Customer Terms And Conditions

1. RESPONSIBILITIES.

1.1 ONLINE REPUTATION MANAGEMENT SERVICES. WE AGREE TO PROVIDE ONLINE
REPUTATION MANAGEMENT SERVICES TO YOU AND YOU AUTHORIZE US TO PROVIDE SUCH SERVICES.
IN THIS REGARD, WE MAY REMOVE NEGATIVE CONTENT, AND TAKE SUCH ACTIONS AS WE DEEM
APPROPRIATE TO REMOVE OR SUPPRESS “NEGATIVE” CONTENT AS DESCRIBED IN THE STATEMENT OF
WORK BELOW. YOU AUTHORIZE US TO TAKE SUCH ACTION ON YOUR BEHALF AND TO IDENTIFY
OURSELVES AS ACTING ON YOUR BEHALF. YOU RECOGNIZE THAT SUCH CONTACT AND TECHNIQUES
MAY HAVE UNPREDICTABLE SIDE-EFFECTS, INCLUDING BUT NOT LIMITED TO NEGATIVE RESPONSES
FROM OTHERS. YOU AGREE TO PROVIDE THE INFORMATION REQUIRED BY THE REPUTATION
MANAGEMENT SERVICES, AND UNDERSTAND THAT THE BETTER THE INFORMATION YOU PROVIDE
THE BETTER RESULTS YOU WILL EXPERIENCE.

1.2 ACCOUNTS AND DOMAINS. YOU AUTHORIZE US TO ACT ON YOUR BEHALF IN CREATING
ACCOUNTS ON OTHER WEBSITES IN YOUR NAME AS WE DEEM BENEFICIAL TO PROVIDE THE
REPUTATION MANAGEMENT SERVICES. IF ACQUISITION OF DOMAIN NAMES IS INCLUDED IN THE
REPUTATION MANAGEMENT SERVICES WE PROVIDE TO YOU, YOU WILL PROCURE ANY DOMAIN NAMES
OR SIMILAR REGISTRATIONS, WILL PAY ALL COSTS RELATING TO THESE DOMAIN NAMES OR SIMILAR
REGISTRATIONS, AND WILL DIRECT THE DOMAIN NAMES TO A LOCATION IDENTIFIED BY US.

1.3 CONTENT PUBLISHING. IF CONTENT PUBLISHING IS INCLUDED IN THE REPUTATION
MANAGEMENT SERVICES WE PROVIDE TO YOU, YOU AUTHORIZE US TO USE THE INFORMATION YOU
PROVIDE TO CREATE AND PUBLISH WEB CONTENT, INCLUDING CONTENT THAT REPRESENTS YOU.
YOU GRANT US THE RIGHT TO MODIFY AND PUBLISH ANY OR ALL OF THE CONTENT YOU PROVIDE ON
ANY WEBSITES WE DEEM FIT FOR THE PURPOSES OF PROVIDING THE REPUTATION MANAGEMENT
SERVICES, AND YOU HEREBY GRANT TO US A WORLDWIDE, ROYALTY-FREE, FULLY-PAID,
NON-EXCLUSIVE, TRANSFERABLE (IN CONNECTION WITH AN ASSIGNMENT OF THIS CLIENT
AGREEMENT), SUBLICENSABLE (AS NECESSARY TO PERFORM THE REPUTATION MANAGEMENT
SERVICES) LICENSE TO USE, REPRODUCE, PUBLICLY PERFORM, PUBLICLY DISPLAY, PUBLISH,
DISTRIBUTE, CREATE DERIVATIVE WORKS OF, AND OTHERWISE EXPLOIT ANY INTELLECTUAL
PROPERTY, INCLUDING CONTENT, TRADEMARKS, LOGOS, PHOTOS, VIDEOS, ADVERTISEMENTS,
INFORMATION, AND OTHER MATERIALS PROVIDED OR IDENTIFIED BY YOU (THE “CLIENT CONTENT”) AS
WE DEEM APPROPRIATE TO PERFORM THE REPUTATION MANAGEMENT SERVICES. YOU AGREE TO
RESPOND IN A TIMELY MANNER TO OUR REQUESTS TO REVIEW AND APPROVE INFORMATION
GENERATED FOR YOU AND ACKNOWLEDGE THAT WE MAY MAKE UNILATERAL CONTENT PUBLISHING
DECISIONS ON YOUR BEHALF SHOULD YOU FAIL TO MEET THE APPLICABLE RESPONSE DEADLINES.
YOU ACKNOWLEDGE AND AGREE THAT WE WILL OWN, SUBJECT TO ANY CLIENT CONTENT THEREIN,
ALL RIGHT, TITLE, AND INTEREST IN AND TO ANY MATERIALS, CONTENT, OR OTHER WORKS OF
AUTHORSHIP CREATED BY OR ON OUR BEHALF AND USED IN CONNECTION WITH THE REPUTATION
MANAGEMENT SERVICES PROVIDED UNDER THIS CLIENT AGREEMENT. WE ACKNOWLEDGE THAT YOU
WILL OWN ALL RIGHT, TITLE, AND INTEREST IN AND TO ANY CLIENT CONTENT.

1.4 PERMITTED USE. WE DO NOT ALLOW OUR SERVICES TO BE USED FOR ILLEGAL ACTIVITIES OR
ANY IMPROPER ACTIVITIES. WE RESERVE THE RIGHT TO TAKE PREVENTIVE OR CORRECTIVE ACTIONS
TO PROTECT OURSELVES AND OUR USERS. YOUR USE OF OUR SERVICES IS CONDITIONED IN PART ON
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YOUR COMPLIANCE WITH THE RULES OF CONDUCT SET FORTH IN THIS SECTION, AND ANY FAILURE
TO COMPLY MAY RESULT IN TERMINATION OF YOUR ACCESS TO AND USE OF OUR SERVICES. WHILE
USING OUR SERVICES, YOU ARE NOT TO: (A) IMPERSONATE ANY PERSON OR ENTITY, FALSELY STATE
OR OTHERWISE MISREPRESENT YOUR AFFILIATION WITH ANY PERSON OR ENTITY, OR USE OR
PROVIDE ANY FRAUDULENT, MISLEADING OR INACCURATE INFORMATION; (B) DEFAME, ABUSE,
HARASS, STALK, THREATEN OR OTHERWISE VIOLATE THE RIGHTS OF OTHERS, INCLUDING WITHOUT
LIMITATION OTHERS’ PRIVACY RIGHTS OR RIGHTS OF PUBLICITY; (C) ACCESS OR USE (OR ATTEMPT TO
ACCESS OR USE) ANOTHER USER’S ACCOUNT WITHOUT PERMISSION; (D) TRANSMIT ANY SOFTWARE
OR MATERIALS THAT CONTAIN ANY VIRUSES, WORMS, TROJAN HORSES, DEFECTS, OR OTHER ITEMS
OF A DESTRUCTIVE NATURE; (E) MODIFY, ADAPT, SUBLICENSE, TRANSLATE, SELL, REVERSE ENGINEER,
DECOMPILE OR DISASSEMBLE ANY PORTION OF THE REPUTATION MANAGEMENT SERVICES; (F)
“FRAME” OR “MIRROR” ANY PORTION OF THE REPUTATION MANAGEMENT SERVICES; (G) USE ANY
ROBOT, SPIDER, SITE SEARCH/RETRIEVAL APPLICATION OR OTHER MANUAL OR AUTOMATIC DEVICE
OR PROCESS TO RETRIEVE, INDEX, “DATA MINE” OR IN ANY WAY REPRODUCE OR CIRCUMVENT THE
NAVIGATIONAL STRUCTURE OR PRESENTATION OF THE REPUTATION MANAGEMENT SERVICES; OR (H)
HARVEST OR COLLECT INFORMATION ABOUT OR FROM OTHER USERS OF THE REPUTATION
MANAGEMENT SERVICES. SUBJECT TO THE LIMITED RIGHTS TO USE THE REPUTATION MANAGEMENT
SERVICES PURSUANT TO THIS CLIENT AGREEMENT, WE RETAIN ALL RIGHTS, TITLE AND INTEREST IN
AND TO THE REPUTATION MANAGEMENT SERVICES, INCLUDING ALL RELATED INTELLECTUAL
PROPERTY CONTAINED THEREIN.

2. WARRANTIES AND DISCLAIMER.

2.1 WARRANTIES. YOU REPRESENT AND WARRANT THAT (A) ALL INFORMATION PROVIDED TO
US IS AND WILL BE ACCURATE AND TRUTHFUL, (B) YOU HAVE THE RIGHT TO GRANT TO US THE
LICENSES SPECIFIED IN THE SECTION TITLED “CONTENT PUBLISHING”, (C) THE EXECUTION AND
PERFORMANCE OF THIS CLIENT AGREEMENT DOES NOT VIOLATE ANY APPLICABLE LAW OR OTHER
CONTRACT OR OBLIGATION TO WHICH YOU ARE A PARTY OR ARE OTHERWISE BOUND, AND (D) THE
CLIENT CONTENT DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS, INCLUDING ANY
COPYRIGHTS, TRADEMARKS, TRADE SECRETS, RIGHT OF PRIVACY, OR RIGHT OF PUBLICITY, OF ANY
PERSON.

2.2 DISCLAIMERS. THE REPUTATION MANAGEMENT SERVICES ARE PROVIDED “AS IS” AND
COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING
WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE
REPUTATION MANAGEMENT SERVICES WILL BE FREE FROM ERRORS, OR THAT THE OPERATION OF
THE REPUTATION MANAGEMENT SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS
AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR
DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF
AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

3. INDEMNITY.

3.1 YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE COMPANY AND
MEMBERS, MANAGERS, EMPLOYEES, SUBSIDIARY, AGENTS AND AFFILIATES (“INDEMNIFIED PARTIES”),
AT YOUR EXPENSE, AGAINST ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS, PROCEEDINGS, AND SUITS
BROUGHT AGAINST ANY INDEMNIFIED PARTY AND PAY ALL RELATED LIABILITIES, DAMAGES,
SETTLEMENTS, PENALTIES, FINES, COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION,
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REASONABLE ATTORNEYS’ FEES AND OTHER LITIGATION EXPENSES) INCURRED BY ANY INDEMNIFIED
PARTY, ARISING OUT OF OR RELATING TO (I) YOUR BREACH OF ANY TERM OR CONDITION OF THIS
AGREEMENT, (II) YOUR INAPPROPRIATE OR ILLEGAL USE OF THE REPUTATION MANAGEMENT
SERVICES, (III) YOUR VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS, (IV) OUR USE OF ANY
CONTENT OR INFORMATION, INCLUDING CLIENT CONTENT, YOU PROVIDE TO US; OR (V) THE
DISCLOSURE OF YOUR RELATIONSHIP WITH US. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO
ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY
YOU.

4. SERVICES FEE AND PAYMENT FOR SERVICES.

4.1 FEES. YOU AGREE TO PAY THE SERVICES FEE AS PROVIDED ON THE SIGNATURE PAGE OF
THIS CLIENT AGREEMENT AND WE WILL PROVIDE THE ONLINE REPUTATION MANAGEMENT SERVICES
(THE “REPUTATION MANAGEMENT SERVICES”) SPECIFIED ON THE SIGNATURE PAGE. IF YOU CHOOSE
THE “MAINTENANCE OPTION”, YOU WILL BE RESPONSIBLE TO PAY AN AMOUNT EQUAL TO 25% OF THE
SERVICES FEE QUARTERLY IN ADVANCE. YOU HEREBY AUTHORIZE US TO CHARGE YOUR CREDIT CARD
FOR THE APPLICABLE MONTHLY PAYMENT IF YOU CHOOSE THE MAINTENANCE OPTION.

4.2 TAXES; INTEREST. YOU WILL BE RESPONSIBLE FOR PAYING ANY APPLICABLE TAXES
RELATED TO THIS CLIENT AGREEMENT. WE MAY CHARGE YOU INTEREST ON ANY OVERDUE PAYMENT
AT THE RATE OF 1.5% OF THE OUTSTANDING BALANCE PER MONTH, OR THE MAXIMUM RATE
PERMITTED BY LAW, WHICHEVER IS LOWER, FROM THE DATE SUCH PAYMENT WAS DUE UNTIL THE
DATE PAID.

5. LIMITATION OF LIABILITY.

5.1 TYPES OF DAMAGES. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR
ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, LOST DATA OR LOSS OF GOODWILL), OR INCIDENTAL DAMAGES, WHETHER BASED ON A
CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT,
BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF WE
AND/OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.

5.2 AMOUNT OF DAMAGES. OUR MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY
CONNECTED TO THIS CLIENT AGREEMENT SHALL NOT EXCEED THE SERVICES FEE PAID BY YOU TO US
AND IF APPLICABLE AMOUNTS PAID PURSUANT TO THE MAINTENANCE OPTION.

5.3 BASIS OF THE BARGAIN. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET
FORTH IN THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY
FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE
PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS
OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN
BETWEEN THE PARTIES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR
CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT
APPLY TO YOU.

6. CONFIDENTIALITY AND PRIVACY

6.1 DEFINITION OF CONFIDENTIAL INFORMATION. AS USED HEREIN, “CONFIDENTIAL
INFORMATION” MEANS ALL CONFIDENTIAL INFORMATION DISCLOSED BY A PARTY (“DISCLOSING
PARTY”) TO THE OTHER PARTY (“RECEIVING PARTY”), WHETHER ORALLY OR IN WRITING, THAT IS
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DESIGNATED AS CONFIDENTIAL OR THAT REASONABLY SHOULD BE UNDERSTOOD TO BE
CONFIDENTIAL GIVEN THE NATURE OF THE INFORMATION AND THE CIRCUMSTANCES OF
DISCLOSURE. CONFIDENTIAL INFORMATION SHALL INCLUDE, WITHOUT LIMITATION, THE TECHNIQUES,
METHODS, OR STRATEGIES WE USE IN CONNECTION WITH PERFORMING THE REPUTATION
MANAGEMENT SERVICES. HOWEVER, CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY
INFORMATION THAT (I) IS PROVIDED BY YOU AND IS PUBLISHED OR OTHERWISE DISCLOSED, IN OUR
DISCRETION, IN CONNECTION WITH THE REPUTATION MANAGEMENT SERVICES; (II) IS OR BECOMES
GENERALLY KNOWN TO THE PUBLIC WITHOUT BREACH OF ANY OBLIGATION OWED TO THE
DISCLOSING PARTY, (III) WAS KNOWN TO THE RECEIVING PARTY PRIOR TO ITS DISCLOSURE BY THE
DISCLOSING PARTY WITHOUT BREACH OF ANY OBLIGATION OWED TO THE DISCLOSING PARTY, (VI) IS
RECEIVED FROM A THIRD PARTY WITHOUT BREACH OF ANY OBLIGATION OWED TO THE DISCLOSING
PARTY, OR (V) WAS INDEPENDENTLY DEVELOPED BY THE RECEIVING PARTY.

6.2 PROTECTION OF CONFIDENTIAL INFORMATION. THE RECEIVING PARTY SHALL USE THE SAME
DEGREE OF CARE THAT IT USES TO PROTECT THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL
INFORMATION OF LIKE KIND (BUT IN NO EVENT LESS THAN REASONABLE CARE) (I) NOT TO USE ANY
CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY FOR ANY PURPOSE OUTSIDE THE SCOPE OF
THIS AGREEMENT, AND (II) EXCEPT AS OTHERWISE AUTHORIZED BY THE DISCLOSING PARTY IN
WRITING, TO LIMIT ACCESS TO CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY TO THOSE
OF ITS EMPLOYEES, CONTRACTORS AND AGENTS WHO NEED SUCH ACCESS FOR PURPOSES
CONSISTENT WITH THIS AGREEMENT AND WHO HAVE SIGNED CONFIDENTIALITY AGREEMENTS WITH
THE RECEIVING PARTY CONTAINING PROTECTIONS NO LESS STRINGENT THAN THOSE HEREIN.
NEITHER PARTY SHALL DISCLOSE THE TERMS OF THIS CLIENT AGREEMENT TO ANY THIRD PARTY
WITHOUT THE OTHER PARTY’S PRIOR WRITTEN CONSENT OTHER THAN TO: (I) ITS LEGAL COUNSEL
AND ACCOUNTANTS; AND (II) TO POTENTIAL INVESTORS, LENDERS, PURCHASERS OF EITHER PARTY’S
BUSINESS, OR UNDERWRITERS IN CONNECTION WITH THEIR DUE DILIGENCE IN FUTURE FINANCINGS,
ACQUISITIONS MERGERS OR PUBLIC OFFERINGS OF EITHER PARTY.

7. TERMINATION

7.1 TERMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY,
EITHER PARTY MAY TERMINATE THIS CLIENT AGREEMENT AT ANY TIME ON WRITTEN NOTICE TO THE
OTHER IF THE OTHER: (A) IS IN MATERIAL OR PERSISTENT BREACH OF ANY OF THE TERMS OF THIS
CLIENT AGREEMENT AND EITHER THAT BREACH IS INCAPABLE OF REMEDY, OR THE OTHER PARTY
FAILS TO REMEDY THAT BREACH WITHIN 30 DAYS AFTER RECEIVING WRITTEN NOTICE REQUIRING IT
TO REMEDY THAT BREACH; OR (B) IS SUBJECT TO AN ORDER OR A RESOLUTION FOR ITS LIQUIDATION,
ADMINISTRATION, WINDING-UP OR DISSOLUTION (OTHERWISE THAN FOR THE PURPOSES OF A
RECONSTRUCTION), OR HAS AN ADMINISTRATIVE OR OTHER RECEIVER, MANAGER, TRUSTEE,
LIQUIDATOR, ADMINISTRATOR OR SIMILAR OFFICER APPOINTED OVER ALL OR ANY SUBSTANTIAL
PART OF ITS ASSETS, OR ENTERS INTO OR PROPOSES ANY COMPOSITION OR ARRANGEMENT WITH
ITS CREDITORS GENERALLY.

7.2 EFFECT OF TERMINATION. ON TERMINATION FOR ANY REASON: (A) ALL RIGHTS GRANTED TO
YOU UNDER THIS AGREEMENT, INCLUDING YOUR RIGHT TO USE THE REPUTATION MANAGEMENT
SERVICES, SHALL CEASE; (B) WE WILL STOP PERFORMING ALL REPUTATION MANAGEMENT SERVICES
AND MAY, AT ITS DISCRETION, REMOVE MATERIALS FROM THE INTERNET PUBLISHED BY US AS PART
OF THE SERVICES AND ALLOW ANY DOMAIN NAMES PURCHASED AS PART OF THE SERVICES TO
LAPSE; AND (C) YOU SHALL IMMEDIATELY PAY TO US ANY FEES DUE UNDER THIS CLIENT AGREEMENT.
SECTIONS 2-9 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
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8. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS; PREVAILING PARTY

8.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO PRINCIPLES
OF CONFLICT OR CHOICE OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY
JURISDICTION OTHER THAN THE LAWS OF THE STATE OF FLORIDA.

8.2 JURISDICTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF
ANY FEDERAL OR STATE COURT IN THE STATE OF FLORIDA, COUNTY OF BROWARD, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH
FLORIDA STATE OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH
OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS IN ANY COURT REFERRED TO IN THIS SECTION. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

8.3 SERVICE OF PROCESS. EACH PARTY AGREES THAT SERVICE OF PROCESS MAY BE
MADE UPON IT BY CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH IN
THIS AGREEMENT OR ANY METHOD AUTHORIZED BY THE LAWS OF FLORIDA.

8.4 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
CLIENT AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.

8.5 PREVAILING PARTY. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING BROUGHT
UNDER THIS CLIENT AGREEMENT SHALL BE ENTITLED TO REIMBURSEMENT OF ITS REASONABLE FEES
AND COSTS (INCLUDING FOR EXAMPLE EXPERT WITNESS FEES AND TRAVEL EXPENSES).

9. GENERAL PROVISIONS

9.1 NOTICES. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, ALL NOTICES,
PERMISSIONS AND APPROVALS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN GIVEN UPON: (I) PERSONAL DELIVERY, (II) THE SECOND BUSINESS DAY AFTER MAILING, (III) THE
SECOND BUSINESS DAY AFTER SENDING BY CONFIRMED FACSIMILE, OR (IV) THE FIRST BUSINESS DAY
AFTER SENDING BY EMAIL (PROVIDED EMAIL SHALL NOT BE SUFFICIENT FOR NOTICES OF
TERMINATION OR INDEMNIFICATION). ALL NOTICES SHALL BE SENT TO THE ADDRESSES SET FORTH
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ON THIS CLIENT AGREEMENT, WHICH MAY BE UPDATED FROM TIME TO TIME UPON WRITTEN NOTICE
TO THE OTHER PARTY.

9.2 EXPORT COMPLIANCE. THE REPUTATION MANAGEMENT SERVICES, OTHER TECHNOLOGY WE
MAY MAKE AVAILABLE, AND DERIVATIVES THEREOF MAY BE SUBJECT TO EXPORT LAWS AND
REGULATIONS OF THE UNITED STATES AND OTHER JURISDICTIONS. EACH PARTY REPRESENTS THAT
IT IS NOT NAMED ON ANY U.S. GOVERNMENT DENIED-PARTY LIST. YOU SHALL NOT PERMIT ACCESS
TO OR USE THE REPUTATION MANAGEMENT SERVICES IN A U.S.-EMBARGOED COUNTRY OR IN
VIOLATION OF ANY U.S. EXPORT LAW OR REGULATION.

9.3 EXTERNAL FORCES. WE SHALL BE EXCUSED FROM PERFORMANCE HEREUNDER TO THE
EXTENT THAT PERFORMANCE IS PREVENTED, DELAYED OR OBSTRUCTED BY CAUSES BEYOND ITS
REASONABLE CONTROL SUCH AS STRIKES, RIOTS, INSURRECTION, FIRES, FLOODS, EXPLOSIONS, WAR,
GOVERNMENTAL ACTION, LABOR CONDITIONS, EARTHQUAKES, NATURAL DISASTERS. IN ADDITION,
YOU ACKNOWLEDGE THAT THE REPUTATION MANAGEMENT SERVICES DEPEND HEAVILY ON PRIVACY
LAW IN THE UNITED STATES, THE VARIOUS STATES AND TERRITORIES, AND OTHER JURISDICTIONS.
THE LAW CAN AND WILL CHANGE IN THE FUTURE AND SUCH CHANGES ARE OUTSIDE OUR CONTROL.
WE CANNOT PREDICT THE IMPACT OF FUTURE CHANGES IN THE LAW. SOME LEGAL CHANGES,
INCLUDING BUT NOT LIMITED TO LEGISLATION OR JUDICIAL INTERPRETATION, MAY RENDER IT MORE
DIFFICULT OR IMPOSSIBLE FOR US TO PERFORM THE SERVICES OFFERED. OUR PROVISION OF THE
REPUTATION MANAGEMENT SERVICES ALSO MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS THAT ARE
OUTSIDE OUR CONTROL. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER
DAMAGES RESULTING FROM SUCH PROBLEMS. WE DO NOT GUARANTEE THE REPUTATION
MANAGEMENT SERVICES WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED
BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (2) CAUSED BY ANY
FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, OR (3) FOR PREVIOUSLY
SCHEDULED MAINTENANCE.

9.4 WAIVER AND SEVERABILITY. NO FORBEARANCE OR DELAY BY EITHER PARTY IN ENFORCING
ITS RIGHTS SHALL PREJUDICE OR RESTRICT THE RIGHTS OF THAT PARTY, AND NO WAIVER OF ANY
SUCH RIGHTS OR OF ANY BREACH OF ANY CONTRACTUAL TERMS SHALL BE DEEMED TO BE A WAIVER
OF ANY OTHER RIGHT OR OF ANY LATER BREACH. IF ANY PROVISION OF THIS AGREEMENT IS JUDGED
TO BE ILLEGAL OR UNENFORCEABLE, THE CONTINUATION IN FULL FORCE AND EFFECT OF THE
REMAINDER OF THE PROVISIONS SHALL NOT BE PREJUDICED.

9.5 AMENDMENTS AND ASSIGNMENT. ANY AMENDMENT, WAIVER OR VARIATION OF THIS
AGREEMENT SHALL NOT BE BINDING ON THE PARTIES UNLESS SET OUT IN WRITING, EXPRESSED TO
AMEND THIS AGREEMENT AND SIGNED BY OR ON BEHALF OF EACH OF THE PARTIES. NEITHER PARTY
MAY ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER, WHETHER BY OPERATION OF LAW OR
OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY (NOT TO BE
UNREASONABLY WITHHELD). NOTWITHSTANDING THE FOREGOING, WE MAY ASSIGN THIS CLIENT
AGREEMENT WITHOUT YOUR CONSENT IN CONNECTION WITH A MERGER, ACQUISITION, CORPORATE
REORGANIZATION, OR SALE OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS. SUBJECT TO THE
FOREGOING, THIS CLIENT AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THE PARTIES,
THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.

9.6 RELATIONSHIP OF THE PARTIES. OUR RELATIONSHIP WITH YOU IS THAT OF AN
INDEPENDENT CONTRACTOR, AND NEITHER PARTY IS AN AGENT OR PARTNER OF THE OTHER. YOU
DO NOT HAVE, AND WILL NOT REPRESENT TO ANY THIRD PARTY THAT YOU HAVE, THE AUTHORITY TO
ACT IN THE NAME OR ON BEHALF OF OR OTHERWISE TO BIND US IN ANY WAY (INCLUDING, BUT NOT
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LIMITED TO, THE MAKING OF ANY REPRESENTATION OR WARRANTY, THE ASSUMPTION OF ANY
OBLIGATION OR LIABILITY OR THE EXERCISE OF ANY RIGHT OR POWER).

9.7 ACTIONS ON BEHALF. THIS CLIENT AGREEMENT ALLOWS US TO ACT ON BEHALF OF YOUR
FIRM AND CLIENT TO HELP DEINDEX AND OR REMOVE THE OFFENDING CONTENT ASSIGNED IN THIS
PROPOSAL.

9.8 ENTIRE AGREEMENT. THIS CLIENT AGREEMENT, INCLUDING ALL EXHIBITS AND ADDENDA
HERETO, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL
PRIOR AND CONTEMPORANEOUS AGREEMENTS, PROPOSALS OR REPRESENTATIONS, WRITTEN OR
ORAL, CONCERNING ITS SUBJECT MATTER. NO MODIFICATION, AMENDMENT, OR WAIVER OF ANY
PROVISION OF THIS CLIENT AGREEMENT SHALL BE EFFECTIVE UNLESS IN WRITING AND EITHER
SIGNED OR ACCEPTED ELECTRONICALLY BY THE PARTY AGAINST WHOM THE MODIFICATION,
AMENDMENT OR WAIVER IS TO BE ASSERTED. HOWEVER, TO THE EXTENT OF ANY CONFLICT OR
INCONSISTENCY BETWEEN THE PROVISIONS IN THE BODY OF THIS AGREEMENT AND ANY EXHIBIT OR
ADDENDUM EXECUTED BY BOTH PARTIES, THE TERMS OF SUCH EXHIBIT OR ADDENDUM SHALL
PREVAIL.