine Partner. Except as otherwise explicitly agreed in writing, Search Engine Partner -owned content described in this document may be downloaded, displayed, reformatted and printed for Reseller's personal, non-commercial use only. Reseller agrees to prevent any unauthorized copying of the API. Content owned by Search Engine Partner advertisers, suppliers or licensors may be subject to additional restrictions. Reseller agrees to use the API and this document only within the scope of their intended business purposes.

Trademark License Guidelines

The following section shall apply to Resellers who wish to identify the following services by their own label instead of that of Search Engine Partner:

Search Engine Partner®, SEO™ (trademark pending), Reverse SEO™, Buzz Keywords™, SEO 2.0™.

Search Engine Partner grants Reseller a non-transferable license to reproduce and display on its web site the above trademarks, pending trademarks, and product names ("Marks") in association with Reseller's name according to the limited specifications provided in this section. Search Engine Partner also grants Reseller a non-transferable license to reproduce and display the copyrighted legal agreements and documents associated with each of the above services, provided Reseller includes the correct copyright string and does not modify the agreements and documents.

Reseller is required to include a small disclaimer on its web site indicating the Marks used and their ownership by Search Engine Partner and its affiliates.

The Search Engine Partner products and services must be clearly identified by their names above, and the use of those names must be used only to accurately describe or reference Search Engine Partner products and services. Reseller is not required to identify Search Engine Partner next to each appearance of the Marks and copyrights, however, the Marks and copyrights must be reproduced exactly as they appear within this section, and must include the applicable ® , ™, or copyright string. Each display of a Mark or copyright must appear substantially distinct from Reseller's name or other text; so there is no appearance that they are owned by Reseller or that Reseller has any association with them, other than its association with Search Engine Partner. Search Engine Partner may provide further specifications to Reseller in addition to these general guidelines and Reseller shall be obligated to adhere to them. Reseller is prohibited from displaying the Marks and copyrights in such a way that implies an affiliation, sponsorship, or endorsement of Reseller by Search Engine Partner , other than Reseller's relationship with Search Engine Partner as a reseller. In the event that Search Engine Partner determines, in its sole discretion, that Reseller’s use of the Marks, or any mark held by any of Search Engine Partner’s affiliates, constitutes a trademark infringement or dilution, Search Engine Partner may withhold commission payments until the issue is remedied and/or may immediately terminate Reseller’s account. (A trademark infringement occurs when an identical or confusingly similar mark is used in a manner that is likely to elicit confusion in the mind of the average consumer as to the source of goods or services. Trademark dilution occurs when an identical or confusingly similar mark is used in a manner that lessens the uniqueness of the registered mark.) All rights not expressly granted by Search Engine Partner to Reseller are reserved by Search Engine Partner. Search Engine Partner may audit the use of its Marks and copyrights to determine compliance with this section, and Search Engine Partner reserves the sole discretion to restrict Reseller's use of its Marks and copyrights. Reseller shall obtain the written permission of Search Engine Partner before using the Marks and copyrights for any purpose other than as explicitly provided in this section.