::: Reputation Portals :::

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Reputation Management Reseller Agreement

Date:

Reseller: Your Company

Seller: Digital Broadcast Network LLC

Subject to the terms of this Agreement, Digital Broadcast Network LLC a Portland Maine company located at 43 US Rte 1, Falmouth Maine 04105, hereby grants the Reseller Applicant (Your Company), a person and or company located in ( Portland, Maine ) the non-exclusive, non-transferable limited license to use and commercially exploit the Digital Broadcast Network LLC Technologies for the Term of this agreement to operate a Website which incorporates the Digital Broadcast Network LLC Technologies. The parties agree that the Reseller Applicant above, hereinafter referred to as the RESELLER (Digital Broadcast Network LLC Technologies Reseller), shall become an independent reseller of Digital Broadcast Network LLC website building and reputation technologies on the terms and conditions set forth in this Technologies License Agreement. RESELLER wishes to provide website services for its customers utilizing the Digital Broadcast Network LLC website technologies.

Reputation Portals (Online Reputation Management Services)

01. Reseller Pricing Structure

02. End Consumer Website Pricing

03. Website Payment Processing

04. Interest and Attorneys' Fees

05. Term of Agreement, Termination and Survival

06. Confidentiality

07. Indemnification

08. Independent Contractors

09. Assignment

10. Customer Support and Maintenance

11. Reseller Support

12. Modifications

13 Payments

14. Advertising

15. Notice

16. Non Compete

17. Customer Data

18. Copyright Policy

19. End User Compliance

01.Reseller Pricing Structure

The fee for new client purchase of customer website design, reputation management programs, video services, search engine marketing,

front office support, software development, logo design, banner design, lead generation development, purchased through the Custom

Branded Website Portal or domain name is Fifty Percent (50% US dollars) of the contract proposal for any of the services listed above,

unless otherwise specified (see below) to Digital Broadcast Network LLC as long as the customer pays the invoice. Digital Broadcast

Network LLC will also pay 25% commission on all contracts sold to a reseller client for up-sell or additional sales.

Percentage of the Contract Proposal to be paid to the reseller:

Search Engine Optimization 25% (Fifty Percent US dollars)(Residually as long as the customer pays the invoice)

Reputation Management 25% (Fifty Percent US dollars)(residual as long as the customer pays the invoice

Digital Broadcast Network LLC reserves the right to add additional tools to the Custom Branded Website Portal and either limit or

charge an additional fee for their use.

02. End Consumer Website Pricing

Without prior written approval from Digital Broadcast Network LLC, RESELLER will not resell websites for more than or less than the

approved proposal provided to execute the project. All hosting package add-on’s requested by the customer will be deemed done at Digital

Broadcast Network LLC’s cost and therefore any additional add-on charges will be retained by Digital Broadcast Network LLC to cover this

expense.

03.Website Payment Processing

Digital Broadcast Network LLC will manage the customer website billing through the Digital Broadcast Network LLC billing system.

Digital Broadcast Network LLC has the right to suspend signups of new websites, demand RESELLER change their home page message,

website offer or marketing techniques and or practices.

04. Interest and Attorneys' Fees.

Any unpaid amounts under this Agreement shall be subject to one and one-half percent (1.5%) per month service charge until paid in full.

In the event either party shall be successful in any suit for damages for any breach of this Agreement, including non-payment of amounts

due, or to enforce this Agreement, such party shall be entitled to recover its reasonable legal fees and expenses incurred in any such action

in addition to any other relief granted.

05.Term of Agreement, Termination and Survival

This agreement is effective for a period of one year from the date of execution. This agreement is automatically renewed an indefinite

number of one-year terms unless cancelled at the option of Digital Broadcast Network LLC. Digital Broadcast Network LLC also retains the

right to terminate this Agreement immediately if RESELLER fails to comply with any term or condition of this Agreement, RESELLER declares

bankruptcy or becomes insolvent or necessary to resolve any moral or ethical actions of RESELLER. Upon termination or expiration points 2,

3, 6, 7, 8, 9, 11, 21, 22, and 23 will survive.

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06.Confidentiality

Both parties agree to keep confidential and not disclose the terms of this Agreement without prior written consent. The obligations of this

section shall not restrict any disclosure by either party pursuant to any applicable law, or by order of any court, government agency, or

ICANN and shall not apply to information that is independently developed by the disclosing party or is publicly known. All public

announcements shall be coordinated by Digital Broadcast Network LLC and RESELLER grants permission to Digital Broadcast Network LLC to

display the name and brand of RESELLER in site promotion and company information. The RESELLER may not disclose or reveal any

proprietary systems, processes and or technologies to any third party without written consent by Digital Broadcast Network LLC.

07.Indemnification

Reseller (Your Company) agrees to indemnify, defend and hold Digital Broadcast Network LLC, and its directors,

officers, and employees harmless from and against any and all claims, demands, liabilities, damages, costs and expenses (including

attorney’s fees) alleged or charged against, or incurred by, Digital Broadcast Network LLC as a result of negligence or intentional

misconduct in connection with the services provided by Reseller under this Agreement. Digital Broadcast Network LLC shall promptly notify

Reseller of any such claim or demand."

08.Independent Contractors

The parties to this Agreement are independent contractors and shall have no right or authority to bind or commit the other party in anyway

without the other party’s express written authorization to do so. Nothing contained in this Agreement shall be deemed or construed to

create for any purpose an employer/employee, joint venture, partnership, or agency relationship between the parties.

09.Assignment

Both parties agree not to assign, transfer, or otherwise dispose of this Agreement or any of its rights, benefits, or interests under this

Agreement without written consent. No assignment of this Agreement shall operate to discharge the assignor of any duty or obligations

hereunder without prior written consent.

10.Customer Support and Maintenance

Digital Broadcast Network LLC will provide online support to the RESELLER customers and will communicate to them for maintenance,

technologies and other issues as Digital Broadcast Network LLC. Digital Broadcast Network LLC will own and host the customer websites

and content built through the Custom Branded Website Portal. RESELLER authorizes Digital Broadcast Network LLC‘s support team to grant

trial extensions, free time and refunds when the support team deems fit without compensation to RESELLER. RESELLER authorizes Digital

Broadcast Network LLC to send follow-up emails on RESELLER’s behalf to any end user on trial to help facilitate a sale.

11.Reseller Support

Digital Broadcast Network LLC will provide online support to RESELLER at no charge. Additional technical and design support may be

offered to the RESELLER at $50/hour.

12.Modifications

Digital Broadcast Network LLC reserves the right to modify, enhance, revise or otherwise change the Digital Broadcast Network LLC and

website technologies without notice or liability from RESELLER for such modifications.

13.Payments

Digital Broadcast Network LLC will calculate monies owed to RESELLER monthly, and sent by check no later than 45 days after the end of

the month collected.

14.Advertising

RESELLER is responsible and liable for all advertising of their Custom Branded Website Portal. RESELLER agrees to advertise within all local

and federal regulations. In particular RESELLER agrees never to send unsolicited email (SPAM) and to not sell their service through

mis-leading or deceptive means. Digital Broadcast Network LLC, at their sole discretion, can stop the sale of websites and request copies of

all marketing material to confirm the integrity of RESELLER’s marketing.

15.Notice

Any notice or other communication required to be given or made shall be in writing and considered made if done by prepaid first class mail

or fax to the contact information provided during registration.

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16.Non Compete

During the term of this agreement RESELLER or its employees will not enter into or offer direct or indirect competing web technologies and

specifically target any affiliates, resellers or customers hosted on the Digital Broadcast Network LLC technologies. RESELLER agrees not to

directly solicit existing customers, resellers, affiliates, re-branders, partners or licensees using the Digital Broadcast Network LLC

technologies for a period of five (5) years. RESELLER represents that the execution and implementation of this agreement is neither in

breach nor in violation of any terms or conditions of any other contract, agreement including but not limited to exclusivity or non

competition. At all times RESELLER will not engage in any activity harmful to Digital Broadcast Network LLC, any of Digital Broadcast

Network LLC brands, partners, and affiliates or through misleading or deceptive advertising. RESELLER shall not copy, reverse engineer,

decompile or disassemble any Digital Broadcast Network LLC or Digital Broadcast Network LLC technologies. In the event that Digital

Broadcast Network LLC and or its affiliates can no longer provide services to the reseller or Digital Broadcast Network LLC and or its

affiliates are no longer in business this non compete will be null and void.

17.Customer Data

Digital Broadcast Network LLC and RESELLER will jointly own the customer contact data while both adhering to the terms of the Privacy

Policy. Neither party will sell, rent or trade customer data to any third party unless otherwise agreed to in writing.

18.Copyright Policy

It is the policy of Digital Broadcast Network LLC Inc. to respect the intellectual property rights of others. Digital Broadcast Network LLC

reserves the right to terminate the accounts of RESELLER who appear to infringe the intellectual property rights of others, and/or remove

content that has prompted a complaint. Digital Broadcast Network LLC does not object to the use of Digital Broadcast Network LLC

19.End User Compliance

All RESELLER customers must explicitly agree to (1) Digital Broadcast Network LLC Terms of Service, (2) Digital Broadcast Network LLC

Privacy Policy, (3) (4) DOBA Terms of Service and any other agreements agreed to on the RESELLER sign-up page (from RESELLER’s

homepage click on the “Sign-Up” page and continue sign up process until on the “Complete Signup” page). Customers may agree either on

the RESELLER sign-up page provided by Digital Broadcast Network LLC or by any other means the RESELLER uses to sign up new

customers.

20.RESELLER Web Portal Pages

In general, we do not screen or edit information posted on RESELLER’s Web Portal Pages, but we reserve the right (but have no duty) to

monitor, to remove any objectionable information, and to remove any web pages from our system at any time, without notice, at our sole

discretion.

You agree to:

•

follow all of your local, provincial/state, national and international laws and regulations.

•

be responsible for all information, data, text, software, music, sound, photographs, images, graphics, video, messages or other

material (“Content”) that occur under your account or password, including any Content transmitted or broadcast through your

account.

•

comply with all applicable laws regarding the transmission of technical or other data exported from the country in which you

reside.

You also agree that you will not:

•

host or transmit any content that might infringe the intellectual property rights, privacy rights, rights of publicity, or other

proprietary rights of others.

•

copy, broadcast, distribute, or otherwise use any content provided by others, in a manner that infringes the intellectual property

rights, privacy rights, rights of publicity, or other proprietary rights of others.

•

interfere with or disrupt Digital Broadcast Network LLC, services, computer systems, servers or networks, or violate the regulations

or policies of such networks.

•

transmit any content containing viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful programs.

•

collect information about others without their consent.

•

use your home page (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside

or beyond our site.

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21.Best Efforts

RESELLER understands DIGITAL BROADCAST NETWORK LLC will make best efforts in providing the highest quality service. RESELLER

expressly agrees that: ITS USE AND ANY USERS USE OF THE DIGITAL BROADCAST NETWORK LLC SERVICE IS AT ITS OR THEIR OWN

SOLE RISK. DIGITAL BROADCAST NETWORK LLC SERVICES AND TECHNOLOGIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”

BASIS. DIGITAL BROADCAST NETWORK LLC. EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR

IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE AND NON-INFRINGEMENT; DIGITAL BROADCAST NETWORK LLC MAKES NO REPRESENTATION OR WARRANTY

THAT: THE DIGITAL BROADCAST NETWORK LLC SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THE RESULTS

THAT MAY BE OBTAINED FROM THE USE OF DIGITAL BROADCAST NETWORK LLC SERVICES WILL BE ACCURATE OR RELIABLE, THE

QUALITY OF ANY PRODUCTS, DIGITAL BROADCAST NETWORK LLC SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR

OBTAINED BY RESELLER THROUGH THE DIGITAL BROADCAST NETWORK LLC SERVICES WILL MEET ITS OR THEIR EXPECTATIONS, OR

THAT ANY ERRORS IN DIGITAL BROADCAST NETWORK LLC TECHNOLOGIES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR

OTHERWISE OBTAINED THROUGH THE USE OF THE DIGITAL BROADCAST NETWORK LLC SERVICES IS DONE SO AT RESELLER’S AND

USERS DISCRETION AND RISK AND THE RESELLER AND USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER

SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; AND NO ADVICE OR INFORMATION,

WHETHER ORAL OR WRITTEN, OBTAINED BY THE RESELLER THROUGH OR FROM DIGITAL BROADCAST NETWORK LLC SERVICES SHALL

CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

22.Limitation of Liability

RESELLER EXPRESSLY UNDERSTANDS AND AGREES THAT DIGITAL BROADCAST NETWORK LLC SHALL NOT BE LIABLE FOR ANY

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS

OF REVENUES, PROFITS, GOODWILL, USE, OR DATA, FAILURE, TO REALIZE EXPECTED SAVINGS, OR OTHER INTANGIBLE LOSSES (EVEN

IF DIGITAL BROADCAST NETWORK LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), DIRECTLY OR INDIRECTLY

RELATED TO DIGITAL BROADCAST NETWORK LLC SERVICES, THIS AGREEMENT, THE DIGITAL BROADCAST NETWORK LLC

TECHNOLOGIES OR THE CUSTOM BRANDED SITE. UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF DIGITAL

BROADCAST NETWORK LLC HEREUNDER AT ANY TIME EXCEED $2,500 OR THE AMOUNT OF FEES THAT THE RESELLER HAS PAID TO

DIGITAL BROADCAST NETWORK LLC IN THE 12 MONTH PERIOD PRECEDING SUCH INCIDENT, EVENT OR OCCURRENCE.

23.Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine and the laws of United States of

America applicable therein and shall be treated, in all respects, as United States contract. The parties hereby: (i) irrevocably submit to the

exclusive jurisdiction of the courts of United States in respect of the subject matter hereof, (ii) consent to service of process being effected

upon the other party, by registered mail sent to the address set forth on page one above; (iii) agree not to seek, request claim or pursue

trial by jury, and (iv) agree not to seek, request, claim or pursue any right, claim, or entitlement to any punitive or exemplary damages

whatsoever. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration

administered by the American Arbitration Association in accordance with its International Arbitration Rules, and judgment on the award

rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be conducted in English by a single

Arbitrator in and under the laws of the State of Maine.

Reseller

Your First

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Web Provider Digital Broadcast Network LLC

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Reseller
Your First Name
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Date

Web Provider: Digital Broadcast Network LLC
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