WebPresence™ Marketing Subscription Agreement

Date: May 20, 2024

1. AMG WEBPRESENCE MARKETING™ SERVICES SUBSCRIPTION

   AMG will provide its AMG WebPresence™ Marketing services package (Services) which consists of the following:
   1. Localization Services (normal monthly fee: $599; set up: $299)
   2. Content Services (normal monthly fee: $249; set up: $279)
   3. Social Networking Services (normal monthly fee: $599; set up: $249)

2. AGREEMENT PERIOD

   Agreement period is for 13 months beginning on May 20, 2024 and ending on May 31, 2025.

3. PERFORMANCE

   1. AMG will use its best efforts to implement and support each of the above Services including, but not limited to: search engine rewarded content, the latest high customer interest content and information, front page featured car tips blogs, set up and ongoing support of variety of social media services, create and maintain Twitter account with daily updates, large catalogue of high interest customer car tips (video/audio), and other visibility and attraction maximization techniques structured to enhance Client's web presence to compete with local competition in posture and effectiveness, and to drive traffic.
   2. Client agrees to cooperate with AMG personnel, to respond to their requests for information or assistance within 24 hours, and to promptly provide access to all information, servers and services necessary to establish and maintain said Services. Client acknowledges that AMG may find during its investigation of Client's web site the need for a partial upgrade of the site itself. Upgrade services are not part of this Agreement and will be quoted separately if needed.
   3. By participating in this Subscription, Client may also access other AMG and/or Auto Profit Masters, LLC (an affiliate of AMG (APM)) products and marketing services at reduced pricing. A pricing schedule will be provided to Client upon request.
   4. This Agreement for Services may be renewed by mutual agreement of both parties herein, at the end of this term for another 13 months by written notice by Client to AMG by email, fax or regular mail, without execution of a new, full written Agreement but at the prevailing rates charged by AMG at that time or at such other rates and upon such other terms as the parties may mutually agree.

4. COMPENSATION

   1. For providing the Services described in Paragraph 1, 2, and 3 above, Client agrees to pay AMG the total package price sum of $10,788 plus the initial prorated charge described below. Provided Client is not in default under this Agreement, payments may be paid in installments of $899 per month for 13 months beginning with the signing of this Agreement, by a monthly pre-authorized credit card charge attached (See Attachment 1). Such charges will be made the first of each month after the initial charge. The initial charge for the first month will be prorated based on Client's enrollment date. The Subscription will expire on the last day of the 13th calendar month from the date of this Agreement.
   2. A one time set up fee of $550.00 for the Services shall be paid with the signing of this Agreement and may also be charged to Client's credit card per written instructions to AMG. A planning/implementation appointment with Client will be made upon receipt of payment by AMG.
   3. Client must be current on all fees and billings with AMG and APM by the end of this Agreement, or the term of this Agreement will be extended month to month until paid in full including all extensions under this paragraph.
   4. The remainder of the fee for Services described in Paragraph 4(A) shall be due immediately and without notice and demand upon the default of Client.

5. DEFAULT

   Should Client default in payment or in performing under this Agreement, AMG may in its sole discretion, terminate this Agreement. An event of default by Client does not relieve Client of its obligations to pay all amounts due under this Agreement as specified in Paragraph 4 above. Any amounts that become 30 days or more past due under this Agreement will accrue interest at the rate 1.5% per month.

6. TERMINATION

   This Agreement is non-cancelable by either party hereto and each party must perform in accordance with the provisions of this Agreement. Provided, however, in the event of default by Client as described in Paragraph 5 above, AMG may, in its discretion, suspend its Services as described in Paragraph(s) 1, 2, 3 and 4 above, and may also revoke the license to its intellectual property as described in Paragraph 10 below.

7. INTERRUPTION OF SERVICE

   AMG will use its best efforts to maintain a full time Internet presence for the Client. The Client hereby acknowledges and agrees that the network may, at various time intervals, be down due to utility interruption, equipment failure, natural disaster, acts of God, terrorist attack, war, other catastrophes, human error or other events outside of AMG's control and that AMG shall have no responsibility or liability for any down time due to events outside of AMG's control.

8. LIMITATIONS ON LIABILITY

   In no event shall AMG be liable to the Client for any indirect, special, incidental or consequential damages arising out of or related to this Agreement or the performance or breach thereof, even if AMG has been advised of the possibility of such damages. AMG's entire liability to Client under this Agreement shall be limited to, at AMG's sole option, credit toward future services or refund. In all instances, the aggregate, total liability of AMG under this Agreement, if any, shall in no event or circumstance exceed the total amount actually paid by the Client to AMG hereunder. The terms of this Paragraph 8 will survive any termination of this Agreement. Because some jurisdictions do not allow the exclusion or limitation of liability, the above limitations may not apply to Client.

9. CONFIDENTIALITY

   Unless directed by AMG, Client shall not use or disclose to any third party any of the tools, forms, information, systems, techniques, electronic data, proprietary spreadsheets, and other intellectual property and work product of AMG furnished by AMG in providing the Services or of which Client becomes aware (collectively, the Tools) and work product prepared by or for AMG in providing the Services to Client (Work Product) and all such Tools and Work Product shall remain confidential and shall be and remain the intellectual property exclusively of AMG. AMG may make available certain tools, systems or forms created by other clients of AMG, if permission is granted by the other clients to do so.

   Please select one of the following:
   • I am willing to share tools, systems or forms I have created or will create with other clients of AMG in exchange for access to the same from other clients of AMG.
   • I am not willing to exchange my tools, systems or forms with other clients of AMG.

10. LICENSE

    AMG hereby grants a limited non-exclusive, single party license to Client for Client's individual and private use of the Tools and Work Product described above but only in the conduct of Client's repair shop business and only during the term of this Agreement in which Client is not in default.

11. RETURN OF TOOLS AND WORK PRODUCT

    Within five business days of AMG's request to return the Tools and Work Product to AMG, Client shall deliver all such Tools and Work Product in all media in which Client possesses such Tools and Work Product (including copies of any of the foregoing), and all other documents or materials belonging to AMG that are in Client's possession as a result of or arising out of this Agreement.

12. PRIVACY STATEMENT

    AMG will not share Client information with third parties without Client's permission, except in a general, non-specific way. Under those circumstances, Client's information will not be identified by shop or owner name. AMG strictly protects the security of personal and business information and takes care to protect data from loss, misuse, unauthorized access or disclosure, alterations, or destruction. AMG will only disclose information, without notice, if required to do so by law or to comply with legal process served on AMG.

13. SUCCESSORS AND ASSIGNS

    The provisions of this Agreement shall be binding upon and for the benefit of the heir, executors, administrators, successors and assigns of the parties hereto.

14. ASSIGNMENT

    This Agreement may not be assigned by the Client without the prior written consent of AMG.

15. ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement between the parties hereto. No other verbal or implied agreement exists. Any amendment to this Agreement must be made in writing and signed by both parties hereto.

16. GOVERNING LAW

    This Agreement shall be governed, interpreted and enforced in accordance with Colorado law without regard to conflicts of laws principles. Any dispute related to or arising out of this Agreement shall be brought exclusively in the district court for Arapahoe County, Colorado or the federal district court having jurisdiction over Arapahoe County, Colorado. Client hereby waives any objection to the foregoing jurisdiction and venue.

17. ATTORNEY FEES

    In the event of a dispute related to or arising out of this Agreement, the prevailing party shall be entitled to an award of its costs and fees including, but not limited to, reasonable attorney fees.

18. WARRANTY

    AMG warrants for one year from performance of the Services that the Services were performed in a workmanlike manner. All other express and implied warranties, including the warranties of merchantability, fitness for a particular purpose, course of dealing and usage of trade, are expressly disclaimed.

19. SEVERABILITY

    If any provision of this Agreement is deemed unenforceable by a court of law or arbitrator, the provision shall be modified to the extent necessary to make such provision enforceable to the fullest extent permitted by law. If no such modification will make the provision enforceable, such provision will be stricken without invalidating the remaining provisions of this Agreement.

20. CONTRACT CONSTRUCTION

    This Agreement is the product of negotiations between the parties; therefore, the parties hereby waive any defense that the other party drafted the terms of this Agreement and agree the Agreement shall be construed as if both parties drafted this Agreement. The headings contained in this Agreement are for reference only and they in no way define, limit or describe the scope or intent of this Agreement. Paragraphs 4, 5, 8, 9, 11 and 18 and those paragraphs or parts thereof where the context reasonably requires such an interpretation shall survive termination of this Agreement. This Agreement shall not be construed as creating a joint venture or partnership between the parties.

21. SIGNATURES

    This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. The electronic signature provided below shall be deemed to be the original signature. By signing below, the signatory represent and warrant that they have the approval and authority to bind the party on whose behalf they sign.

Having read and agreed with the provisions of this contract, it is executed on the date above.



Client	AMG
Company Name: By: Title: Email:	Name: Auto Profit Masters, LLC By:   Title:
By checking this box, I certify that I have read and agree to the above terms. As the aforenamed Client, this checkbox will serve as my electronic signature for this contract. Checking this box and clicking 'Agree and Submit' below will send copies of this contract to AMG and to the email address that I have listed above, and will then take me to the payment screen. Once I have paid $550 for the initial setup, my credit card information will be used to pay for the prorated first month of WebPresence™ Marketing. If I do not agree to these or any of the above terms, I will not check this box.