Pro General Conditions

A. These Moz Pro General Conditions (the “General Conditions”) are made between SEOmoz, Inc. (“Moz USA”), a Delaware corporation and You, as a subscriber to Moz USA’s Services (“Subscriber”), and establish the general terms and conditions under which Moz USA will provide certain subscription software services to Subscriber as more expressly described in one or more Subscriber Services Order Agreements (each a “Services Order”), or on www.moz.com. If Subscriber is executing a Services Order, each Services Order executed by Moz USA and the Subscriber will and does incorporate by reference these General Conditions into each such Services Order to make a single and separate agreement between the parties to the Services Order (each combining such General Conditions and executed Services Order referred to herein as the “Agreement”). If Subscriber is creating an account via Moz’s self-serve portal (such Subscriber, a “Self-Serve” Subscriber) on www.moz.com, Subscriber agrees to these General Conditions, which are also incorporated by reference as part of Subscriber’s Agreement. Each Agreement is effective on the effective date described in the Services Order applicable to the Agreement , or, if a Self-Serve Subscriber, on the date the Self-Serve Subscriber creates an account (the “Effective Date”).

B. With respect to each Agreement, in the event of a conflict in terms between the General Conditions and a Services Order incorporating the General Conditions, precedence shall be given to the applicable Services Order that directly conflicts with a term in these General Conditions.

C. Both parties agree that each Agreement is a true, correct and final record of the agreements of the parties and represents all rights and obligations of each party regarding the subject matter thereof. By agreeing to this Agreement both parties represent that they have thoroughly examined the schedules or other attachments constituting the Agreement, and are satisfied that all statements, representations, promises, inducements, or understandings of any kind made during negotiations for the Agreement are incorporated therein. Each Agreement takes effect notwithstanding any prior agreement in conflict with or at variance to it, and notwithstanding any correspondence or documents relating to the subject matter exchanged by the parties prior to the execution hereof. The Agreement (including all applicable schedules or other attachments) constitutes the entire agreement, and supersedes any and all prior agreements, between Moz and Subscriber with respect to the subject matter of the Agreement. For clarity, if any two Agreements have the same subject matter and overlapping Effective Dates, then the Agreement with the earlier Effective Date will be superseded and terminated by the Agreement having the later Effective Date. Moz USA retains the right to revise and update these General Conditions at any time for any reason in its sole and absolute discretion, effective immediately on posting the same to www.moz.com or www.mozcast.com (the “Sites”). The General Conditions will indicate at the beginning (top of the page) the date on which the current General Conditions were last revised and effective. It is Your responsibility to check the then-current General Conditions for any changes. YOU AGREE THAT THE MOST RECENT VERSION OF THESE GENERAL CONDITIONS LEGALLY BINDS YOU FOR ANY OF YOUR ACCESS OR USE OF THE SITES AND ANY SERVICES, AND YOU FURTHER AGREE THAT THE MOST RECENT TOU VERSION SUPERSEDES AND REPLACES THE PRIOR VERSION AND BINDS YOU FOR THE ENTIRETY OF ANY UNEXPIRED AND ACTIVE TERMS OF YOUR SUBSCRIPTIONS TO ANY SERVICES.

1. DEFINITIONS

1.1 In this Agreement, capitalized terms have the following meanings:

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Malicious Code" means viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs.

"Services" has the meaning ascribed to it in each applicable Services Order or on www.moz.com.

“Users” means Your employees or contractors.

"We", "Us", or "Our" means Moz USA (SEOmoz, Inc.), having an office at 114 5th Avenue, 15th Floor, New York, NY 10011.

"You" or "Your" means the company or other legal entity set forth under the heading SUBSCRIBER in the applicable Services Order or the Self-Serve Subscriber account.

2. SUBSCRIPTION SERVICES PROVISION. We shall make the Services available to You pursuant to this Agreement during the Term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

3. SERVICE RESPONSIBILITIES

3.1 Our Responsibilities. We shall: (a) provide to You basic support for the Services at no additional charge; (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give at least 1 business days’ notice wherever possible via the Services and which We shall schedule to the extent practicable during the weekend hours from 9 p.m. Pacific time on Saturday to 3 a.m. Pacific time Sunday, or (ii) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or other third party failures or delays (including but not limited to Internet or data service providers); and (c) provide the Services only in accordance with applicable laws and government regulations.

3.2 Your Responsibilities. You shall (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use; and (b) use the Services only in accordance with this Agreement and all applicable laws and government regulations. You shall not (c) make the Services available to anyone other than Users; (d) sell, resell, rent or lease the Services; (e) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) use the Services to store or transmit Malicious Code; (g) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (h) attempt to gain unauthorized access to the Services or their related systems or networks.

3.3 Acknowledgement. Notwithstanding anything else contained in this Agreement (including in another schedule), You acknowledge that Our provision of the Services is dependent upon the supply of data and other services from third parties that are not controlled by Us, and that interruption or delay of the Services (whether in whole or in part) due solely to the acts or omissions of a third party will not constitute a breach of Our obligations under this Agreement. You further acknowledge that We may condition or alter the Services in any way for Our business needs including but not limited to service optimization, performance, or architectural reasons.

4. SERVICES ORDER FEES AND PAYMENT

The provisions of this Section 4 are applicable to all subscribers who execute a Services Order:

4.1 Service Fees. You shall pay all fees for the Services (“Service Fee(s)”) as set out in the applicable Services Order. Except as otherwise specified in the applicable Services Order: (a) fees are quoted and payable in US dollars; (b) fees are based on services purchased and not actual usage or perceived usefulness of the Services; and (c) Services payment obligations are non-cancelable and Service Fees paid are non-refundable. Except as specifically stated in the applicable Services Order, all Service Fees are exclusive of all taxes applicable to the provision of the Services by Us.

4.2 Invoicing and Payment. We will invoice You on an annual or monthly basis depending on the Services, unless provided differently on an applicable Services Order with respect to any particular Services. Payment of amounts due hereunder will be made by You to Us within thirty (30) days of the date of the invoice, unless provided differently on an applicable Services Order with respect to any particular Services. If any invoice is disputed, the disputed amount will be due and payable within thirty (30) days after resolution of such dispute.

5. SELF-SERVE FEES AND PAYMENT

The provisions of this Section 5 are applicable to all Self-Serve subscribers:

5.1 Service Fees. You shall pay all Services Fees as presented in the Self-Serve portal. You must agree to the payment terms presented at the time You sign up for any Services. You are responsible for acting prior to renewal if You do not want to renew automatically. You may not receive notice of Your renewal after subscribing, and You must visit Your “Subscription and Billing” page to find out when Your subscription renews. Subscriptions recur either monthly or annually in most cases, depending on the renewal term You choose on signup. You must ensure that the credit card information used for Your account or subscription is current and accurate, and that You are authorized to use that credit card. We may implement fraud-protection measures anytime including, without limitation, temporarily charging small amounts to validate Your credit card and authorization.

5.2 No Refunds. We will not provide You any refunds at any time. If You cancel Your subscription, We are not obligated to refund fees for any portion of Your subscription term. If You choose to downgrade Your subscription during Your subscription term, You may be entitled to pay a lower, prorated amount as of the date of renewal, but You are not entitled to any refund at any time.

5.3 Multiple Subscriptions. Each subscription has a credit card associated with it. If a subscription is suspended for inability to process that credit card, and You subscribe to a second Moz Service while that first Service is suspended (e.g. changing the credit card for the new subscription) but before the original subscription is canceled (currently 18 days, subject to change), We may use the valid payment credit card for the second subscription to reinitiate the suspended Service.

6. ADDITIONAL FEES AND PAYMENT PROVISIONS

The provisions of this Section 6 are applicable to all subscribers:

6.1 Overdue Charges. If any fee payments are not received from You by the due date, then at Our discretion: (a) such charges may accrue late interest 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; and/or (b) We may condition the continued provision of Services on (i) payment of all outstanding amounts; and/or (ii) payment terms shorter than those specified herein.

6.2 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 10 or more calendar days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

6.3 Payment Disputes. We shall not exercise Our rights under Section 6.1 (Overdue Charges) or 6.2 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

6.4 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our net income, property and employees.

7. PROPRIETARY RIGHTS

7.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all right, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

7.2 Restrictions. You shall not (a) permit any third party to access the Services; (b) create derivative works based on the Services; (c) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes; (d) reverse engineer the Services or any part thereof; or (e) access the Services in order to (i) build a competitive product or service to the Services; or (ii) copy any features, functions or graphics of the Services.

7.3 Ownership of Your Information. As between Us and You, You own all rights, title and interest in and to all Confidential Information (defined below) You provide to Us.

7.4 Suggestions. Notwithstanding the foregoing, You agree that We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You or on Your behalf relating to the operation of the Services.

7.5 You acknowledge and agree that We shall have the right to use Your name and/or logo on the client identification portion of Our website, and You hereby grant Us a license to all rights required for the lawful reproduction of Your name and/or logo on such page. In addition, You acknowledge and agree that We shall have the right to use Your name and/or logo on Our other promotional materials, provided Your consent is obtained, in advance. In this regard, You will have a period of 72 hours, commencing upon Your receipt of materials from Us requiring the Your approval, in which to review such items and notify Us in writing of Your irrevocable approval or disapproval of same (and, if disapproval, the reasons therefor in reasonable particularity). If You fail to so notify Us, You shall be deemed to have approved such material. Once approval is provided by You (whether actual or deemed), it shall be irrevocable. New approval need not be sought by Us if We are reusing materials which have been previously approved by You.

8. CONFIDENTIALITY

8.1 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. Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

8.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party: (a) 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) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) the Receiving Party shall 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.

8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

9. WARRANTIES AND DISCLAIMERS

9.1 Our Warranties. We warrant that, subject to Section 3.3, the functionality of the Services will not be materially decreased during the Term. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 13.2 (Termination for Cause) below.

9.2 Mutual Warranties. Each party represents and warrants that: (a) it has the legal power to enter into this Agreement; and (b) it will use customary practices and efforts to prevent transmitting to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).

9.3 Your Warranties. You represent and warrant that You assume sole responsibility for: (a) determining that the Services meet Your business requirements; and (b) the results obtained from the Services.

9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.5 Exclusion Concerning Public Data. Notwithstanding anything else contained in this Agreement (including a schedule), You acknowledge that to the extent the results of any Services are derived from data or other services from third party external sources (“Third Party Data”), We make no representation or warranty of any kind regarding Third Party Data, all of which is received by You “as-is”.

10. MUTUAL INDEMNIFICATION

10.1 Indemnification by Us. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim provided, that You: (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance, at Our expense. Further, if any Service is found to infringe any copyright, trade secret or Canadian or United States patent of any third party or We determine that it is likely that an injunction or similar remedy will be granted in favor of a third party preventing further use of the allegedly infringing Service, We will use commercially reasonable efforts to either: (d) acquire the right for You to continue to use the infringing Service in accordance with this Agreement; or (e) modify the infringing Services to avoid or correct the noncompliance. If We do not accomplish (d) or (e) above within a reasonable time period after receipt of Your notice of the noncompliance, then We will refund to You the fees You pre-paid to Us for any Service You were unable to use as a result of Our not being able to provide the remedy in (d) or (e).

10.2 Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your data, or Your use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We: (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense.

10.3 Exclusive Remedy. This Section 10 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.

10.4 Limitation. Notwithstanding anything in this Agreement, We shall have no liability for any Claim resulting from: (a) any combination, operation or use of the Services with any other software or other product not recommended, reasonably contemplated for use with, or authorized by Us; (b) any modification of the Services or any deliverables derived therefrom not authorized by Us; (c) the combination, operation, or use of any Services or any deliverables derived therefrom with any service, product or data that We did not provide, provided such service, product, or data are not required for the operation of, or may not otherwise be reasonably considered to be used with, such Services or any deliverables derived therefrom; (d) Our use of Your assets provided to Us so that We can perform Services where the claim of infringement is based on the asset provided by You; or (e) the use or possession of any Third Party Data, whether alone or as part of any Services or any deliverables derived therefrom.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU TO US UNDER THE AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 (FEES AND PAYMENT FOR PURCHASED SERVICES).

11.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12. FORUM, MANDATORY ARBITRATION, AND CLASS ACTION WAIVER. If You have a billing address in the United States, this section applies. The parties to this Agreement will submit all disputes arising under this Agreement to arbitration in New York City, New York, before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in New York. By agreeing to this Agreement, the parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that the parties are each waiving a right to a trial by jury or to participate in a class action. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent either party from obtaining an injunction.

13. TERM AND TERMINATION

13.1 Term. The term of this Agreement will commence on the Effective Date set forth on the applicable Services Order and continue for that period set out in such Services Order, or for the duration selected via the Self-Serve portal, unless earlier terminated as provided herein (the “Initial Term”). This Agreement shall automatically renew for the same period as the Initial Term upon the terms and conditions (a “Renewal Term”, and together with the Initial Term, the “Term”) at the end of the Initial Term or at the end of any applicable prior Renewal Term, as the case may be, unless otherwise set forth on each applicable Services Order specifically with respect to any of the Services.

13.2 Termination for Cause. A party may terminate this Agreement for cause: (a) upon reasonable prior written notice (not to exceed thirty (30) days) to the other party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all Services after the effective date of termination. Upon any termination for cause by Us, You shall pay for all Services previously performed and any unpaid Service Fees covering the remainder of the Term after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

13.3 Termination for Convenience. Subscribers with a Services Order may terminate this Agreement for convenience only upon thirty (30) days prior written notice to Us prior to the end of the Initial Term or any Renewal Term, as applicable. Following the effective date of such termination: (a) We will not be obligated to continue performing any Services; (b) You will pay Us for all Services performed for the period prior to the effective date of termination; (c) You will not be obligated to pay Us for any Services performed or expenses incurred after the effective date of such termination unless You have committed to fees through the Term as set forth on an applicable Services Order specifically with respect to any of the Services; and (d) neither party will have any obligation or liability to the other for anticipated revenues or profits based upon this Agreement or for any costs or expenses incurred in anticipatory reliance upon this Agreement, on account of any termination of the Services.

13.4 Subscription Cancellation. Self-Serve subscribers may cancel their subscription to the Services at any time. For security, an email or phone call to Us is not sufficient to cancel Your Services subscription. You may cancel by selecting the cancel button on Your “Subscription and Billing” page. Cancellation does not entitle You to any refund whatsoever. You will continue to have access to the Sites and Services You have paid for until the end of Your subscription term, but will lose access if the subscription is not in good standing.

13.5 Conclusion of Term. Following any termination or expiration of this Agreement: (a) each party will pay to the other all fees and other amounts payable in accordance with this Agreement; (b) at Your request, We will make Our staff available to assist with any transition of the Service on mutually agreeable hourly rates; (c) except as arranged between the parties, We will destroy all of Your electronic data in Our possession or under Our control; and (d) each party will return or destroy as reasonable any Confidential Information or property of the other party (other than that destroyed as provided above) within ten (10) days from the effective date of such termination.

13.6 Surviving Provisions. Sections 4 (Services Order Fees and Payment), 5 (Self-Serve Fees and Payment, 6 (Additional Fees and Payment Provisions), 7 (Proprietary Rights), 8 (Confidentiality), 9.4 (Disclaimer), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12 (Arbitration), 13 (Term and Termination) and 14 (General Provisions) shall survive any termination or expiration of this Agreement.

14. GENERAL PROVISIONS

14.1 Manner of Giving Notice. All notices, authorizations, and requests in connection with this Agreement will be deemed given: (a) three (3) days after they are deposited in the local mails, postage prepaid, certified or registered, return receipt requested; (b) one (1) day after they are sent by air express courier, charges prepaid; or (c) on the day of transmittal if sent by facsimile or email, and in each case to the address set forth above for Moz USA (SEOmoz, Inc.) as set forth in Section 1 above or to such other address as the party to receive the notice or request so designates by written notice to the other. Any email notice to Moz USA must be emailed to legal@mozgroup.com.

14.2 Governing Law. Each party irrevocably agrees that all related matters shall be governed by the laws of the state of New York, without regard to any rules relating to conflict of laws.

14.3 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

14.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

14.5 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

14.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

14.8 Assignment. 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 Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination by Us, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Updated March 23, 2023