RIPOFF REPORT VERIFIED™ PROGRAM

PROGRAM CUSTOMER SERVICE AGREEMENT

TERMS AND CONDITIONS

PREFACE

Congratulations on your decision to become a member of our Ripoff Report Verified™ Program. Through this Agreement we will be providing you with enhanced online reputation and customer service. In these terms and conditions, unless otherwise specified, the terms "we," "us," "our," or "Ripoff Report®" refers to Xcentric Ventures, LLC, an Arizona limited liability company ("Xcentric"), which operates the website www.ripoffreport.com (the "Website") and the terms "you" or "your" or "Company" refers to you, the customer, merchant, entity and/or individual that has subscribed to our services in any manner and is agreeing to the terms and conditions in this Agreement.

The Website is a forum for speech geared toward allowing consumers to write and post comments ("Reports") about goods and services provided to them by individuals and companies. We have a long standing policy against removing Reports filed by consumers even if the complaints described in the Reports are resolved or are otherwise inaccurate. We desire to assist consumers by providing them a forum in which to discuss their experiences with the goods and services they received. At the same time, knowing that most consumers write to complain, we also want to assist companies by providing programs that help protect a company's reputation and provide incentive for companies to maintain good, honest, business practices, and customer service. Through membership in our programs we assist both consumers and companies in resolving complaints, improving customer service, and mitigating negative publicity.

In order to facilitate these goals, we offer customers various programs that are designed to help with online reputation protection, including the Ripoff Report Verified™ Program (hereinafter the "Program"). The Program is specifically designed for those businesses that are new and/or have yet to receive a complaint on the Website. Upon accepting the services that we have agreed to provide, you agree to be bound by the terms and conditions and the provisions outlined herein (the "Agreement"). These Terms should be considered a baseline set of rules and conditions for all Program members.

INTRODUCTION

The terms and conditions set forth within this Agreement are divided into sections. Section headings are for convenience only and will not affect the meaning or construction of any section or provision in this Agreement.

• I. OBLIGATIONS OF THE PARTIES
• • A. Our Obligations to You. During the term of this Agreement, and as long as you and/or the Company is in compliance with its obligations under this Agreement, we will do the following:
  • • A1. Upon Joining the Program. Upon your engagement of our services, confirmation of which includes your understanding and acceptance of the Terms and Conditions contained in this Agreement and the receipt of your first monthly payment for the Program, we will, within forty-five (45) days:
    • • a. Enter you and/or your company name into the Verified Directory™. In the event you are entered into the Verified Directory™ through some mass upload system through your merchant service provider or some other third-party, you understand and acknowledge that this inclusion into the Verified Directory™ is provisional and will be considered "pending" until such time you have been fully authorized by Ripoff Report® for acceptance into the Program.
      • b. Activate the ability for your name and/or company to create a personalized biography which will utilize technology built by Ripoff Report® that may enhance your online profile by improving search results on the leading search engines such as Google™, Yahoo™ and Bing™. The Parties understand that there is no guarantee that search engine results will be improved in any way after you have been added into the Verified Directory™ nor are we responsible if your rankings happen to go down.
      • c. E-mail you a welcome letter with your user name and password to your Ripoff Report Verified™ Program web portal. This will provide you access to a link to the current Terms and Conditions/Terms of Service along with other useful information pertaining to the Program.
      • d. Provide you with a copy of the Ripoff Report Verified™ status seal via a URL link for your use online and in your marketing materials during the effective period of this Agreement.
      • e. Create your Company Directory Listing. This is subject to you providing us the applicable information that is to be contained in this Listing. We are not responsible for your failure to provide us with such information. In the event you are entered into the Verified Directory™ through some mass upload system through your merchant service provider or some other third-party, you understand and acknowledge that this inclusion into the Verified Directory™ is provisional and will be considered "pending" until such time you have been fully authorized by Ripoff Report® for acceptance into the Program. You further understand and acknowledge that your Directory Listing will indicate that you are a provisional/pending member until such time you are approved by Ripoff Report® for acceptance into the Program.
    • A2. Upon Receiving a Report. Once a Program Member, should you and/or your company ever receive a Report:
    • • a. The Report about you will automatically be held in a queue for fourteen (14) days.
      • b. You, along with the Author of the Report, will both automatically receive an e-mail, to the e-mail addresses provided to us by you and the Author, advising that you are a member of Ripoff Report Verified™ Program and as such that you are committed to customer service. This e-mail will further explain how you have offered to negotiate in a good faith manner to resolve their complaint and will provide instruction to both parties, on ways to remedy the situation through our web portal within the allotted fourteen (14) day time frame. The calculation of time begins when the Report notice is sent to you.
      • c. If the author of the Report does not respond to our e-mail the Report will continue in the hold queue until termination of the Agreement.
      • d. If the author of the Report does not provide enough information for you to (1) confirm they are a customer and (2) resolve the customer complaint then the Report will continue in the hold queue until termination of the Agreement.
    • A3. Upon Confirmation of Compliance. Assuming that the complaint is resolved between you and the consumer within fourteen (14) days the Report will continue in the hold queue until termination of the Agreement. Customer satisfaction will be determined by either: 1) the passage of fourteen (14) days without any response from the Author; 2) the Author advises us that the matter has been resolved; or 3) Ripoff Report® has, within its sole discretion, determined that you have made a good faith effort to adequately resolve the dispute.
    • • a. In the event that a resolution is not reached, despite reasonable and good faith efforts of you and/or the Company, or as the circumstances otherwise require, then the Report, subject to our discretion, may be posted and injected with Consumer Complaint Addressed text into the Title and Body of the Report (the "Update") to reflect that you and/or the Company made a good faith effort to resolve the consumer's complaint. However, to the extent that the Report is posted, absent unusual circumstances, it will not count against you and you will remain in good standing with the Program.
    • A4. E-mails Received About You. With respect to any emails that are received by us, outside the scope of this Program, regarding you and/or the Company, we will respond by email to urge the consumer to contact you and/or your Company directly at the contact information your provide to us.
  • B. Your Obligations to Us and Consumers. During the term of this Agreement, the Company is subject to the following requirements and conditions:
  • • B1. Must Be a United States Citizen/Entity. In order to participate in the Program you and/or your Company must be a resident of the United States (if an individual) or Incorporated within a State in the United States (if a business entity). Businesses or Individuals that are foreign are not eligible for the Program.
    • B2. No Complaints on Ripoff Report®. In order to participate in the Program your Company, including any other past or substantially related entities (such as DBAs or AKAs or former business entities which were involved in the selling of the same or similar products and/or services, collectively known as "Other Related Businesses"), may not have any Reports about the Company or Other Related Businesses. By signing up for the Program you acknowledge that it is your responsibility to, and that you have in fact, conducted your own independent investigation on the Website, using its search feature, to ensure that the Company or Other Related Businesses have not been named in a Report on the Website prior to signing up for the Program. If it is found, either now or discovered in the future, that your Company has any Reports on our Website, Ripoff Report® may terminate this Agreement, without any obligation to refund you and/or your company any funds that it has collected, and may refer you to the Corporate Advocacy Program. If it is found that any of your Other Related Businesses have Reports written about them then those Other Related Businesses shall be immediately required to join our Corporate Advocacy Program so that those complaints/Reports can be appropriately addressed before any further Program benefits are rendered to you and/or your Company. Upon notice, a failure to do this may result in a termination of this Agreement.
    • B3. Providing Ripoff Report® With Accurate Information. In order to participate in the Program you and/or your Company must provide Ripoff Report with accurate business information. This is including, but not limited to, full legal company name, addresses, and names and pertinent contact information for individuals who are authorized to handle matters relating to this Agreement.
    • B4. Subject to a Third-Party Verifier. In order to ensure that our Program Member Businesses are actual businesses, in some instances, Ripoff Report® may, upon signing up for the Program, require that our independent Third-Party Verifiers come out to you and/or your Company to conduct an on-site interview and to take promotional photographs. You and/or your Company consent to our use of these materials in any manner deemed appropriate by Ripoff Report® including, but not limited to, marketing, promotional advertising, or to establish that you and or your Company has been Verified as a legitimate individual and/or business.
    • B5. No Additional Business Listings. In order to participate in the Program, you and/or your Company may only supply information for one business, per Program membership. You and/or your Company may not utilize the Verified Directory™ to provide any information, for any other business, other than the Program Member Business.
    • B6. Your Compliance with the Law. The Company agrees to comply with all federal, state, and local laws, both civil and criminal, relating to the Company's operation. In the event Company is convicted of any criminal offense arising from conduct which occurred during the term of this Agreement, Xcentric may immediately terminate this Agreement with or without notice, and without any further obligation to Company.
    • B7. Ripoff Report®'s General Company Commitment. You and/or the Company agree to make a sincere effort to provide good customer service and to resolve consumer complaints. You and/or the Company agrees that the standard policy for resolving consumer complaints coming through Ripoff Report® is to give an appropriate refund or appropriate complimentary service to any consumer who paid money to the Company and claims not to have received the goods or services, or the quality of goods or services, that they were promised or contracted for. Exceptions to that standard policy will be rare and reserved for unusual circumstances. Notwithstanding the forgoing, the Parties understand that we cannot anticipate all consumer disputes with our members and therefore we retain the discretion to determine whether or not you have complied with the Terms and Conditions set forth herein. More specifically, you understand that some business industries are subject to more complaints than others. As such, you understand that it is difficult for us to set a specific "one-size-fits-all" policy as to how many complaints are allowed under the Program before you and/or your Company is terminated from the Program. Accordingly, we reserve the right, and have sole discretion, to eliminate any Update and/or terminate this Agreement if you and/or your Company receive too many complaints and/or do not provide the services to its customers that are described above in this Section and/or otherwise fails to cooperate with Ripoff Report's requests, and/or fails to maintain a business image that, at Ripoff Report's sole discretion, Ripoff Report® deems appropriate for the Program. Failure to comply with these Terms and Conditions may result in removal from the Program including posting any Reports that have been held.
    • B8. Initiating Lawsuits. The Company will not initiate a lawsuit, and will not initiate or take any legal action against any author of any Report whose name or contact information was obtained by you solely from us, unless we authorize such action in writing. By this Agreement, we authorize you to take legal action against any fraudulent postings by employees posing as customers, customers posing as employees, non-customers posing as customers, and/or customers posting numerous complaints under different names from different cities or states.
    • B9. Notice of Our Non-Compliance. If you and/or the Company believes that we are not in compliance with any of the provisions of this Agreement, you and/or the Company will send us a Notice of Non-Compliance by emailing support@ripoffreportverified.com, (titling the e-mail subject box "Ripoff Report Verified™ Program - Notice of Non-Compliance") with a copy to legal@ripoffreportverified.com, and by U.S. mail to Xcentric Ventures, LLC, Ripoff Report Verified™ Program Customer Service – Notice of Non-Compliance, PO Box 310, Tempe, Arizona 85280 and Dickinson Wright PLLC, 1850 N. Central Ave, Suite 1400, Phoenix, Arizona 85004-4568, specifying the manner in which we are not in compliance. You must also include the applicable identification number/login email, your company name and/or DBA name, your Contact name and phone number, and have your contact sign the notice. We shall then have twenty (20) days to cure before we are considered to be in default. However, to the extent that the reason for our non-compliance is based on technical difficulties that are beyond our control, and we notify you of such difficulties within twenty (20) days, we shall have forty (40) days to cure before we are considered to be in default.
    • B10. Monthly Monitoring Payment. You understand and agree to pay all monthly monitoring fees associated with this Agreement. To the extent you signed up for the Program via some entity other than Ripoff Report® your billing agreement identifies the billing party that will charge you monthly for services rendered and authorizes continued monthly billing until this Agreement is cancelled by you or Ripoff Report®. Your billing agreement also identifies the party responsible for providing refunds. Regardless of which billing company or service bills and collects your payments, Ripoff Report® is, at all times responsible for providing all Program services under this Agreement. Default under the billing agreement shall be considered a default under the Terms and Conditions of this Agreement. Further, you understand and agree that all pricing, after the first two (2) months, is subject to increase upon notice by the appropriate billing party.
• II. LICENSE
• • A. Grant. Subject to the terms and conditions of this Agreement, Xcentric hereby grants to you the right to use the Ripoff Report Verified™ trademark and logo (the "Logo") provided to you pursuant to this Agreement on your website and in your marketing materials in a manner that does not cause confusion as to ownership.
  • B. Restrictions. You may not alter the Logo in any way. If we object to the manner, location, placement, or prominence of your usage of the Logo, you will modify your use to comply with the guidelines we provide you. You must discontinue using the Logo immediately upon expiration or termination of this Agreement.
• III. GENERAL TERMS AND CONDITIONS
• • A. Assignment/Third-Party Services. The parties agree that this Agreement is binding upon the parties, their heirs, successors, and assigns and some of the Services in connection with this Agreement may be provided by third parties.
  • B. Our Right to Assign/Subcontract. Subject to the Rules, you agree that we may transfer this Agreement and our rights and obligations hereunder (for example, a new owner of the Website) to any third party with notice to you, and in particular, but not limited to, a new owner of the Website, thereafter any amounts owing by you hereunder will be owed to any such transferee, free from rights of set-off or other defenses you may have, all of which you waive. You also agree that we may delegate our duties that arise hereunder to any subcontractors without notice to you.
  • C. Your Right to Assign. You agree that your assignment or transfer of any interest, right, or obligation in this Agreement, without obtaining our prior written consent, by operation of law or otherwise, is voidable by us if we so choose. At the same time, such consent will not be unreasonably withheld.
  • D. Notice. Except as may otherwise be specifically provided, the parties agree that all notices and other communications hereunder (other than those involving normal matters relating to our Service or Program, which may be delivered via e-mail so long as it is addressed to the appropriate party) shall be delivered via mail, courier, or facsimile to the address set forth by you in the enrollment process. If the notice to us is related to us being in default of this agreement, please refer to Section I(B)(4) for instruction on proper notice. For any other notice to us, you must e-mail such notice to legal@ripoffreportverified.com (titling the e-mail subject box "Ripoff Report Verified™ Program - Notice") with a copy to support@ripoffreportverified.com. You must also send a copy of the notice, by US mail, to Xcentric Ventures, LLC, Ripoff Report Verified™ Program Customer Service - Notice, PO Box 310, Tempe, Arizona 85280 and Dickinson Wright PLLC, 1850 N. Central Ave, Suite 1400, Phoenix, Arizona 85004-4568. You must also include the applicable identification number/login email, your company name and/or DBA name, your Contact name and phone number, and have your contact sign the notice. Notices and other communications may also, periodically, be delivered via e-mail or website publication as agreed to by the parties.
  • E. Term and Termination. The parties agree that this Agreement shall take effect on that date when you signed, digitally or otherwise, or have verbally acknowledged and accepted this Customer Service Agreement/Terms of Service - this may be in the form of a hard copy, an emailed agreement, or otherwise available on the site - and payment for the Program has been received by us and/or the third party assigned by us to collect such fees (the "Effective Date"). The parties agree that the initial term of this Agreement shall begin on the Effective date and shall continue in full force, on a month-to-month bases, or as may otherwise agreed to between the parties, but in no instance less than two (2) months time from the Effective date. Notwithstanding the forgoing, to the extent you were signed up for the Program via some entity other than Ripoff Report® though an opt-out offer, or any other special offer, the term under that special agreement will apply. By way of example, if you were placed in the Program through an opt-out process, and you exercise your option to opt out of the offer prior to the deadline given in the special offer, your membership in the Program will be cancelled according to the terms of the offer.
  • • E1. Your Termination of this Agreement. Unless otherwise agreed to by the parties, you understand and agree that this Agreement is for an initial term of two (2) months, and then automatically renews, on a month-to-month basis, each month thereafter. You understand that you may terminate this Agreement by providing us, and any applicable third-party billing entity (unless the billing agreement states otherwise), thirty (30) days written notice prior to the Effective Date of the Agreement renewal. You will be billed for any regularly scheduled billing that occurs within the thirty (30) days following the Termination notice.
    • E2. Our Termination of this Agreement. You agree that if you materially breach a term of this Agreement or any billing agreement associated herewith or that are otherwise applicable to you, we have the right to provide you with written notice of our intent to terminate this Agreement. To the extent applicable, you may be provided ten (10) business days from receipt of the termination notice in which to remedy the breach. Upon termination of this Agreement, you understand and agree that you will no longer be entitled to any of the benefits provided to you through this Program as described in further detail in Section III(E)(4).
    • E3. Amounts Due and Owing. You understand and agree that upon termination of this Agreement all amounts due and owing under this Agreement, including, but not limited to the billing agreement, shall be immediately due and payable in full, without demand or other notice of any kind.
    • E4. Termination of Benefits. You understand and agree that upon termination of this Agreement, you are no longer entitled to any of the benefits of the Program. You acknowledge that you do not own any of the advertising material provided to you by us, including but not limited to any and all of our trademarks or logos, including but not limited to the Verified logo(s) and/or seal(s), and agree to immediately cease use and certify destruction of or return, at your expense, all materials bearing any Marks. Absent a written agreement with us to the contrary, upon termination of this Agreement you agree to cease all representations that you are a member of the Program. You also understand and agree that upon termination of this Agreement that any un-posted Reports will be released from the hold and may be immediately posted to the website; that any text which has been injected, pursuant to the Program, into a Report may be removed; that your name and any accompanying information shall be removed from the Verified Directory; and that any other benefits of the Program shall cease immediately as if you were never enrolled in our Program.
    • E5. Reporting Termination. In the event of a termination of this Agreement, you acknowledge that we may receive requests as to the nature of the termination or may otherwise be required to report said termination to our third-party affiliates. Should such request or required reporting arise, you and/or your Company expressly agree and consent to such reporting in the event of termination and agree to waive and hold us harmless from and against, any and all claims, which you may have as a result of such reporting.
    • E6. Refund Policy. By Agreeing to the Terms of this Agreement, you have agreed to pay for a minimum of two (2) months worth of service fees, with an automatic monthly renewal thereafter, unless properly cancelled, as set forth in Section E1. These fees are non-refundable. To the extent you receive a special pricing schedule, based upon a flat fee or for a specific time period, all fees received are earned upon receipt and these fees are non-refundable. Notwithstanding the forgoing, should it be discovered, after you have initially paid for the Program but before your Company Profile has been approved by our fulfillment center, that you are ineligible for the Program because you fail to meet the criteria set forth in B1 (No Complaints on Ripoff Report®), you may be entitled to a full refund of the contract amount, excluding any applicable setup fees, or be entitled to a credit of the full amount paid towards one of the other Ripoff Report® programs. If you are ineligible for the Program, and a refund opportunity is due to you from Ripoff Report®, you will be notified by e-mail to the contact e-mail address that we have on file for your account; it can take up to thirty (30) days after cancellation of your contract to receive your refund. If you have not received your refund after thirty (30) days, please send an e-mail to support@ripoffreportverified.com, marked with high-priority (if available) with the subject box titled "Ripoff Report Verified™ Program - Refund Delay." We will investigate any matter within three (3) business days. To the extent you signed up for the Program via some entity other than Ripoff Report® your billing agreement identifies the party responsible for providing refunds and you will need to contact the appropriate responsible party. Ripoff Report® is not responsible for refunds where it is not the billing party.
  • F. Some Information About Your Privacy as it Specifically Relates to Marketing of Products and Services. We have established relationships with marketing partners, which enable us to offer the Program to customers like you. As we continue to develop and enhance the Program, and other products/services associated with Ripoff Report®, you may, from time to time, be contacted by these companies, or other independent companies, who are affiliated with and have otherwise contracted with the above referenced companies, to market new and/or additionally related products/services associated with Ripoff Report®. The general full text version of Ripoff Report®'s Privacy Policy can be viewed at http://www.ripoffreport.com/PrivacyPolicy.aspx. If you should have any questions about this Section or about our Ripoff Report®'s Privacy Policy, you can contact us by e-mail with your questions to legal@ripoffreportverified.com (titling the e-mail subject box "Ripoff Report Verified™ – Privacy Policy") with a copy to support@ripoffreportverified.com. You may also mail us a letter with your questions, by US mail, to Xcentric Ventures, LLC, Ripoff Report Verified™ Customer Service – Privacy Policy, PO Box 310, Tempe, Arizona 85280.
  • G. Representations, Warranties, Limitations on Liability, Exclusion of Consequential Damages.
  • • G1. Your Representations and Warranties. Without limiting any other warranties under this Agreement, you represent and warrant, to the extent applicable, as follows:
    • • a. To the extent applicable, you are duly organized, validly existing, and in good standing under the laws of the state of its corporate organization. You have all requisite power and authority, and all material consents, approvals, authorizations, orders, registrations, qualifications, licenses, and permits of and from all applicable public, regulatory, or governmental agencies and bodies, to own, lease, and operate its properties and conduct its business as now being conducted.
      • b. You have full power and authority to enter into this Agreement.
      • c. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby: (i) has been duly and validly authorized and approved by all necessary corporate action on your part; (ii) will not constitute default under or conflict with any material agreement or other instrument to which you are a party or by which you are bound; (iii) will not conflict with or violate any order, judgment, decree, statute, ordinance, or regulation applicable to your; and (iv) does not require the consent of any person or entity, other than those that will have been obtained prior to the date hereof. When executed and delivered by you, this Agreement shall constitute a valid and binding obligation on you enforceable against you in accordance with its terms.
    • G2. Our Representations and Warranties. Without limiting any other warranties hereunder, we represent and warrant that we possess the resources, expertise, knowledge, and skills necessary to perform the services contemplated in accordance with the terms and conditions of this Agreement.
    • G3. SERVICE AGREEMENT. THIS AGREEMENT IS A SERVICE AGREEMENT EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.
    • G4. INDIVIDUAL LIABILITY. EXCEPT AS OTHERWISE SET FORTH UNDER THIS AGREEMENT, IN NO EVENT SHOULD ANY PARTY BE LIABLE OR RESPONSIBLE UNDER ANY THEORY OF TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • G5. MAXIMUM LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (INCLUDING THE INDEMNIFICATION SECTION BELOW), OUR CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS SUITS, CONTROVERSIES, BREACHES, OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEEDING TWELVE (12) MONTHS. THIS SECTION SHALL NOT APPLY TO, OUR OBLIGATION TO DELIVER ANY AGREED UPON SETTLEMENT FUNDS TO YOU; WILLFULL MISCONDUCT OR GROSS NEGLIGENCE; OR VIOLATION OF INFORMATION SECURITY SET FORTH IN THIS AGREEMENT.
    • G6. Indemnification. The parties agree and indemnify each other from and against any losses, actions, causes of action, claims, demands, costs, liabilities, expenses, damages, sanctions, fines, legal fees, or penalties arising from: (i) a party's misrepresentation or breach of warranty, covenant, or any provision under this Agreement; (ii) a party's employees'/agents' fraud, gross negligence, willful misconduct, or failure to comply with this Agreement or the Rules; or (iii) actions where we have provided third-party indemnifications(s).
    • G7. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, without limitation, technological failures, lack of energy, raw materials or supplies, war, acts of terrorism, riot, acts of God, or governmental action. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long a such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.
    • G8. No Actions Pending. The Parties represent that they have not filed any complaints against each other, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, employees, and shareholders with any federal, state, or local court or agency.
    • G9. Release. The Parties hereby discharge and release one another and their agents from any and all claims, demands, debts, damages, suits, agreements, promises, which they ever had, now have, or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever which arises out of or is in any manner whatsoever either directly, indirectly, or otherwise connected or related to the Website. The Parties agree to only discuss one another in a positive light and to refrain from directly or indirectly making any comment about, or publishing any negative statements disparaging one another.
  • H. Arbitration of Claims. Pursuant to A.R.S. §§ 12-133(D) and 12-1501, any and all claims arising from or relating to this Agreement, that cannot be amicably resolved between us, shall be subject to binding arbitration. Arbitration of claims pursuant to this section shall take place in Phoenix, Arizona before the American Arbitration Association in accordance with its Commercial Arbitration Rules, or before any other mutually agreed arbitrator or arbitral entity. The costs of arbitration, including the arbitrator's fees, shall initially be paid equally by both parties, subject to reallocation by the arbitrator's final award. The party prevailing in arbitration shall be entitled to its reasonable attorney's fees and costs as part of the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof pursuant to A.R.S. § 12-1511.
  • I. Choice of Law; Venue; Waiver of Jury Trial. Should any event arise wherein the Arbitration of Claims clause is rendered invalid or is otherwise found to not be applicable, the Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Arizona and the federal laws which may be applicable herein. You understand and agree: (i) that any action or proceeding relating to a breach of this Agreement shall be brought in any court of competent jurisdiction in the State of Arizona, with preference given to the courts in Maricopa County, and for that purpose now irrevocably and unconditionally agree and submit to the jurisdiction of such Arizona court; (ii) that you irrevocably waive any right to, and will not, oppose any such Arizona court action or proceeding on any jurisdictional basis, including forum non conveniens; and (iii) will not oppose the enforcement against you in any other jurisdiction of any judgment or order duly obtained from an Arizona court as contemplated by this section. You irrevocably waive any and all rights you may have to a trial by jury in any judicial proceeding involving any claim relating to this Agreement. You additionally agree to waive personal service of process and consent that service of process upon you may be made by certified or registered mail, return receipt, at the address provided by you in your enrollment materials.
  • J. Successors Bound. This Agreement shall be binding upon the Parties hereto, their predecessors, successors, parents, subsidiaries, affiliates, assigns, agents, directors, officers, employees, former employees, and shareholders.
  • K. Severability. It is the intent of the parties hereto that all of the provisions set forth herein are severable and independent. In the event any of the provisions should be held to be invalid or unenforceable, all other provisions shall remain in full force and effect.
  • L. Due Diligence. Each of the Parties and their attorneys, if they have so chose, have made such investigation of the facts pertaining to this Agreement and all of the matters appertaining thereto as they deem necessary.
  • M. Signatures and Counterparts. This Agreement is not binding until (1) it is signed by you, in any form of "signature" as may be applicable, including, but not limited to a recorded verbal assent to the Terms of this Agreement, or an online click-through assent to the Agreement or similar; and (2) the initial payment referenced herein is received by us or our third-party designated billing agent. This Agreement may also be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by e-mail and/or facsimile may be used and shall be binding on all Parties.
  • N. Change in Structure. Neither party may circumvent this Agreement by changing names, corporate structures, or adding entities owned or operated by the same principal(s) for the purpose of evading their responsibility to the terms and conditions of this Agreement.
  • O. Entire Agreement and Waiver. The parties agree that this Agreement (along with any attached amendments or schedules (if applicable) constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes any previous agreements and/or understandings, regardless of the origin of such prior agreement. Our waiver of a breach of any term or condition under this Agreement or Rules shall not be deemed, under any circumstances, a waiver or any subsequent breach of the same or another term or condition herein.
  • P. Language of Agreement. You fully understand, acknowledge and confirm that this Agreement was prepared in English and further declare that you are completely satisfied with and understand the contents herein.