1. RESPONSIBILITIES.
   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.
   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.  YOU WILL BE THE OWNER OF ANY SUCH ACCOUNTS AND DOMAIN NAMES AND WE WILL PROVIDE YOU WITH ALL ACCOUNT INFORMATION AND CREDENTIALS THAT WE CREATE AT THE END OF THE AGREEABLE TERM.
   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 (SOLELY 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 YOU WILL OWN ALL RIGHT, TITLE, AND INTEREST IN AND TO ANY MATERIALS, CONTENT, OR OTHER WORKS OF AUTHORSHIP CONTAINING OR DERIVED FROM CLIENT CONTENT AND CREATED BY US ON YOUR BEHALF 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.

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 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) INTENTIONALLY 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 OUR PROPRIETARY SOFTWARE AND METHODOLOGIES IN CONNECTION WITH 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.

 

1. WARRANTIES AND DISCLAIMER.
   1. YOUR 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) TO YOUR KNOWLEDGE, 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. OUR WARRANTIES.  WE REPRESENT AND WARRANT THAT WE WILL PERFORM THE REPUTATION MANAGEMENT SERVICES (A) IN ACCORDANCE WITH THE TERMS AND SUBJECT TO THE CONDITIONS SET OUT IN THE RESPECTIVE STATEMENT OF WORK AND THIS AGREEMENT, (B) USING PERSONNEL OF INDUSTRY STANDARD SKILL, EXPERIENCE, AND QUALIFICATIONS, (C) IN A TIMELY, WORKMANLIKE, AND PROFESSIONAL MANNER IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES, AND (D) IN A MANNER THAT, TO OUR KNOWLEDGE, DOES NOT INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS INCLUDING ANY COPYRIGHTS, TRADEMARKS, TRADE SECRETS, RIGHT OF PRIVACY, OR RIGHT OF PUBLICITY, OF ANY PERSON.
   3. DISCLAIMERS. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 2.2, WE SPECIFICALLY DISCLAIM 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.

 

1. SERVICES FEE AND PAYMENT FOR SERVICES.
   1. FEES. YOU HEREBY AUTHORIZE US TO CHARGE YOUR CREDIT CARD FOR THE APPLICABLE MONTHLY PAYMENT FOR THE AMOUNT SHOWN IN THIS AGREEMENT UNDER THE “PRICING & TERM” SECTION ABOVE. THE FIRST PAYMENT IS DUE IMMEDIATELY, AND EACH WILL BE BILLED MONTHLY THEREAFTER.
   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.

 

1. LIMITATION OF LIABILITY.
   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.
   2. AMOUNT OF DAMAGES. OUR MAXIMUM LIABILITY TO YOU 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.
   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.

 

1.  

CONFIDENTIALITY AND PRIVACY

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 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 FOR THE PURPOSE OF PUBLISHING AND DISCLOSURE 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 WITHOUT REFERENCE TO THE CONFIDENTIAL INFORMATION.
2. PROTECTION OF CONFIDENTIAL INFORMATION. THE RECEIVING PARTY SHALL: (I) 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); (II) NOT USE ANY CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY FOR ANY PURPOSE OUTSIDE THE SCOPE OF THIS AGREEMENT, AND (III) EXCEPT AS OTHERWISE AUTHORIZED BY THE DISCLOSING PARTY IN WRITING, 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.

 

1. TERMINATION
   1. TERMINATION. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, YOU MAY TERMINATE THIS AGREEMENT OR ANY STATEMENT OF WORK AFTER THE TERM OUTLINED IN YOUR AGREEMENT, WITHOUT CAUSE, AND WITHOUT LIABILITY EXCEPT FOR REQUIRED PAYMENT FOR SERVICES RENDERED UP TO THE TERMINATION DATE, BY PROVIDING AT LEAST 30 DAYS’ PRIOR WRITTEN NOTICE TO US. 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; (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. A DELAY IN A RECALIBRATION OF ONLINE SEARCH RESULTS, ARISING FROM SLOW OR UNAPPROVED OPTIMIZED CONTENT DESIGNED TO DELIVER A RECALIBRATION SHALL NOT CONSTITUTE A BREACH OF CONTRACT ON BEHALF OF THE COMPANY. CONTENT BUILT BY THE COMPANY IS TO BE REVIEWED FOR USE OF TRADEMARKS AND SERVICES ONLY AND NOT FOR WRITING STYLES OR PREFERRED TOPICS. CONTENT BUILT FOR REPUTATION MANAGEMENT CAMPAIGNS SHALL BE SOLELY FOCUSED ON SUPPLANTING UNWANTED CONTENT WHICH REQUIRES A REFINED WRITING STYLE, MAY INCLUDE NEGATIVE TERMS OR ASSOCIATIONS AND OTHER TECHNIQUES TO DELIVER ON THE SERVICE REQUESTED. ANY DELAY IN APPROVING NEEDED CONTENT MONTHLY SHALL BE DEEMED A BREACH OF CONTRACT ON BEHALF OF THE CLIENT AND MAY RESULT IN THE CONTRACT BEING CANCELLED AND FEES DUE IN FULL FOR THE TERM AND FOR CONTENT COMMITTED TO PUBLISHERS BY THE COMPANY.
   2. EFFECT OF TERMINATION. UPON TERMINATION

(A) ALL RIGHTS GRANTED TO YOU UNDER THIS AGREEMENT, INCLUDING YOUR RIGHT TO USE THE REPUTATION MANAGEMENT SERVICES, SHALL CEASE; AND (B) WE WILL STOP PERFORMING ALL REPUTATION MANAGEMENT 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 FOR SERVICES RENDERED AND SCHEDULED IN THE CURRENT MONTH, OR UP TO THE TERMINATION DATE UNDER THIS CLIENT AGREEMENT (TOTALING 6 MONTHS FROM DATE OF EXECUTION). 

1. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS; PREVAILING PARTY
   1. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF UTAH 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 UTAH.
   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 UTAH, COUNTY OF SALT LAKE, 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 UTAH 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.
   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 UTAH.
   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.
   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 ATTORNEY FEES,  EXPERT WITNESS FEES AND TRAVEL EXPENSES).

 

1. GENERAL PROVISIONS

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. ALL NOTICES SHALL BE SENT TO THE ADDRESSES SET FORTH ON THIS CLIENT AGREEMENT, WHICH MAY BE UPDATED FROM TIME TO TIME UPON WRITTEN NOTICE TO THE OTHER PARTY.

1. 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.
2. 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, INSURRECTIONS, 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 FAILURE OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, OR (3) FOR PREVIOUSLY SCHEDULED MAINTENANCE.
3. 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.
4. 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, EITHER PARTY 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.
5. 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 LIMITED TO, THE MAKING OF ANY REPRESENTATION OR WARRANTY, THE ASSUMPTION OF ANY OBLIGATION OR LIABILITY OR THE EXERCISE OF ANY RIGHT OR POWER).
6. 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.
7. 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.