Bakersfield Californian Proposal

Digital Revenue Proposal
Bakersfield Californian
2011
According to our calculations: Bakersfield Californian serves an area of 10,390 Key Businesses Our products can generate a minimum of $231,708.00 in annual revenue, with potential for much more.
Seeing Interactive, Inc 4674 Priem Lane, STE 404 Pflugerville, TX 78660 (888) 850-2497 phone (512) 410-7382 fax
Quick Overview
Own your local market with Local Hero, Daily Deals and AdForge. Collect recurring revenue from local businesses by helping them find more customers. We give you a directory loaded with all the tools you need to find success from day one. With reasonably priced packages starting at just $59 per month, your small business customers will love all the value you deliver... and youll love all the new money youll make.
Make an additional
$231,708.00 in Revenue next year
What well sell in your market:

Plan Price Plans to Sell Monthly Revenue Annual Revenue
Free Basic Plus Premium Complete Care Totals
$0.00 $59.00 $99.00 $149.00 $349.00 10,390
714 26 69 43 13 865
$0.00 $1,534.00 $6,831.00 $6,407.00 $4,537.00 $19,309.00
$0.00 $18,408.00 $81,972.00 $76,884.00 $54,444.00 $231,708.00
Bottom Line
We can bring in an additional $231,708.00 in revenue.
Your Plan Options
We offer three plans, all assuring you that well bring in an additional $231,708.00. We want you to make money without taking a major risk. Choose your perfect plan in section 3.3.
Seeing Interactive, Inc. | Confidential | Prepared for Bakersfield Californian
Digital Revenue Proposal Table of Contents
Quick Overview ................................................................................................................................................................. 1 1.1. 1.2. 1.3. 2.1 2.2 2.3 2.4 2.5 2.6 3.1 3.2 3.3 3.4 3.5 3.6 Company History ............................................................................................................................................... 5 Investors ............................................................................................................................................................ 6 Executive Team ................................................................................................................................................. 7 Our Software ..................................................................................................................................................... 9 SEO (Search Engine Optimization) .................................................................................................................. 10 Local Hero ....................................................................................................................................................... 11 Plan Options ........................................................................................................................................................ 13 Free Listing .......................................................................................................................................................... 13 Basic Package ...................................................................................................................................................... 14 Plus Package ........................................................................................................................................................ 15 Premium Package................................................................................................................................................ 16 Complete Care Package ...................................................................................................................................... 17 Stats................................................................................................................................................................. 18 AdForge ........................................................................................................................................................... 19 Daily Deals ....................................................................................................................................................... 21 Area Businesses............................................................................................................................................... 24 Guaranteed Revenue ...................................................................................................................................... 26 Which Plan? .................................................................................................................................................... 27 Red Carpet Plan Features ................................................................................................................................ 28 Paramount Plan Features................................................................................................................................ 29 No Entry Cost Plan Features ........................................................................................................................... 30
Content Services Agreement ........................................................................................................................................... 35 EXHIBIT A Service Options ...................................................................................................................................... 41 EXHIBIT B Development Service Fees ..................................................................................................................... 42 EXHIBIT C AdForge Services and Fees .................................................................................................................... 43 EXHIBIT D Local Hero Directory Services and Fees ................................................................................................ 44
Financially backed by
Seeing Interactive, Inc. | Confidential
We are the vendor we wanted.

We believe that software vendors dont have to suck. As people who come from the newspaper world, we know its all too common. We build great software, offer amazing support, and love our customers to pieces (heck, one even made us a mix-tape).
History
Our History Section 1.1
Investors
Executive Team
Our Investors Section 1.2
Meet the Team Section 1.3
About Seeing Interactive

1.1. Company History
We come from newspapers. We know your problems because weve faced them before. When newspapers first met the opportunity of the Internet, we were there--facing those challenges and making things work. Seeing Interactive was born out of the idea that newspaper and media vendors dont have to suck. Weve been there, and its no way to go through life. Our staff knows the pain of vendors that dont have to keep their promises or deliver working tools. In 2006 Lloyd Armbrust and Jason Novek had enough. They came together and started to build tools for Car dealerships and then Realtors with the we-dontsuck mentality. Most projects were custom-built and met with great success. In 2008 they were approached by a newspaper wanting an interactive solution for newspaper print ads. Once they finished the project, our product suite called AdForge, they decided to offer the software to other newspapers and started to grow a company from there. Seeing Interactive was born and continued to build products that made the web a friendly place for newspapers. In 2009 Seeing Interactive was chosen to be a Y Combinator backed company, and in early 2010 they received investments from several other prestigious investors. Were still focused on making newspapers money, but with a new goal: helping newspapers own their local markets.
1.2. Investors
Building a technology company is impossible without resources--both financial and experiential. Our investors represent an awesome balance of both:
Y Combinator
Y Combinator is like the Harvard Graduate School of technology incubators that brings companies to Silicon Valley for an intensive 3-month mentorship and has a direct line to Google, Facebook, Yahoo, and almost every other technology company in the Valley. They have funded more than 200 start ups since 2005, including: Loopt, Reddit, Wufoo, Scribd, Weebly, Disqus, Dropbox, Justin.tv, Heroku, Airbnb, Heyzap, Bump, and many more.
Baseline Ventures
Baseline Ventures, a seed-stage capital firm, was founded by Steve Anderson, bringing his vast experience from eBay, Microsoft, and Starbucks.
They have invested in more than 50 companies including Twitter, StumbleUpon, Weebly, and heroku.
Lerer Ventures
Kenneth Lerer teamed with his son, Ben Lerer, to create Lerer Ventures, a startup investment corporation, after creating one of the most predominant internet newspapers, The Huffington Post.
Our Angel Investors

In addition to our awesome professional investors, we also are very proud of our elite angels Paul Buchheit (Gmail & FriendFeed), Joshua Schatcher (Delicious), and Trevor Blackwell (Anybots).
Meet the Team

1.3. Executive Team
Lloyd W. Armbrust II, Partner/CEO
Lloyd comes from nine-years experience in making newspaper websites and revenue move. From production to code, he is passionate about the future of newspapers in the online medium.
Jason K. Novek, Partner/CTO

Jason remembers writing his first BASIC program when he was 8 years old and has shunned normal social behavior in favor of tinkering around with Linux and software development since he started shaving.
Jeremy Mims, Chief Marketing Officer

Jeremy is a Y Combinator Founder. He has held key roles in two venture backed startups and advises three companies, including Perpetually.com. He created the Broadsheet Conference to help create an open dialogue between publishers and technology companies.
Lamar Romero, Vice President

Lamar is the strategy and development guy at Seeing Interactive. Lamar graces us with his 15+ years of previous experience with Dell and other great companies to ensure everything and everybody at Seeing Interactive has a nice organized flow. His primary mission is to make community partnerships a win-win for everyone involved.
How we build Software

We build software to remove friction between your customers and the web. We want you to make money, but we know it has to be simple.
From a technical standpoint, speed and reliability are our primary concernsbut weve also built a robust support system to serve you.
Our Software |
SEO | Local Hero | Stats | AdForge | Daily Deals |
Unlike a lot of vendors, its not important to us that people know who we are. We know that newspapers have some of the oldest and most trusted brands in the world, and our software is built to use those brands for success.
Our software
2.1 Our Software
Fully Hosted We build all of our services so that your application will respond quickly and with 99.9% up-time. Our systems do not exist on a single machine, but in the cloud where you can scale as big as you need to. By using Amazon Web Services, your applications have the same reliability as companies like Google, eBay, and Amazon itself. Security Our servers are located in Amazons state-of-the-art data centers, which provide biometric access controls, constant surveillance, redundant power feeds and generators, and carefully monitored climate control to protect the servers that store your data. Supported Our dedicated support team is available for both your team and your customers to answer any questions about the products that you launch with us. If there is ever a problem, were ready to handle it. Upgrades We constantly update our software. Because it lives in the cloud you never have to pay any additional fees or worry about migrating to a new versionour engineers push out new versions several times a day to ensure that you are using the best technology. White Label We want you to make money, and weve found that works best when we take a backseat. Every interaction that your businesses or users have with our software or our staff, they will think that they are working with you. You are your brand.
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What is all this business about SEO?

2.2 SEO (Search Engine Optimization)
Search Engine Optimization is the process of improving a websites visibility in internet search engines like Google and bing. We are experts in the art and science of optimizing a website for search robots.
Why is SEO important?

SEO is crucial for anyone in business today. Of all people in the United States, 83% use search engines to find local businesses. According to statistics, 44% of all people click on the first result on a Google search, only 12% on the second, and only 9% on the thirdif a small business is not showing up on the first page for their keyword phrase, less than 1% of internet users are going to find them.
What we do to improve SEO?

Education is the key to improving SEO. We teach your sales reps the basics this stuff is surprisingly easy! Then we teach your reps to educate your customers. Its a simple yet effective process that we have refined in markets all over the United Stations. The key our program is not really the technology that we have developed, but the process that we have defined to implement SEO in a dead simple way for most small businesses. Bottom line? In five hours your team will have a solid grasp on the importance of the internet for your customersand this turns into a revenue channel for any publication.
Why are we even talking about this stuff?

Search Engine Optimization is at the core of all of our products. We believe that it is the key to owning your local market and effectively serving your advertisers.
Local Hero
The local online business directory built specifically for Newspapers & Magazines.
2.3 Local Hero
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Newspapers are the center of their communitiesthey always have been. Newspapers report the news, and keep the government in check. Heck, you could argue that media is the cornerstone of American democracy. But were in trouble. Big technology companies like Yelp, City Search, YellowPages.com, and even Google & Facebook are after local dollarstheres only so much money to go around.
Lets face it: newspapers are jet fighters, but instead of Jet A they run on advertising. Journalism cannot pay the bills, but advertising still can (the game has just changed). With our turn-key directory, you can use these technology companies to retain and gain revenue.
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Okay, but how do we make money?

Setup our directory software, brand it as your own, and collect recurring revenue from local businesses by helping them reach local customers.
Local Hero Directory Features Include

Turk-key local directory ready to launch in 48-hours Loaded with local business information that we already have Designed for Search Engine Optimization Customizable theme Google-maps integration Custom domain name, i.e. www.YourDirectory.com Claim-Your-Business form for local business to create and manage their own accounts Custom statistics engine that tracks and reports site-wide stats
Local Hero Features for Advertisers:

Business-level stats Weekly e-mail reports for your local businesses Embedded photo gallery for each business Custom Search-Engine friendly Business links Document control to add restaurant menus and order forms Local Coupons Social Media integration for Facebook, Foursquare, and Twitter Site sponsorships positions Custom tags for Readers Choice awards winner or anything else Special sections integration to feature businesses from Weddings, Home Improvement, Medical, or anything else you want to make up AdForge integration (yeah, thats also our software)
Local newspapers have the feet on the street and the relationships that it takes to own local. We have the technology that makes it possible.
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What we offer to your customers:

Plan Options
Complete Care
$349/month
Custom Care Package: Full-featured Website w/ 10 Pages Written Content 5 Monthly Event Updates w/ Social Media Push 2 Written Monthly Blog Posts Email Newsletter Phone Support & Changes Unlimited Site Edits
Premium
$149/month
Full-featured Website: Custom Domain Name Choice of 72 Themes Google Maps Unlimited Pages Self Service Edits Unlimited Photos
Plus
$99/month
Simple Website: 6 Page Website Domain Name Theme Choice Limited Site Edits 20 Images
Basic
$59/month
Directory Listing: Unlimited Words Unlimited Photos Unlimited Keywords Featured in Search
Best SEO
Custom SEO
Standard SEO
Basic SEO
Free Listing
Free Listing
Why a Free Listing? We recommend offering a free version to let businesses get their feet wet. By registering their free listing, they contact us. This gives us the opportunity to sell them one of the upgraded packages. Every business in your area will be able to have a listing in your directory. Whether their information is current or not, they will be able to claim their business. This will enable you to have the best business directory on the internet, which will help everyone in the directory be found more easily. Standard Features Include: 250 Word Listing Stock Photo Updated Contact Info Not Featured Basic SEO
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Basic Package
Give your customers full access to their business information, and allow them to add more to it.
Basic Package
Each basic listing will be featured in search results, getting them above their competitors. Also an ad for their business will rotate on the homepage of your website. In turn, this will drive more traffic to their listing in marketplace. They will be able to add unlimited photos, keywords, and words in their business description. Listing Features Include: Unlimited Words in Listing Unlimited Photo Uploads Unlimited Keywords Updated Contact Info Hours of Operation Basic SEO Featured on homepage slideshow Featured on Competitors Listings. o This is huge for SEO. Google is a machine and logically if they scan all the plumbers in your area and on every plumber's page there is a link to one featured plumber then Google can deduce that this one plumber is the most important in your area.
With our expectation we will sell a minimum of 26 Basic packages,
creating an additional $18,408.00 in revenue.

10,390
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Plus Package
Plus Package
Give your customers better SEO and a simple website though a Plus Listing.
The Plus Package helps your customers connect with their customers. Each plus listing will be featured in search results, getting them above their competitors. Also an ad for their business will rotate on the homepage of your website with all the other premium listings. In turn, this will drive more traffic to their listing in marketplace. They will be able to add unlimited photos, keywords, and words in their business description.
Listing Features Include:

All Basic Package Features 6 Page Website Domain Name Requested Site Edits Hours of Operation Standard SEO Featured on homepage slideshow
With our expectation we will sell a minimum of 69 Plus packages,

10,390
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Premium Package
Charge your customers for beautiful, elegant, and easyto-manage websites
Premium Package
With Local Hero you are suddenly the top web development company in your town. The Premium Package is essentially a custom website builder that provides your local businesses with a full-featured website that they can update on their own. With this software anyone can build a website in less than 15 minutesplus we include all hosting, email, and domain-name registration fees. The truth is that your competitors are offering this service. Maybe you didnt have the technical staff or resources, or maybe it was never cost effective in the past, but now you can offer easy-to-build sites in an extremely cost effective way. With no huge upfront design fees, this provides one of the best ways for local businesses to run a website.
Standard Features Include:

No support, design, or hosting fees Custom domain name Over 72-themes Integrated Google map, directions, and calendar Unlimited number of pages and text Unlimited photos and photo galleries Professional e-mail forms YouTube and video upload support
Secure website hosting Custom SEO
With our expectation we will sell a minimum of 43 Premium packages,

10,390
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Complete Care Package

Allow us to do all the work for your customers
Complete Care Package

We roll out the red carpet for your customers with the Complete Care Package. We build your customers a custom website, update events with Facebook and Twitter, and write blog posts. Your customers are completely taken care of by our amazing web builder team.
Standard Features Include: 10 Pages of Written Website Content 5 Monthly Event Updates w/ Social Media Push 2 Written Monthly Blog Posts Email Newsletter Phone Support Best SEO All the features of the Premium Package
With our expectation well sell a minimum of 13 Complete Care packages,

10,390
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Tracking Your Progress

2.4 Stats
Local Hero comes with easy to use administrative tools to track your sales progress.
The Administration page gives you the power to see what Local Hero is doing for your bottom line.
Our Stats page gives you graphs based on real time data to track the number and percentages of your sales. You can see how many businesses are in your directory and how many customers are still out there, waiting to be signed and build your revenue.
The Businesses page allows you to see what your customers have updated and what plan theyre on. So you know who can be upsold.
The tools are there at your fingertips whether you want to be hands on or you want to let our professional team take care of everything for you.
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AdForge
2.5 AdForge
The dead-simple way to monetize print ads on the web
AdForge automatically converts your newspapers display print ads into SEO-friendly online adsmaking more money from advertisers who would otherwise not pay to be online.
Main product features:

18-months of online Ad archives Google-maps integration Embedded business info Mouse-over thumbnail preview Search engine optimization (SEO) Built-in sharing with Print, E-mail, and Download options Advanced statistical tracking and reporting for: Views, Clicks, Prints, E-mails, & Downloads Full-text extraction and search of each ad Ad widget for embedding ads in your site Themes with color picker to match your design Fully hosted & supported solution
Look, were not the first to invent this technology, but were doing it the best.
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Our competition built their products years ago and simply stopped innovating. By contrast AdForge is built with the latest and fastest technology making it the sexiest print to web product for newspapers to date.
Measure success with AdForge

The one thing we really dont know about print advertising is its effective reach. Inside AdForge youll find stats software that tracks the date, time, and ip-address location of users interacting with print ads on your website. Never before has anyone been able to track the popularity and success of a newspaper print ad until now. Youll find that AdForge hosts a lot of features. Stacked against the competition, AdForge stands out:
AdForge Ajax Custom URL GregCustom Theme Full-text Search Business Info Statistics Widgets White Label Archive
18 months 30 Days 30 Days 24 hours
P2I
Travidia
Town News
AdForge added $80,000 this year with no additional work for my staff
Greg Awtry, Publisher York News Times
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How can Daily Deals make you more money?

2.6 Daily Deals
No other brand is better at getting a message out in your local market than you. You have the long-term relationships, the connections, and the most respected brand. Groupon and Living Social are making money from your customers, in your back yard. You have the customer relationships, but not the technology: thats where we come in.
Daily Deals gives you all the tools you need (including professional writing) to begin offering great daily deals to your customers in 48 hours. Our rates start at 7.5% plus bank fees. Not all deal software is created equal. Weve built our software to maximize your revenue, help you build an e-mail list, syndicate your deals to other partners and help your merchants make more money. This is without a doubt the best looking, best performing, and most flexible white-label deal software on the market.
We make it easy!
Our Deal Master writes deals all day, so we know how to create the most profitable deals for you and your customers. Our professional team takes care of the customer service and credit card processing for you. No set up or monthly fees. Its that easy.
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Daily Deals gives you the power

Daily Deals Features:
Multiple deals at once. Our software isnt limited to one deal at a time. Youre in control. Create unlimited deals for different demographics or audiences and promote them how you want to whomever you want. Flash Sales Run deals that last for days or only a few hours. Its up to you and your customers. Syndication Increase your reach. When you set up a deal, you can choose to make it available to other local brands giving your deal the largest audience possible. Beautiful Design Daily Deals is the most beautiful white-label solution on the market. We know your brand is important. Why should your deal software look like a copy of a copy of a copy. We want you and your customers to stand apart from the crowd. Dynamic Widgets Our widgets update as your deal does. Share live information (like how many deals have sold) across all the pages on your site. Social Daily Deals is fully integrated with Facebook and Twitter. Leverage your customers social graphs to find new buyers and more readers. Lower Cost Depending on your volume, you may pay as little as 7.5% plus bank fees per deal. Analytics Track how your deals perform, which categories do the best, and how every deal performed. Safe & Secure Your customer information is safe with us. We use the same technologies as banks and Amazon.com to make sure that all private information stays that way. Writing Services Your team is busy. We employ professional magazine writers in English and Spanish to create compelling and exciting copywriting for all your deals at reasonable rates. Our team are veterans of publications like Readers Digest, Allure, Prevention Magazine, NBC, BlackBook Magazine, New York Magazine and more.
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Revenue & Plans

We want you to make money without taking a major risk. Thats why we offer several payment options for the upfront and monthly investment. The more we can be hands-on in launching your markets, the more success we can guarantee. We offer three different training plans for you to choose from, ranging from basic setup to a red carpet roll out of your new Local Hero directory.
Your Area Businesses Guaranteed Revenue Local Hero Plans
Potential Customers | Section 3.1
Additional Income | Section 3.2
What We Do | Section 3.3
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Your Potential Customers

3.1 Area Businesses
According to our research there are 10,390 Key Businesses in your area. Key Businesses are the businesses that could use our products, retail, restaurants, etc. We remove industrial and from these calculations so were only focused on the businesses that are potential customers for you. We constructed this model from our experience in other markets of your size and an estimate of area businesses based in your region by ZIP code. Our calculations are done on a less than 20% area buy in. So assuming that less than 20% of the 10,390 Key Businesses in your area choose to be listed in the directory, we can guarantee an additional $231,708.00 in the next fourteen months.
Plus 69 Basic 26
Premium 43
Complete Care 13
Free 714
Directory Business Breakdown

Revenue potential for a market serving 10,390 businesses:
# of Businesses Monthly Rate Monthly Totals
Free Listings Basic Listings Plus Listings Premium Packages Custom Care Packages
714 26 69 43 13 10,390
$0.00 $59.00 $99.00 $149.00 $349.00

$19,309.00 X 14 months:
$0.00 $1,534.00 $6,831.00 $6,407.00 $4,537.00 $231,708.00
*Numbers based on highest Guaranteed Revenue plan
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The chart lists the businesses by category in your market. All these businesses will be included in Local Heros online directory. Keep in mind that we only need to close a small percentage of these businesses to reach our guaranteed revenue goals.
Retail Stores Insurance Legal Hospitals Carwashes Religious Organizations Prefab Buildings Groceries Dance Bars Auto Parts Taxes and Accounting Auto Repair Home Furnishings General Contractors Printing Heating and Air Conditioning Carpentry Other Repair Furniture Repair Bowling Mortuaries Manufactured Homes Sprinkler Systems Veterinary Clinics Jewelry Repair Moving Pest Control Assisted Living Computer Sales and Service Home Improvement Security Motorcycles Agriculture Kids and Community Sporting Goods Masonry Music Liquor Store Dining Theater Medical Specialists Glass Sales and Service Automotive Services Tanning and Massage Flooring Investments RV Painting Lawn and Garden Hardware Stores Agencies Education Storage Jewelry Equipment Rental Salons and Spas Fitness Chiropractors Tobacco Electronics Photography Dental Care Associations Drywall Child Care Florists Hobby Clothing Travel Agencies Banks Appliances Laundry and Dry Cleaning Hunting Auto Sales Plumbing Hotels Office Supply Computer Roofing Optometrists Furniture
56 44
1 26 57 238 258 173
343
448 423 579
675
309
44 8 23 5 21 5 7 0 13 23 54 15 55 21 41 12 27 34 47 33 9 51 61 18 9 31 80 79 86 28 0 76 87 99 63
504
187
122
767
133 104 147 97 108 343 465
102 171 131 62 153 50 90 45 175 48 155 0 181 114 49 153 85 34 107 0 100 200
48
297
268
300
400
500
600
700
800
900
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Adding to Your Bottom Line

3.2 Revenue Expectation
Seeing Interactive can guarantee your revenue because weve done this before. We know that we can make a minimum of $231,708.00 over a fourteen month growth process in your market. The graph shows our estimated income by plan for the next year:
Annual Gross Revenue

Complete Care $54,444 Basic $18,408
Plus $81,972
Premium $76,884
When we guarantee a revenue number we have three months to hit our gross annualized goal. We break down all goals monthly so that if we are guaranteeing $231,708.00 annualized then we must hit our monthly gross revenue goal within 120 days of launch.
We can guarantee you an additional

$231,708.00 in Revenue*
Guaranteed Revenue $231,708.00
Monthly Goal $19,309.00
If we do not meet our monthly revenue contract goals, we have the option to take one month to re-blitz and sell each market or refund the percentage of goal not achieved.
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3.3 Which Plan?
Red Carpet
Plan A
Paramount
Plan B
No Entry Cost
Plan C
Expected Partnership Revenue: $231,708.00

Your Revenue Expectation:
$162,196.00 $115,854.00
within 14 months . within 16 months
$69,512.00
within 18 months
Plan Cost:
$48,659.00 $20,854.00 Zero Down
Plan Features:
Revenue Split 70 you/30 us 15+ Zip Codes Launch Date w/in 6 weeks Revenue Split 50 you/50 us 6-15 Zip Codes Launch Date w/in 12 weeks Revenue Split 30 you/70 us Up to 5 Zip Codes Launch Date after $6,900 Goal
Training Features:
Custom ad, email & call Blitz 1 day Ad Rep Training Multiple Business Seminars Bi-weekly Continuing Ed Elite Local Hero Sales Blitz Personal ad, email & call Blitz Day Ad Rep Training Local Business Seminar Monthly Continuing Ed Premier Local Hero Sales Blitz Original ad, email & call Blitz Online Ad Rep Training Online Business Seminar Monthly Continuing Ed Sales Blitz after $6,900 income
Support Benefits:
15+ Rep login accounts 2 Hour Support Response 1st tier Customer Service Call Lines 6-15 Rep login accounts 6 Hour Support Response Select Customer Service Call Lines 1-5 Rep login accounts 12 Hour Support Response Customer Service Call Lines
Technology Setup Cost: (Waived if contract signed w/in 30 days of proposal)

$4,800.00 $2,700.00 $1,900.00
Your Profit: $113,537.00
$95,000.00
$69,512.00
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Plan A: Let us roll out the Red Carpet for you

3.4 Red Carpet Plan Features
o o o o o 70/30 revenue share (minus first 60 days of plan payments) 15+ Zip Codes in your Local Hero Directory Revenue Expectation met within 14 months Guaranteed Launch Date within 6 weeks 1st access to new products with discounted rates on new technology
Red Carpet Training Plan:

o Elite team of Senior Seeing Interactive sales trainers in your market within 6 weeks of launch for training and Sales Blitz. o Customized print and online ad, email and call blitz from our Austin telemarketing center o All-day training seminar to teach your reps how to sell digital and the importance of bundling while generally educating them in Social Media, SEO (Search Engine Optimization), and the web; then we dive into specifically selling our products. o Several 90 min conference for area businesses in which we educate your area businesses on the growth of the web and its importance and scope pertaining to small business. We try to demystify Social Media and SEO to prep them for buying our products. o Continuing Education Web conferences for your sales reps held bi-weekly to keep you up to date on our new products and ideas. o 4-page glossy sales materials (full bleed) for each market
Red Carpet Support Plan:

o Administrative login accounts for 15 or more of your sales reps o Elite support response time: Our support staff will respond to your service requests within 2 hours o 1st tier call lines at our customer service center for your customers
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Plan B: Let us provide the service you deserve

3.5 Paramount Plan Features
o o o o o 50/50 revenue share (minus first 60 days of plan payments) 6-15 Zip Codes in your Local Hero Directory Revenue Expectation met within 16 months Guaranteed Launch Date within 12 weeks Premier access to new products and technology
Paramount Training Plan:

o Premier team of upper level Seeing Interactive sales trainers in your market within 12 weeks of launch for training and Sales Blitz. o Personalized print and online ad, email and call blitz from our Austin telemarketing center o Half-day training seminar to teach your reps how to sell digital and the importance of bundling while generally educating them in Social Media, SEO (Search Engine Optimization), and the web; then we dive into specifically selling our products. o One 90 min conference for area businesses in which we educate your area businesses on the growth of the web and its importance and scope pertaining to small business. We try to demystify Social Media and SEO to prep them for buying our products. o Continuing Education Web conferences for your sales reps held monthly to keep you up to date on our new products and ideas. o 2-page glossy sales materials (full bleed) for each market
Paramount Support Plan:

o Administrative login accounts for 6-14 of your sales reps o Select support response time: Our support staff will respond to your service requests within 12 hours o Selected tier call lines at our customer service center for your customers
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Plan C: Get our fantastic products with no risk

3.6 No Entry Cost Plan Features
o o o o o 30/70 revenue share (after first $6,900 and minus first 60 days of plan payments) 5 Zip Codes in your Local Hero Directory Revenue Expectation met within 18 months Guaranteed Launch Date within 18 weeks of goal Access to new products and technology
No Entry Cost Training Plan:

o Team of Seeing Interactive sales trainers in your market within 18 weeks of goal for training and Sales Blitz. o Original print and online ad, email and call blitz from our Austin telemarketing center o Online training seminar to teach your reps how to sell digital and the importance of bundling while generally educating them in Social Media, SEO (Search Engine Optimization), and the web; then we dive into specifically selling our products. o After goal: One 90 min conference for area businesses in which we educate your area businesses on the growth of the web and its importance and scope pertaining to small business. We try to demystify Social Media and SEO to prep them for buying our products. o Continuing Education Web conferences for your sales reps held monthly to keep you up to date on our new products and ideas.
No Entry Cost Support Plan:

o Administrative login accounts for up to 4 of your sales reps o Great support response time: Our support staff will respond to your service requests within 24 hours o Dedicated call lines at our customer service center for your customers
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The Not So Fine Print

3.7 Not So Fine Print
We take pride in the products we create for your clients. Each Local Hero Directory product goes through a rigorous fulfillment process to ensure the best customer service to your clients. The clients process starts when our professional sales team shows the client how to improve their web presence and what we can do to help. Then we gather all the data needed from the client to build them a website that works for them. Second, one of our Account Managers guides the client through our building process to get a feel for the look and feel your client wants from their website. Third, our fantastic fulfillment team gets to work building the site to your clients specifications. Within 24 hours we have a product ready to show your client. Lastly, your clients Account Manager presents the new website to your client. And presto! Youre the best web builder in town.
Build Costs: The first two months

We put oodles of care into your clients sites, this takes time and resources. To cover these costs, we keep the first two months of revenue for each plan sold. This covers our fantastic customer service and web team so we can provide the best to your clients. What does this look like for you? We sell the plan, build the product, and in two months you start reaping the reward.
Technology Setup Cost

Free Setup Option We will waive the Technology Setup Fee when you
sign a contract within 30 days of receiving this proposal.
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What happens once I sign on?

Day 0:

Launch! - We launch your Local Hero directory with all your local businesses
already loaded!
Telemarketing Center We dedicate a portion of our professional Austin call

center and create a 1-800 number customized for your paper. Our trained SEO staff is ready to answer incoming calls and treat your clients with the utmost care.
Days 0-30:
Ad Blitz At this point, we provide you with our professional ads to publish in your
paper and on your website, directing clients to our Austin headquarters call center. Email Blitz - We email your clients detailed SEO materials and direct them to our trained SEO reps in our professional Austin Telemarketing Center. Telemarketing Blitz - Trained sales professionals contact your clients to get them on board.
Days 30-90:
Sales force education - Did you know that 90% of YellowPage account reps are
experts in SEO (Search Engine Optimization) and selling digital? How many of your reps can explain this to clients? We teach your Ad reps how to sell digital by educating them in Social Media, SEO (Search Engine Optimization), and the web.
Local Business education - We educate your area businesses on the growth of

the web and its importance pertaining to small business. We successfully demystify Social Media and SEO terminology so that they are ready to buy our products.
Local Hero Sales Blitz In the days following training, our expert sales reps visit
your area businesses with your ad sales reps as partnersshowing by example how to sell this important technology. Our teams are experts in (SEO) Search Engine Optimization and know how to create websites and online marketing strategies for small businesses.
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Some of Our Partners
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Ready to become one of our Partners?

Great! Were as excited as you are!!!

Co nt e nt Ser v ic es Agr ee me n t
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Effective Date: (To Be Determined) This Agreement (the Agreement) is made and entered into as of (To Be Determined) by and between Bakersfield Californian, a corporation with offices at 1707 Eye Street, Bakersfield, CA 93301 (Client) and Seeing Interactive, Inc., a Texas corporation with offices at 4674 Priem Lane #404, Pflugerville, Texas 78660 (Seeing Interactive) (collectively referred to as the Parties). A. Seeing Interactive is in the business of providing services related to the development, enhancement or publishing of business information in electronic formats and acting as an information and sales services provider by selling, gathering and compiling advertisements and business information, organizing that information in a formal manner and providing search technology to enable end users to utilize the information. B. Client is in the business of creating and publishing content to be sold and/or distributed for the conveying of intelligence of events and trends. Client originates, gathers and disseminates news and entertainment, provides advertising and marketing services and strives to attract an audience dependent on client for information and entertainment of value. Client also provides mediums for the exchange of public commentary and ideas on all topics of interest to local residents. Client provides these services in all manner of printed, electronic and digital formats. C. Seeing Interactive and Client desire to enter into a certain Content Services Agreement and, in connection with that agreement, enter into an agreement whereby Seeing Interactive will perform certain services regarding the creation of an online directory for the purpose of serving Advertisements and Business Information as well as other services as may be defined from time-to-time. In consideration of the foregoing premises, the parties agree as follows: 1. DEFINITIONS.
1.1 Content means all text, pictures, sound, graphics, PDFs, video and other data supplied by Client to Seeing Interactive pursuant to Sections 2.1 or 4.1, as such materials may be modified from time to time. 1.2 Setup Fee means the fees set forth in Exhibit B, C, and D for initial Website setup services provided pursuant to Section 2.
1.3 Domain Name means the domain name reserved for Clients limited use by Seeing Interactive as part of this Agreement. The initial Domain Name is selected in Exhibit A. 1.4 Intellectual Property Rights means any and all now known or hereafter known tangible and intangible (a) rights associated with all works of authorship, (b) trademark and trade name rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights, whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). 1.5 1.6 PDF means Portable Document Format file format created by Adobe Systems in 1993 for document exchange. Product Launch means the date set forth in Exhibit A when consumers first have access to Services under the Clients Website.
1.7 Services means all software files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation, and other deliverable prepared and supplied by Seeing Interactive, including all hosting services managed by Seeing Interactive, pursuant to Sections 4 in accordance with the terms of this Agreement. 1.8 Specifications means Clients requirements set forth in Exhibit A, as amended or supplemented in accordance with this Agreement.
1.9 Template means Clients existing Website format including all software files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, that are required to fabricate a duplicate of Clients current web user interface. 1.10 1.11 User Content means all data provided by Website users. Website means the user interface, functionality and Content made available on pages under the Domain Name.
1.12 AdForge means the Seeing Interactive product that converts PDF advertisements into an end-user useable and web-accessible format. AdForge is part of the Services. 1.13 Local Hero Directory means the Seeing Interactive product that provides local business information for Clients market. Local Hero Directory is part of the Services. 1.14 SEO or Search Engine Optimization means the process of improving the volume or quality of traffic to a web site from search engines via "natural" or un-paid ("organic" or "algorithmic") search results.
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2.
SETUP.
2.1 Delivery of Initial Content. Client shall deliver to Seeing Interactive all Content that Client intends for Seeing Interactive to incorporate into the initial Product Launch. Such content must be delivered no later than ten business days prior to Product Launch and as is described in greater detail below (the Initial Content): (a) AdForge Initial Content: (i) ROP Statistics. Client shall provide accurate data from the last year of business detailing the number of advertisements that entered Clients run of press. (ii) Naming Schema. Client shall provide and use a standard method for naming PDFs that include a unique advertiser number and advertiser name, separated with pre-defined delimiters (the Naming Schema). (iii) PDF Samples. Client shall provide no less than one month of real PDFs used for publication using the defined Naming Schema.
(iv) Advertiser Database. At Clients discretion, Client may provide a comprehensive list of advertiser information, including: (I) advertiser name; (ii) address, city, state and ZIP code; (iii) phone number; (iv) website address; (v) e-mail address; (vi) category; and (vii) unique advertiser number (the advertiser database). If no Advertiser Database is provided, then AdForge may not correctly display business listing information. Said Clients advertiser database information, or any other proprietary data provided or jointly created during the term of this agreement, shall be kept confidential and treated as proprietary information by both parties. Said proprietary information may not be used in any way by Seeing Interactive or Client, nor their successors or assignees, for the purposes of marketing any other product or service not expressly defined in this agreement, unless agreed to in writing by both parties. (v) Website Template. Client shall provide all Template files necessary to recreate a facsimile of Clients existing Website format on Seeing Interactive servers, or provide any other format defined by Client to be used for Product Launch. (b) Local Hero Directory Initial Content: (i) (ii) ZIP Codes. Client shall provide a list of ZIP codes, city names, and neighborhood names that represent Clients market. Logo. Client shall provide a high-resolution image of Clients logo for use in sales materials and on the Local Hero Directory website.
(iii) Data Feeds. At Clients discretion, Client shall provide data feeds for classified and vehicle information. Additional Setup Fees for each data feed apply as specified in Exhibits B & E. 2.2 Development. Seeing Interactive shall provide design, programming and other consulting services as specified in Exhibit A for the Hourly Fee set forth in Exhibit B. Seeing Interactive will set up the selected website no later than five business days prior to Product Launch, or as described in Exhibit A. Time is of the essence with respect to the performance of Seeing Interactives services. 2.3 3. Project Contacts. Each partys primary contact for development efforts shall be the project contacts specified in Exhibit A. MODIFICATIONS.
If Client desires to modify the Website at any time during the term of this Agreement, Client shall describe the additional services or deliverables to Seeing Interactive (the Change Notice). Within 5 days of such Change Notice, Seeing Interactive shall submit a change order proposal (the Change Order) which includes a statement of any additional charges. On Clients written approval of the Change Order, the Change Order will become a part of this Agreement. Seeing Interactive shall quote all charges for the Change Orders at its then-current standard charges, but in no event shall it exceed the per hour rate specified in Exhibit B. 4. SERVICES.
4.1 Core Services. Pursuant to completion of Section 2.1 and following the Product Launch, Seeing Interactive shall provide the following Services marked as selected in Exhibit A: (a) AdForge PDF Conversion. Seeing Interactive shall provide the automatic data conversion of ROP advertisements in PDF format into a browseable and searchable online interface (the PDF Conversion Process). The PDF Conversion Process will occur each night at 12:00AM CST, and the Client shall be required to upload all PDFs via FTP, or through an online administration interface, before the process has started each night for the converted files to appear on the Website the next day. AdForge includes the follow features for each ad that completes the PDF Conversion Process pursuant to monthly charges as defined in Exhibit C.: (i) Hosting. Seeing Interactive shall provide 18-months of continuous image and database hosting. Hosted ads shall be accessible via the Clients Website, the AdForge admin interface, the AdForge user interface, AdForge widgets, and within AdForge search. After 18-months advertisements may be deleted. (ii) Full-text search. Seeing Interactive shall provide text-extraction, SEO optimization, and full-text search of each ad that conforms to valid PDF standards. (iii) (iv) Google-maps. Where available, Seeing Interactive shall provide a Google Map to local businesses. Sharing. Seeing Interactive shall provide the end-user ability to print, e-mail, and download.
(v) Statistics. Seeing Interactive shall track and provide advanced analytics for every end-user interaction including: views, clicks, prints, emails, and downloads.

(vi) Widgets. Seeing Interactive shall provide theme-able widgets to embed and display AdForge ads within Clients website.
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(b) Local Hero Directory Business Directory. Seeing Interactive shall provide a searchable database of Clients local businesses via an end-user accessible Website. This website shall be optimized for SEO and shall include the ability to upgrade to paid subscriptions. Client shall be free to upgrade any business listing to Free, Plus, Premium, and Complete Care account levels pursuant to monthly charges as defined in Exhibit D. Pursuant to the selection of the AdForge PDF Conversion Service, PDFs converted in the PDF Conversion Process will be automatically assigned to the appropriate business listing. Local Hero Directory includes the following features: (i) Hosting. Seeing Interactive shall provide full hosting for all images, text, and database entries.
(ii) Business Data. Pursuant to completion of Section 2.1(b), Seeing Interactive shall provide to the best of its ability an accurate collection of local business information based on the ZIP codes associated with the area for which the Website serves. Local Business Information may include the name, address, city, state, ZIP, phone number, fax number, toll-free number, website address, category designation, keyword set, geocode information, and owner name for each business. Seeing Interactive does not guarantee the completeness or accuracy of Local Business Information and reserves the right to update Local Business Information as it sees fit. (iii) (iv) (v) Google-maps. Where available, Seeing Interactive shall provide a Google Map for each directory page. Social Network integration. Seeing Interactive shall provide social network sharing for each business listing. Statistics. Seeing Interactive shall track and provide advanced analytics for each business listing.
(vi) Widgets. At Clients discretion, Seeing Interactive shall provide theme-able widgets to embed and display Local Hero Directory data within Clients website. (vii) Small-Business Websites. Seeing Interactive shall provide an unlimited number of Website accounts to Clients end-users pursuant to monthly charges as defined in Exhibit C. Each Small-Business Website includes the following: 1. 1. Domain Name. Seeing Interactive shall provide Domain Name registration. For reasons of convenience to all parties involved (enduser, Client, and Seeing interactive), the Domain Name shall be registered as follows: a. Client shall be registered as the Administrative Contact (aka Owner). b. Seeing Interactive shall be registered both as the Technical and Billing Contact. c. In the case of termination of web services, the Client (Administrative Contact) must transfer Administrative Contact designation to the end-user within 30 days of end-user service termination. Themes. Seeing Interactive shall provide a choice of 72 themes to match the local business. Hosting and support. Seeing Interactive shall provide secure website hosting and online support. Embedded options. Seeing Interactive shall provide an integrated Google map, directions, and event calendar. Text. Seeing Interactive shall provide the ability to add unlimited text that is provided by the local business. Photos. Seeing Interactive shall provide the ability to add unlimited photos and photo galleries that are provided by the local business. Forms. Seeing Interactive shall provide the ability to add unlimited contact and order forms provided by the local business. Video. Seeing Interactive shall provide the ability to add unlimited video that is provided by the local business. Updates. Seeing Interactive shall provide the ability for updates. Sales Materials. At no cost, Seeing Interactive shall provide the artwork for Client-branded sales materials.
2. 3. 4. 5. 6. 7. 8. 9. (viii)
(ix) Sales & Training. Seeing Interactive, Inc. shall perform sales services and at Clients discretion shall provide varying levels of sales training for Clients sales force as specified in Exhibit D. (c) Classified Data Feeds. Pursuant to the selection of the Local Hero Directory Business Directory Service, Seeing Interactive shall provide integration of Clients classified data into the Local Hero Directory search application. (d) Local Vehicle Data Feeds. Pursuant to the selection of the Local Hero Directory Business Directory Service, Seeing Interactive shall provide integration of Clients vehicle data into the Local Hero Directory search application. Seeing Interactive shall also provide both the ability to manually enter vehicle information and to integrate existing data fees at a rate as specified in Exhibit E. (e) Domain Name. If requested by Client, Seeing Interactive at its expense shall cooperate with Client in registering a new Domain Name with InterNIC. Client shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto. Unless otherwise specified by Client, Seeing Interactive shall list Clients project contact as the administrative, technical and billing contact. 4.2 Compulsory Services. Pursuant to Services selected in Section 4.1, Seeing Interactive shall provide the following compulsory services:
(a) Consultation. If requested by Client, Seeing Interactive will provide consultation which includes, but is not limited to, any and all internet orientation, trouble shooting, marketing strategy and education regarding use of Services provided.
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(b)
Fixes/Updates. Seeing Interactive will, as necessary, fix/update technical errors on the Site.
(c) Site Backup. At Seeing Interactives expense, Seeing Interactive shall maintain a complete and current copy of the Website on a server located at a remote location. In the event that Service is interrupted to the Website, the remote server shall be immediately activated so that public access to the Website continues without interruption. (d) Analytics. Seeing Interactive at its expense shall provide to Client in electronic form website traffic statistics and SEO analysis.
(e) Standards. Seeing Interactive conforms to global hosting standards and best practices by hosting all services in world-class data centers located in Dallas, TX; Austin, Texas; Ashburn, Virginia; Chicago, IL; and El Segundo, CA all using industry-leading network speed and bandwidth capacity, a state-of-theart Network Operations Center, multiple-layer network security protection, and monitored physical security and access 7x24x365. All Services hosted by Seeing Interactive shall conform to the following: (i) Response Time. The mean response time for server response to all accesses to the Website shall not exceed more than 2 seconds during any 1 hour period. (ii) Security. Seeing Interactive shall prevent unauthorized access to restricted areas of the Website, and any databases or other sensitive material generated from or used in conjunction with the Website or Services; and Seeing Interactive shall notify Client of any known security breaches or holes. (iii) Remedies. In addition to other applicable remedies, Client may terminate this Agreement without a further cure period if: (x) any breach of this Section 4.2(e) is not cured within 10 days, (y) the same subsection is breached a second time, or (z) there are 2 breaches of separate subsections (even if cured) within any 6 month period. Notice of a breach under this provision shall be provided in writing and notice of the exercise of the right to terminate this agreement under this provision shall be provided in writing at least 30 days in advance of termination. (f) Platform Requirements and Compatibility. The Website and Seeing Interactive Services provided to Client by Seeing Interactive shall be compatible with the current version of the following browsers: Firefox, MS Internet Explorer, Safari, Opera, Google Chrome, and Blackbird. All Services use JavaScript technology and will not function properly on browsers without JavaScript enabled. (g) Additional Services. Any additional services provided by Seeing Interactive to Client are listed on Exhibit A.
4.3 Services Not Provided. Seeing Interactive is not responsible for any of the following services (the Non-Included Services): (a) the development of new custom graphics, scripts, fonts or other elements for the Site unless expressly described above; (b) actual uploading of Clients PDFs pursuant to selected Services in Section 4.1; (c) end user support; and (d) manually adding or editing any information from the Advertiser Database provided by the Client pursuant to Section 2.1(d). Any Non-Included Services requested by Client will be charged the hourly fee specified in Exhibit B. 4.4 Client License. During the period that Seeing Interactive provides Services pursuant to this Section 4, Client hereby grants to Seeing Interactive a non-exclusive, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and digitally perform the Content and Services. Client grants no rights other than explicitly granted herein, and Seeing Interactive shall not exceed the scope of its license. 4.5 Trademarks. Subject to the terms and conditions of this Agreement, each party hereby grants to the other party a limited, non-exclusive, nonsublicenseable, royalty-free, worldwide license to use such partys trademarks, service marks, trade names, logos or other commercial or product designations (collectively, Marks) for the purposes of creating content directories or indexes and for marketing and promoting the Website. The trademark owner may terminate the foregoing license if, in its sole discretion, the licensees use of the Marks does not conform to the owners standards. Title to and ownership of the owners Marks shall remain with the owner. The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies. The licensee shall not form any combination marks with the other partys Marks. The licensee shall not take any action inconsistent with the owners ownership of the Marks and any benefits accruing from use of such Marks shall automatically vest in the owner. 5. PAYMENTS.
Payments. Except as otherwise specified in Exhibit B, Seeing Interactive will process and fulfill payments on partner's behalf. Seeing Interactive will deliver partner share payments on the 1st of every calendar month 25 days after payment was processed from customer to Seeing Interactive. This period of time is set aside for authorizations, refunds, credit backs, and disputes. 6. TERM AND TERMINATION.
6.1 Term. The initial term of this Agreement shall be as specified in Exhibit A. Thereafter, this Agreement shall continue until terminated upon 60 days written notice given by either party to the other. 6.2 Termination During Initial Setup. In the event that Client terminates the Agreement prior to Product Launch, Client shall return all data and information to Seeing Interactive and Seeing Interactive shall return any Initial Content to Client. Any Setup Fee previously paid to Seeing Interactive by Client shall be considered forfeit, and all licenses granted hereunder shall terminate. 6.3 Termination During Services. In the event of expiration or termination of this Agreement while Seeing Interactive is providing Services pursuant to Section 4, at no cost to Client, Seeing Interactive shall keep all Services and Content publicly accessible for a period of 30 days following the date of termination of this Agreement. 6.4 Effect of Termination. Sections 1, 10, 11, 12, 13 and 14 shall survive termination of this Agreement. Upon the termination of this Agreement for any reason and upon request by Client at any time, Seeing Interactive shall promptly return, in their original form, all Content and copies thereof and deliver the originals to the Client.

7. WARRANTIES.
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7.1 Warranties of Services. Seeing Interactive warrants that all Services, or Seeing Interactive-made changes to the Content, shall not: (a) infringe on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) be obscene, child pornographic or indecent; and (e) contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 7.2 Additional Warranties. Seeing Interactive warrants that: (a) all Services will conform to their applicable Specifications or acceptance criteria when delivered and for a period of 1 year thereafter; and (b) there is no outstanding contract, commitment or agreement to which Seeing Interactive is a party or legal impediment of any kind known to Seeing Interactive which conflicts with this Agreement or might limit, restrict or impair the rights granted to Client hereunder. 8. CLIENT COVENANTS.
During the period that Seeing Interactive provides Services pursuant to Section 4, Client shall not distribute on the Website any Content that: (a) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 9. DISCLAIMER OF WARRANTIES.
EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10. OWNERSHIP.
10.1 Ownership of Services. Seeing Interactive retains all rights, title and interest in all Services and documentation produced pursuant to this Agreement. Seeing Interactive hereby grants to Client a non-exclusive, non-sublicenseable, worldwide license to publicly perform, publicly display and digitally perform the Content and Services only on or in conjunction with the Website with this Agreement is in effect. Seeing Interactive grants no rights other than explicitly granted herein, and Client shall not exceed the scope of its license. 10.2 Ownership of Content. Any Content provided to Seeing Interactive by Client under this Agreement or otherwise shall at all times remain the property of the Client. Seeing Interactive shall have limited rights to use such content for the purposes expressly set forth in this Agreement. Seeing Interactive has rights to User Content and will extend limited rights to Client for the purposes expressly set forth in this agreement. 10.3 Employee and Subcontractor Contracts. Seeing Interactive shall cause each individual or company employed by Seeing Interactive in connection with all Services to execute a contract regarding confidentiality and assignment of rights prior to each such individual or companys commencement of services thereunder. Such contracts shall: (a) include a full assignment of all Content rights to Client, (b) contain restrictions on use and disclosure. Further, with respect to any subcontractors which it employs: (x) Seeing Interactive shall obtain the written consent of Client, (y) Seeing Interactive shall be responsible for the direction and coordination of the services of such subcontractors, and (z) Client shall have no obligation to pay such subcontractor(s). 11. INDEMNITY.
11.1 Client Indemnity. Client shall defend Seeing Interactive against any third party claim, action, suit or proceeding alleging any breach of the covenants contained in Section 8. Subject to Section 11.3, Client shall indemnify Seeing Interactive for all losses, damages, liabilities and all reasonable expenses and costs incurred by Seeing Interactive as a result of a final judgment entered against Seeing Interactive in any such claim, action, suit or proceeding. 11.2 Seeing Interactive Indemnity. Seeing Interactive shall defend Client against any third party claim, action, suit or proceeding resulting from Seeing Interactives acts, omissions or misrepresentations under this Agreement (including without limitation Seeing Interactives breach of the warranties contained in Sections 7). Subject to Section 11.3, Seeing Interactive shall indemnify Client for all losses, damages, liabilities and all reasonable expenses and costs incurred by Client as a result of a final judgment entered against Client in any such claim, action, suit or proceeding. 11.3 Mechanics of Indemnity. The indemnifying partys obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (b) granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying partys expense. In no event may any settlement or compromise adverse to indemnified party be made without prior written consent
12.
CONFIDENTIAL INFORMATION.
Clients Confidential Information are any passwords used in connection with the Website, all Services and documents related Services, any Content which Client designates as confidential, and any other materials of Client which Client designates as confidential or which Seeing Interactive should reasonably believe to be confidential. Clients Confidential Information also includes the Website itself until such time as Client decides to make the Website publicly available to users. Seeing Interactives Confidential Information is defined as the source code of all Services. Seeing Interactive understands and agrees that Client does not want any other Confidential Information of Seeing Interactive, and should the parties believe that additional confidential information of Seeing Interactive needs to
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be disclosed to Client, the parties shall execute a separate non-disclosure agreement regarding such information. Each party shall hold the other partys Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other partys Confidential Information for any purpose other than as necessary to perform under this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other partys Confidential Information. 13. LIMITATIONS ON LIABILITY.
EXCEPT FOR BREACHES OF SECTIONS 4.1, 4.3, 4.4 AND 14.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION SHALL NOT LIMIT THE RIGHTS TO INDEMNIFICATION UNDER SECTION 11. 14. GENERAL PROVISIONS.
14.1 Further Assurances. Seeing Interactive shall cooperate with Client, both during and after the term of this Agreement, in the procurement and maintenance of Clients rights to intellectual property created hereunder and to execute, when requested, any other documents deemed necessary or appropriate by Client to carry out the purpose of this Agreement. 14.2 Compliance With Laws. Seeing Interactive shall ensure that all Services will comply with all applicable international, national and local laws and regulations. 14.3 Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. 14.4 Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. 14.5 Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Seeing Interactive shall work exclusively for Seeing Interactive and shall not, for any purpose, be considered employees or agents of Client. 14.6 Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five days after the date of mailing. 14.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. 14.8 Entire Agreement. This Agreement, including the Exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein. IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement as of the date first written above.
CLIENT:
SEEING INTERACTIVE:
______________________________ Signature Christine Benavente, Operations Manager
______________________________ Signature Lloyd W. Armbrust, Founder and CEO
______________________________ Date
______________________________ Date

EXHIB IT A Ser v ice Op t io n s CONTENT Any Content provided to Seeing Interactive by Client will be in the formats specified below: All text shall be provided in [ASCII, RTF, Word, PDF, or HTML]. All graphics shall be provided in [TIFF, GIF, JPEG, PNG, or PSD format]. All advertisements shall be provided in PDF format. The Advertiser Database (Ad Forge) shall be provided in [Excel, XML, or CSV format]. SERVICES
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Pursuant to completion of Section 2.1 and following the Product Launch, Seeing Interactive shall provide the following services marked as selected with an below. Per Hour Service Fee and other charges as specified in Exhibit B may apply to the follow selected Services: CORE SERVICES: AdForge, details in Exhibit C Local Hero Directory, details in Exhibit D Additional Work, details in Exhibit B
Additional Services requested by Client: None. TERM If estimated partner profit goal is not on track to meet 50% after 210 days after Directory Launch, then client may ask for a second sales blitz at the expense of SI. If SI has not reached 75% goal 300 days after Directory Launch, then revenue split switches to 80/20 in the favor of the client until partner profit goal is attained in full. If that is still not satisfactory, then client can opt out of contract after 12 months from service launch date upon 60 days written notice. CONFIDENTIALITY The terms of this Agreement including all terms and pricing shall remain confidential. PRODUCT LAUNCH Product Launch shall occur on (To Be Determined). PROJECT CONTACTS Seeing Interactive Contact: Lloyd W. Armbrust, II CEO Seeing Interactive Christine Benavente, Operations Manager Bakersfield Californian
Client Contact
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EXHIB IT B De ve lo p me n t S er vi ce Fe es ADDITIONAL FEES All additional costs detailed below for work performed. Any work request must be submitted in writing and approved by both parties. Please check boxes below for all additional agreed-upon fees: Per-hour charge pursuant to Section 4.3: $150.00
Other Charges:
$__________________________________________________

EXHIB IT C Ad Fo r g e S er vi ce s a nd F ees Compensation options are available at Clients discretion at either a per-advertisement fee or a monthly Services fee.
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For the Monthly Services fee, Seeing Interactive shall provide the following services: ongoing HTML/PHP markups; template changes; server maintenance; hardware, software and Internet connection upgrades; Client technical support; server log analysis; Website analysis/tracking software; online archival storage of PDF and advertiser Content for up to 18 months time. Please check boxes below for all agreed-upon fees: Setup fee: $1000.00 Per ad fee: $3.00 Monthly Services fee for up to 1500 ads: Overage charge: Per-Advertisement charge of $2.50 per PDF submitted for the PDF Conversion Process AFTER 1500 monthly ads have been processed.
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EXHIB IT D Lo cal Hero D irec to r y Se r v ice s a nd F ee s Setup includes all design and inclusion of Local Business Information. Seeing Interactive is responsible for invoicing Directory Advertisers.
Technology Setup fee: This fee includes monthly hosting; directory information upgrades; template changes; server maintenance; hardware, software and internet connection upgrades; client technical support; server log analysis; and website analysis/tracking software. Waived on contracts signed within 30 days of proposal.
Seeing Interactive requires 100% of the two months fees on each plan sold for build costs. These build costs include monthly hosting; SI sales support and training; customer payment fulfillment; customer technical support; website upgrades; website template changes; server log analysis; and website analysis/tracking software.
Agreed Plan Prices for Directory Advertisers:
Free Account Basic Account Plus Account Premium Account Complete Care Account
$ 0.00 per month $59.00 per month $99.00 per month $149.00 per month $349.00 per month
Plan Options: Plan A $48,659.00 SET UP FEE REVENUE GUARANTEE (NEXT 14 MONTHS): $231,708.00 Revenue Share: 70% (client) 30% (Seeing Interactive)
Guaranteed Revenue $231,708.00
Training Plan: Local Hero sales trainers in market (1-2) week sales blitz Pre-calling from our telemarketing center to set up appointments (1000) 4-page glossy sales materials 5-hour sales training for your sales staff, includes general web/SEO training 1-hour SEO training for your newsroom 90 min conference/seminar for area businesses with personal demos for each business immediately following A minimum of one Seeing Interactive salesperson will be made available for a minimum of 10 additional business days to help reach our guaranteed revenue
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Plan B$20,854.00 SET UP FEE REVENUE GUARANTEE (NEXT 14 MONTHS): $231,708.00 Revenue Share: 50% (client) 50% (Seeing Interactive)
Training Plan: Local Hero sales trainers in market (1-2) week sales blitz Pre-calling from our telemarketing center to set up appointments (1000) 4-page glossy sales materials 5-hour sales training for your sales staff, includes general web/SEO training 1-hour SEO training for your newsroom 90 min conference/seminar for area businesses with personal demos for each business immediately following A minimum of one Seeing Interactive salesperson will be made available for a minimum of 10 additional business days to help reach our guaranteed revenue
Plan C$0 SET UP FEE REVENUE GUARANTEE (NEXT 14 MONTHS): $231,708.00 Revenue Share: 30% (client) 70% (Seeing Interactive) Conditional Training Plan: Seeing Interactive receives the first $6,900 earned in market in order to launch sales blitz and produce/distribute marketing materials. After the $6900, revenue share is allocated as specified: 30% (client) / 70% (Seeing Interactive) with the exception of the first two months fees explained in Exhibit D. Local Hero sales trainers in market (1-2) week sales blitz) Pre-calling from our telemarketing center to set up appointments (1000) 4-page glossy sales materials 5-hour sales training for your sales staff, includes general web/SEO training 1-hour SEO training for your newsroom 90 min conference/seminar for area businesses with personal demos for each business immediately following A minimum of one Seeing Interactive salesperson will be made available for a minimum of 10 additional business days to help reach our guaranteed revenue
46
We look forward to a long and profitable partnership with you.

We think newspapers are da bomb and we love what you do. Thats why were here, to make you money so you can continue to publish your works of art.
Finally, a technology company that believes in the power of
local news media! What surprises me the most about working

with OwnLocal, is not the fact that we doubled revenue from our prior directory vendor in less than 2 months; it is the insights their executive team brings that make us a better company. Andrew McFadden The Press-Enterprise We are a small newspaper in Nebraska. We use Seeing Interactive online products. We began using them in April 2009 and now, less than 18 months into it, our online revenues are up over 80% and represent 12% of our entire newspapers advertising revenue. Its innovation like Seeing Interactive has demonstrated, when they saw a void and were determined to fill it, that will help restore the economy. Greg Awtry, Publisher The York News-Times
Seeing Interactive, Inc. | Confidential |
Seeing Interactive, Inc 4674 Priem Lane, STE 404 Pflugerville, TX 78660 Prepared for Bakersfield Californian (888) 850-2497 phone (512) 410-7382 fax

Bakersfield Californian Proposal

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Bakersfield Californian Proposal

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Digital Revenue Proposal

What well sell in your market:

Free Basic Plus Premium Complete Care Totals

$0.00 $59.00 $99.00 $149.00 $349.00 10,390

$0.00 $1,534.00 $6,831.00 $6,407.00 $4,537.00 $19,309.00

$0.00 $18,408.00 $81,972.00 $76,884.00 $54,444.00 $231,708.00

Seeing Interactive, Inc. | Confidential | Prepared for Bakersfield Californian

Digital Revenue Proposal Table of Contents

Seeing Interactive, Inc. | Confidential

We are the vendor we wanted.

Our History Section 1.1

Our Investors Section 1.2

Meet the Team Section 1.3

Seeing Interactive, Inc. | Confidential | Prepared for Bakersfield Californian

Digital Revenue Proposal

About Seeing Interactive

Our Angel Investors

Seeing Interactive, Inc. | Confidential | Prepared for Bakersfield Californian

Digital Revenue Proposal

Meet the Team

Jason K. Novek, Partner/CTO

Jeremy Mims, Chief Marketing Officer

Lamar Romero, Vice President

Seeing Interactive, Inc. | Confidential

How we build Software

Seeing Interactive, Inc. | Confidential | Prepared for Bakersfield Californian

Digital Revenue Proposal

What is all this business about SEO?

Why is SEO important?

What we do to improve SEO?

Why are we even talking about this stuff?

Digital Revenue Proposal

Okay, but how do we make money?

Local Hero Directory Features Include

Local Hero Features for Advertisers:

Digital Revenue Proposal

What we offer to your customers:

Seeing Interactive, Inc. | Confidential

With our expectation we will sell a minimum of 26 Basic packages,

creating an additional $18,408.00 in revenue.

Seeing Interactive, Inc. | Confidential | Prepared for Bakersfield Californian

Digital Revenue Proposal

Listing Features Include:

With our expectation we will sell a minimum of 69 Plus packages,

creating an additional $81,972.00 in revenue.

Seeing Interactive, Inc. | Confidential

Standard Features Include:

Secure website hosting Custom SEO

With our expectation we will sell a minimum of 43 Premium packages,

creating an additional $76,884.00 in revenue.

Digital Revenue Proposal

Complete Care Package

Complete Care Package

With our expectation well sell a minimum of 13 Complete Care packages,

creating an additional $54,444.00 in revenue.

Seeing Interactive, Inc. | Confidential

Tracking Your Progress

Seeing Interactive, Inc. | Confidential | Prepared for Bakersfield Californian

Digital Revenue Proposal

The dead-simple way to monetize print ads on the web

Main product features:

Measure success with AdForge