Once approved as an Advertiser, Ad Publisher, Independent Sales Rep, or Independent Sales Agency, you agree to devote your best efforts to:

1. Advertiser: Offer and promote the AdXplore ad network to your customers. Or:
2. Ad Publisher: Promote and publish the AdXplore ads on your ad network. Or:
3. Independent Sales Reps & Agencies: Solicit orders resulting in sales of location-based advertising to businesses.
4. Recruit, hire, train, and support your own team of sales reps.
5. Support your clients.

Independent contractors (Sales and Agencies) are not employees of AdXplore. As an independent contractor, you are solely responsible to pay all applicable taxes arising from payments made to you by AdXplore including social security, self-employment taxes and disability insurance. You are not entitled to participate in any AdXplore employee plans, arrangements or distributions pertaining to any pension, stock, bonus, profit sharing or similar benefits.

You agree to indemnify and hold AdXplore harmless from any and all liability, claims, demands or requirements imposed by federal or state law upon self-employed individuals arising from payments made to you under this Agreement.

You agree to bear all expenses incurred in your sales endeavors except those which AdXplore agrees to pay for in writing.

You agree to make no representations, warranties or commitments binding AdXplore without AdXplore’s prior consent. In addition, you warrant and represent to AdXplore that you are free to enter into this Agreement and that this does not violate any agreement previously made by you. You agree that if you operate a motor vehicle during the term of this Agreement, AdXplore is not responsible for any damage or loss sustained by the use of said automobile during your term as an AdXplore independent representative.

AdXplore has the sole right to establish, alter or amend product specifications, prices, delivery schedules and discounts, and AdXplore will give you timely notice of any and all changes.

All profiles and ads are subject to acceptance by the client and AdXplore and AdXplore may reject a client or ad at any time for any reason or no reason.

AdXplore shall furnish you with accurate records of all click-throughs to the ads you create and shall keep an accurate set of books and records regarding commissions due.

You agree to assist AdXplore in all collection efforts from non-paying customers upon our request. AdXplore shall deduct commissions on bad debts from your commission statement as they become due. For the purposes of this Agreement, bad debts are defined as noncollectable fees exceeding 30 days.

This Agreement may be terminated by either party at any time for any reason or for no reason. Termination will be effective after either party sends to the other, by Certified Mail, Return Receipt Requested, a written notice of intent to terminate at the expiration of Thirty (30) days from the date upon which such notice is mailed to the other. Termination will then occur at the end of the Thirty (30) day notice period. AdXplore shall be able to terminate this Agreement immediately, without the sending of the aforesaid written Thirty (30) day notice, upon your death, bankruptcy, or in the event you breach any of the material terms of this Agreement.

In the event you send AdXplore at p.o.box 1618, Soquel, CA 95073,written notice of your intent to terminate this Agreement pursuant to Paragraph 13, you shall continue to solicit orders for AdXplore during the aforesaid Thirty (30) day period. If AdXplore sends you written notice of its intent to terminate this Agreement, you shall cease soliciting orders for AdXplore’s products or services immediately on the day said notice of termination is received by you.

At the termination of this Agreement, a final accounting will be made between the Parties. In the event you send AdXplore notice of your intent to terminate this Agreement, you will receive full commission generated during the Thirty (30) day notice period prior to the effective termination date of this Agreement.

At the termination of this Agreement, you shall cease using any sales materials and product samples in your possession or under your control and shall return same, including all catalogs, brochures, advertising, literature and other property of AdXplore, immediately upon our request. Final compensation due, if any, shall not be paid until such property is received by us and has been returned in reasonably good condition, together with a duly executed general release.

Both parties acknowledge that AdXplore is entering into this Agreement due to your special, unique and extraordinary skills. Accordingly, this Agreement may not be transferred, sold or assigned to any other individual, corporation, partnership or joint venture without AdXplore’s prior approval. AdXplore shall be notified in writing of your intention to cease selling AdXplore’s products and services, an intention to liquidate your business, or sell its assets no less than Five (5) business days prior to the occurrence of same. In no event will AdXplore be bound to continue this Agreement under the same terms and conditions to your transferee or successor, or in the event that you are no longer personally and actively involved in selling AdXploret’s products and services.

You swear that you will not hire nor employ any other person or entity to assist you in representing AdXplore’s products or services.

You swear that you will keep confidential, both during the term of this Agreement and forever after its termination, all information obtained from AdXplore with respect to all trade secrets, proprietary matters, business procedures, customer lists, needs of customers and all matters which are competitive and confidential in nature, and will not disclose this information to any person, firm, corporation or other entity for any purpose or reason whatsoever. AdXplor shall be entitled to an injunction restraining you from disclosing this information in the event of a breach or threatened breach of the provisions of this paragraph.

You agree that while this Agreement is in effect and for a period equal to the length of time you continue to receive compensation, that you shall not, directly or indirectly, for yourself or any other individual, partnership, corporation, or entity, solicit, represent, act on behalf of, sell or provide solicitation to any individual, partnership, corporation or entity competing against AdXplore. AdXplore agrees to pay, and you agree to receive the compensation, as fair and reasonable consideration and an adequate bargained-for exchange so that a court of competent jurisdiction will enforce the provisions of this restrictive covenant.

Any claim or controversy arising among or between the parties hereto and any claim or controversy arising out of or respecting any matter contained in this Agreement or any difference as to the interpretation of any of the provisions of this Agreement shall be settled by arbitration in San Jose, California by Three (3) arbitrators under the then prevailing rules of the American Arbitration Association.

In any arbitration involving this Agreement, the arbitrators shall not make any award which will alter, change, cancel or rescind any provision of the Agreement and their award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no later than One (1) year from the date such claim or controversy arose. The award of the arbitrators shall be final and binding and judgment may be entered in any court of competent jurisdiction. In addition to the foregoing, AdXplore may apply to any court of appropriate jurisdiction for any of the provisional remedies it may be entitled to, including but not limited to injunction or attachment, pending the determination of any claim or controversy pursuant to the arbitration provisions of this Agreement.

Service of process and notice of arbitration of any and all documents and papers may be made either by Certified or Registered mail, addressed to either party at the addresses listed in the Agreement.

Nothing in this Agreement shall be construed to constitute you as a partner, affiliate or employee of AdXplore.

This Agreement forms the entire understanding between the parties. It cancels and supersedes all prior terms of service agreements and understandings.

If any provision of this Agreement is held by a court of competent jurisdiction or arbitration to be unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be impaired.

This Agreement shall be governed by the laws of the State of Deleware.