Terms and Conditions for the MarketTrax solution

1) Services
a) Team OBS agrees to provide the following MarketTrax center of influence marketing system to Customer
b) Fees are subject to change with 30 days advance notice.
c) Services will not begin until payment is received and verified.
d) Fees will be collected by the responsible party and submitted to Team OBS to begin the MarketTrax solution.

2) Limited Warranty.
a) Team OBS warrants that all services provided under this Agreement shall be performed in a competent and professional manner. Team OBS further warrants that any software or equipment provided by this Agreement shall be free from defects at the time of installation. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTIBLITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL Team OBS BE LIABLE TO THE CUSTOMER FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR LOST PROFIT DAMAGES.
b) The Customer's exclusive remedy for breach of this limited warranty or for any other claim arising under this Agreement shall be the correction of any defective services provided by Team OBS under this Agreement.
c) Team OBS utlizies the internet for email delivery and will not guarantee delivery of content to email recipients. Team OBS will use industry standard practices for email delivery, yet the recipients use of spam filters and other mechanisms may prevent the delivery of emails.
d) Team OBS utilizes the Unites States Postal Service for delivery of printed marketing, Team OBS is not responsible for the loss, damage or inability for the United States Postal Service to deliver any printed materials.

3) Retained Rights.
a) Team OBS retains all rights including, without limitation, copyright and other intellectual property rights, in any computer software or computer programs (or any modification thereof), any other technology or any other thing which it produces, creates or provides for the Customer (the "Technology") under this Agreement.
b) The Customer is not permitted to sell, license, transfer or disclose any of the Technology to any other party.

4) Independent Contractor.
a) All services provided by Team OBS and its employees and agents under this Agreement shall be provided as an independent contractor. The employees of Team OBS shall not be considered to be employees of The Customer for any purpose.
b) Team OBS will not directly or indirectly solicit any employees of Customer for employment purposes.

5) Breach of Agreement.
a) If either party believes the other party has breached this Agreement that party shall send written notice of the breach and provide the other party with sixty days notice to cure the breach. If the alleged breach is not addressed within said sixty days, the party providing the notice shall be permitted to cancel the Agreement.
b) The Customer's failure to make timely payment (defined as no more than 20 days past the designated due date) of two or more invoices within any consecutive six months shall be considered to be a breach of this Agreement, and Team OBS shall not be required to provide sixty days notice to cure such breach, but may cancel this Agreement immediately without any further obligation to Customer.

6) Indemnification.
a) The Customer agrees to indemnify and hold harmless Team OBS and its officers, employees and agents from and against any claim arising out of the use by the Customer's employees or any other persons of any Technology or equipment provided under this Agreement. This includes, without limitation, any claim for defamation and any claim for copyright infringement or the violation of any other intellectual property right.