This is contract version 10142007 for portals version 6.90 or above. If you have a contract signed by the president of P.E.E.L. Inc. dated before 10/14/2007 it supercedes this agreement. Otherwise, use of this portal constitutes your agreement to these terms of service.
PORTAL DIRECTOR AGREEMENT

By becoming a party, you agree to the terms and conditions outlined in this agreement. This agreement represents the only agreement between the parties unless specifically stated otherwise.

1.ACCEPTANCE OF TERMS

P.E.E.L. Inc. is pleased to have you as a member of our organization. By joining us you agree to be bound by the following terms and conditions.

2.DESCRIPTION OF SERVICE

P.E.E.L. Inc. agrees to provide an internet web portal which is described as a website designed to be used for the local community, including business listings, banner advertisements, blog, classified advertisements, local and world news, weather, submission area for articles, shopping links, and games. Over time the selection of services provided may change depending on the changing desires of the internet communities but services of interest to your local community will always be provided.

P.E.E.L. Inc. will provide maintenance and hosting of the portal services provided such as bandwidth, updating news, hosting, updates and upgrades, automatic lead generator, classified advertisement software, community calendar software, coupon software, adjusting to the needs and demands of the always changing internet community, design, and promotion to search engines, links, and other internet marketing resources.

a. Premium Business Listing Rights: Portal Director holds sole rights to all premium business listings in the portal. Neither P.E.E.L. Inc. or any other person or entity may submit premium listings without permission of Portal Director. Portal Director has the right to delete, edit, or add any premium listing at Portal Director's discretion as long as it does not violate the terms of this contract. Portal Director has the right to receive and keep 100% of payments from the sale of these sponsorship advertisements directly from the advertisers minus a $100 annual fee to P.E.E.L. Inc. due immediately upon sale and installation of the premium listing. Every premium listing created automatically creates a power page at no extra cost to the Portal Director.

b. Free Business Listing Rights: Portal Director will allow local business owners and/or business owners who represent local businesses to submit listings in the free business listing area. Portal Director has the right to delete, edit, or add any free listings at Portal Director's discretion as long as it does not violate the terms of this contract. Portal Director does not have the right to sell or receive compensation for free business listings.

c. Front Page Sponsorship Advertisements: Portal Director will have sole rights to the majority of sponsorship advertisements on the front page for resell or personal use. Portal Director has the right to receive and keep 100% of payments from the sale of these sponsorship advertisements directly from the advertisers. No fees will be owed to P.E.E.L. Inc from Portal Director for sponsorship advertisments on the front page.

d. Top, Bottom, and Right Sponsorship Advertisements: Portal Director will have sole rights to at least one advertisement area on the top, bottom, and right side of the majority of all pages in the portal. Portal Director has the right to receive and keep 100% of payments from the sale of these sponsorship advertisements directly from the advertisers. No fees will be owed to P.E.E.L. Inc from Portal Director for the Top, Bottom, and Right Sponsorship Advertisements.

e. Resale of Portal Rights: Portal Director has the right to resell Portal Director's rights to the portal to any party of their choice. By assigning the rights the new Party will assume all the responsibilities and terms of this contract.

f. Pricing: Portal Director agrees to pay for no less than 2 premium listing fees a month, or $197.00 per month to P.E.E.L. Inc. If no sales are made, $197.00 will be credited to Portal Directors account toward the fees owed P.E.E.L. Inc. on future premium listing sales.

If the town/city has a population of 100,000, Portal Director agrees that starting on this date: __________ Portal Director's sales quota will increase to 3 sales per month.

If the city has a population of 170,000, Portal Directors sales quota will increase to 4 sales per month. If the city has a population of 240,000 the Portal Directors sales quota will increase to 5 sales per month.
If the city has a population of 330,000 the Portal Directors sales quota will increase to 6 sales per month.
If the city has a population of 420,000 the Portal Directors sales quota will increase to 7 sales per month.
If the city has a population of 510,000 the Portal Directors sales quota will increase to 8 sales per month.
If the city has a population of 620,000 the Portal Directors sales quota will increase to 9 sales per month.
If the city has a population of 750,000 the Portal Directors sales quota will increase to 10 sales per month.
If the city has a population of 900,000 the Portal Directors sales quota will increase to 11 sales per month.
If the city has a population of 1,050,000 the Portal Directors sales quota will increase to 12 sales per month.
If the city has a population of more than 1,050,000 the quota is increased one sale per month for every additional 150,000 people population.


3.PORTAL DIRECTOR OBLIGATIONS

To be a Portal Director we must have certain to and accurate information. Portal Director must supply information needed to register for services. You are telling us that you are of legal age to make a contract under the laws of the State of Ohio and the United States. Portal Director information must be current and accurate.

Portal Director will endeavor to acquire paid premium listings for the portal and people to contribute articles for the article section of the portal. Portal Director will not be held up to any quotas but will just show in good faith that Portal Director is attempting to do so. In more clear terms, Portal Director will never be terminated for not acquiring paid premium listings or contributors to the article section, but you agree you understand this is your most important purpose for the portals.

4.MEMBER CONDUCT

The content posted through our service is for the benefit of the Portal Director (P.D.), the District Manager (D.M.), the Executive District Manager (E.D.M.) and the Company Sponsored Portal Director (CSPD). Since P.E.E.L. Inc. does not control the content, P.E.E.L. Inc. can not guarantee its accuracy. During the use of P.E.E.L. Inc. service Portal Director or Portal Director's users may be exposed to material that is offensive, indecent, or objectionable and P.E.E.L. Inc. will not be liable in any way for content, which would include errors and omission, or loss or damage of any kind caused by the use of information or content provided by P.E.E.L. Inc.

Portal Director agrees not to use our service to do any of the following:

a. Harm minors in any way.

b. Make false statements.

c. Transmit information prohibited under any law or any contractual relationship.

d. Infringe on any intellectual property.

e. Use the portal to advertise or promote any competing local town portal systems.

f. Post advertisements that rotate, flash, blink, or move, or create sound upon initial page load. The exception to this will be that an ad may be made to rotate if it does not do so more than one time per 3 minutes.

g. Upload or post any java scripts or code.

h. Forward or redirect other domains to the domain for the portal domain of this contract.

i. Substitute for the portal domain of this contract other domains for the main promotion of the portal to local citizens and businesses.

j. Distribute software viruses or any material designed to interfere with the operation of any computer software or computer hardware

k. Violate any local, state, national, or international laws.

l. Harass anyone.



P.E.E.L. Inc. has the right to refuse or terminate information provided by the users of our service which violates the terms of service or that we find to be objectionable.

5.CONTENT MADE AVAILABLE TO THE USERS OF P.E.E.L. Inc. SERVICE

P.E.E.L. Inc. does own the content of material made available by Portal Director through P.E.E.L. Inc. service. Content or information that Portal Director submits for inclusion on portal sites may be used or distributed by P.E.E.L. Inc. under license which Portal Director grant so longs as the information or content is used or made available. This includes photographs, graphics. audio, or video which Portal Director submits.

6.INDEMNITY

Portal Director agree to indemnify and hold P.E.E.L. Inc. together with its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorney's fees, made by a third party due to or arising out of services that we provide or information that Portal Director submits, posts, transmits or otherwise makes available to the users of this portal. Portal Director further agrees to indemnify P.E.E.L. Inc. for any claims arising from a violation of these terms of service.

7.TERMINATION

Portal Director agrees that P.E.E.L. Inc. may terminate services for (a) breeches of these in terms of services, (b) unexpected technical or security issues or problems, (c) your fraudulent or illegal activities, and (d) non-payment of fees that Portal Director is obligated to pay.

P.E.E.L. Inc. agrees that Portal Director may terminate Portal Director's relationship at anytime for any reason with P.E.E.L. Inc. and Portal Director will not longer be charged any fees. Portal Director will terminate by written notice with Portal Director name and portal domain clearly written and Portal Director signature. Notice should be sent by mail to P.E.E.L. Inc.'s current posted address or via fax to P.E.E.L. Inc.'s current posted fax number.

8.ADVERTISING

Advertising will be an important means of generating revenue for the users of P.E.E.L. Inc. services. The advertisement of goods and services on this portal does not obligate P.E.E.L. Inc. to provide those goods and services, and P.E.E.L. Inc. does not guarantee or warrant products which are advertised on this portal.

9.DISCLAIMER OF WARRANTIES

Portal Director expressly understands and agree that:

a. Portal Director's use of this service is at Portal Director's sole risk. The service is provided on an 'as is" and "as available" basis. P.E.E.L. Inc. and its subsidiaries, affiliates, officers, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including. but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

b. P.E.E.L., inc. and its subsidiaries, affiliates, officers, employees, agents, partners and licensors make no warranty that (i) the service will meet your requirements; (ii) the service will be uninterrupted timely, secure or error-free; (iii) the results that may be obtained from the use of the service will be accurate or reliable; (iv) the quality of any products, services, information or other material purchased or obtained by you through the service will meet your expectations; and (v) any errors in the software will be corrected.

c. Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

d. No advice or information, whether oral or written, obtained by you from P.E.E.L., inc. or through or from the service shall create any warranty not expressly stated in the terms of service.

e. A small percentage of users may experience epileptic seizures when exposed to certain light patterns or backgrounds on a computer screen or while using the service. certain conditions may induce previously iindetected epileptic symptoms even in users who have no history of prior seizures or epilepsy. If you, or anyone in your family, have an epileptic condition, consult your physician prior to using the service. Immediately discontinue use of the service and consult your physician if you experience any of the following symptoms while using the service: dizziness, altered vision, eye or muscle twitches, loss of awareness, disorientation, any involuntary movement, or convulsions.

10.NOTICE

We will provide you with notices which would include the changes in this terms by email or regular mail, or posted in our private forum for Portal Directors.

11. GENERAL INFORMATION

Entire Agreement: These terms of service constitute the entire agreement between you and us. There will be no modifications of these terms until we change them by submitting terms in writing.

Choice of Law. The law applicable to this agreement shall be the laws of the State of Ohio. However, conflicts between the Board of Director (P.D., the District Manager) DM, the Executive District Manager (E.D.M.) and the Company Sponsored Portal Director (C.S.P.D.), shall be resolved through arbitration. P.E.E.L. Inc shall be the final arbitrator between disputes between these users. Terms and conditions for arbitration shall be determined by us and made available to users upon request.

Waiver: If we choose not to enforce any of our rights, by doing so we do not waive future enforcement of our rights.

Limitations a/claims. Portal Director agrees that any claim that Portal Director believes is asserted against P.E.E.L. Inc. must be filed with the court of jurisdiction within one year after the claim arises. By not making the claim within one year Portal Director loses the right to do so.

13. Rights for City Portal Director in regards to territory.

Portal Director agrees that there is no protected territory for Portal Director. Portal Director may sell advertising for Portal Director's assigned portal to any person, business, or area in the world.

Portal Director understands that no other entity can sell premium listings for Portal Director's assigned portal without the permission of Portal Director.

Portal Director understands that other Portal Directors may sell advertising to any person or business in the town with the same name as Portal Directors portal.

13. Rights for City Portal Director in the event of the demise of P.E.E.L Inc. or it's assignees.

In the event that P.E.E.L. Inc. ceases to operate the portal network and does not provide a means for the portal network to continue such as sale of assets or sale of the company:

a. City Portal Director will be given access to the account on the server hosting the City Portal Director's State Portal by JTLnet at

Jtlnet.com JTL Networks, Inc. 240 North Fifth St. Suite 210 Columbus, Ohio 43215 USA 614 453-1020 (office) 614.453.1024 (fax)

b. City Portal Director will be given all rights to all source code and copyrights on City Portal Director's portal at _________________________