AGENCY TOOL CHEST, LLC

These Master Terms and Conditions of Use (“Terms and Conditions”), together with any Orders, and any other materials attached or incorporated by reference, constitute the entire agreement between you and Agency Tool Chest, LLC., a Delaware corporation, having a principal place of business at 1202 Ridge Crest Rd, Mansfield, Texas 76063 (“AgencyToolChest”, “us”, or “our”), regarding your access to, and use of, any Services provided by AgencyToolChest (collectively, this “Agreement”). If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to this Agreement.

You may not access any Services unless, and by accessing the Services you represent and warrant that, you (1) if an individual, are at least 18 years of age, (2) are not in any manner affiliated with a competitor of AgencyToolChest, (3) will not access the Services to monitor their availability, functionality, or for any other benchmarking or competitive purposes, (4) or any entity that you are affiliated with, have not at any time breached a contract with AgencyToolChest, and (5) accept and agree to be bound by the provisions of this Agreement.

2. Subscription.

2.1 Provision of the Services. The Services are purchased as subscriptions. During the Subscription Term, we will (a) make the Services available to you pursuant to this Agreement and the applicable Orders, and (b) use commercially reasonable efforts to provide the Services for remote electronic access and use by you and your Users.

2.2 Usage Restrictions. You will not, directly or indirectly, (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or other underlying AgencyToolChest Technology; (b) modify, copy, reproduce, display to third parties, translate, or create derivative works based on (i) the Services or (ii) any AgencyToolChest Technology; (c) rent, lease, distribute, sell, resell, assign, or otherwise purport to transfer rights to the Services or any AgencyToolChest Technology; (d) use the Services or any AgencyToolChest Technology for timesharing or service bureau purposes or otherwise for the benefit of any third party; (e) remove any proprietary notices from the Services or any AgencyToolChest Technology; (f) publish or disclose to third parties any evaluation of the Services or any AgencyToolChest Technology without AgencyToolChest's prior consent; (g) create any link to the Services or frame or mirror any Content contained on, or accessible from, the Services, without AgencyToolChest's prior written consent; (h) authorize, permit, or otherwise allow more than the specified number of authorized Users on the Order to access the Services; (i) assert, authorize, assist, or encourage any third party to assert, against AgencyToolChest or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any AgencyToolChest Technology you have used; or (j) use AgencyToolChest Technology in any manner or for any other purpose other than as expressly permitted by this Agreement. If you permit individuals other than Users to access the Services (“Unpermitted Individuals”), you will be charged User subscription Fees commensurate with the number of Unpermitted Individuals who used the Services.

3. Use of Services.

3.1 Resources. You are responsible for obtaining and maintaining all computer hardware, software, communications equipment, facilities and equipment needed to access the Services, and for paying all third-party access charges (e.g., charges of Internet or telecommunications service providers) incurred in connection with using the Services.

3.2 Your Responsibilities. You are solely responsible for your actions and the actions of your Users (and any of your other employees or agents) while using the Services and any Customer Data and other information or materials that may be stored or transmitted through your use of the Services, and you agree: (a) to comply with all local, state, national, and international laws and regulations applicable to your use of the Services, including the Telephone Consumer Protection Act, CAN-SPAM Act, and the rules and regulations implemented pursuant thereto or by the Federal Communications Commission or any other government agencies, the laws and regulations of any country, and, including without limitation, all laws regarding the transmission of conversational, informational, and promotional communications, whether via electronic mail, text message, or otherwise, and the collection of personal data by or through the Services; (b) not to upload or distribute in any way files that contain viruses, corrupted files, or any other software code that may damage the operation of the Services or any other computers or facilities; (c) not to interfere with or disrupt networks or facilities used in providing, or that are connected to, the Services; (d) not to post, promote or transmit through the Services any material that is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (e) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (f) not to interfere with any other customer's use and enjoyment of the Services or any another person or entity's use and enjoyment of services provided by AgencyToolChest or any third party; and (g) to comply with all regulations, policies and procedures of networks connected to the Services. You acknowledge that the laws and regulations governing the use of the Services may change from time to time. You acknowledge and agree that AgencyToolChest neither endorses the contents of any of its customers' communications, nor assumes any responsibility for the time, place, manner, or contents of any such communications or Customer Data. You further acknowledge and agree that AgencyToolChest has the right, but not the obligation, to implement mechanisms to screen, monitor, modify, and remove any Customer Data or other content posted or stored on the Services or transmitted through the Services, at any time, which violates this Agreement, without notice. Additionally, and without limiting the generality of the foregoing, you represent and warrant that you have obtained from your prospective and existing customers all effective authorizations, consents, and approvals required under applicable law regarding telephone, electronic mail, and text message communications, including without limitation, the Telephone Consumer Protection Act, CAN- SPAM Act, and the rules and regulations implemented pursuant thereto or by the Federal Communications Commission or any other government agencies.

3.3 Customer Support. “AgencyToolChest Support Services” includes customer support in the form of self-administered help notes at www.AgencyToolChest.com. Basic email and telephone support through AgencyToolChest's customer service department is available with the purchase of one or more of AgencyToolChest's packages of implementation and training Services, and is accessible only to Users who have completed AgencyToolChest's standard System Administrator Training. Unintended or improper use of the Services or breach of this Agreement may, at AgencyToolChest's sole discretion, void your access to customer support. AgencyToolChest does not provide support for integrations between the Services and third party applications unless otherwise expressly agreed between the Parties in writing. If found that you have utilized AgencyToolChest Support Services in matters relating to a non-supported third party integration or an unintended or improper use of the Services, you agree to reimburse AgencyToolChest for all costs incurred by AgencyToolChest in the providing of such Services and to pay AgencyToolChest professional services Fees, billable at the then-current hourly rate.

3.4 Use and Data Limitations. AgencyToolChest reserves the right to establish, and to update and otherwise modify, limitations upon the use of the Services from time to time upon written notice to you. For example, AgencyToolChest may implement a maximum amount of memory or other computer storage, a maximum amount of Customer Data that you may store, post or transmit on or through the Services, and implement limitations on the size, frequency, timing, or other manner of messages transmitted using the Services. You will be responsible for maintaining an archive or back-up copy of all Customer Data and AgencyToolChest will have no liability for any loss of Customer Data.

3.5 Third Party Interactions. In your use of the Services, you may enter into correspondence with, or may receive communications from, advertisers, sponsors, or other persons promoting their goods and/or services through the Services. Any such activity, any purchases of goods or services you may make from such persons, and any terms, conditions, warranties or representations associated with such activities are solely between you and the applicable third party. AgencyToolChest and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchases or promotions. AgencyToolChest does not endorse any sites or services that are linked to or otherwise mentioned on the Services. AgencyToolChest provides any links or references to third-party products and services to you only as a matter of convenience, and in no event will AgencyToolChest or its licensors be responsible for any content, products, or other materials available from such third parties. AgencyToolChest provides the Services to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. AgencyToolChest shall in no way be responsible for any adverse effects caused by the use of third-party applications in conjunction with the Services, and you assume full responsibility for the use of such applications and their effect on the Services.

3.6 No Solicitation. During any Subscription Term, and for a period of three years following the expiration or termination of any Subscription Term, (a) you agree not to solicit or influence any employee or contractor of AgencyToolChest to leave employment or terminate an engagement or relationship with AgencyToolChest, and (b) if you are approached by an employee or contractor of AgencyToolChest concerning employment or an engagement, you agree to notify AgencyToolChest a least 30 days prior to making an offer of employment or engagement to such employee or contractor.

3.7 Additional Policies and Guidelines. Certain Services, and certain features or capabilities of some of the Services, may be subject to terms and conditions particular to such Services, features, and capabilities. Any such additional terms and conditions may be set forth in policies, guidelines, and similar documents that may be posted on the Services or otherwise made available to you from time to time. You must comply with any and all such policies and guidelines, all of which are incorporated into this Agreement.

4. Fees and Payment.

4.1 Subscription Fees. You will pay all Fees and other charges described and otherwise referenced in this Agreement or any Order (“Fees”) in advance (e.g., monthly or annually) in accordance with your billing frequency and subscription. In the event you are unable to pay all Fees in advance, you will be charged a 3% billing processing fee. You are responsible for paying for all User subscriptions ordered for the entire Subscription Term, whether or not such User subscriptions are actively used. The quantity of User subscriptions cannot be decreased during the Subscription Term. Any monthly Subscription Terms will continue month-to- month and automatically renew unless and until you cancel your Subscription Term at least 14 days before the next Billing Period or we terminate your Subscription Term, or as otherwise set forth in a written Order. Any annual Subscription Terms will automatically renew at the then- effective annual Subscription Term rate, unless you provide AgencyToolChest with written notice of termination at least 30 days prior to the end of such annual Subscription Term or any renewal term, as applicable. We may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. AgencyToolChest reserves the right to modify its Fees and to introduce new Fees at any time, upon at least 30-days' prior notice to you.

4.2 Adding/Transferring Users and Services. A Subscription Administrator may add subscriptions for additional Users by executing an additional written Order or within your account. Added subscriptions will be subject to the following: (a) added subscriptions will be coterminous with the then existing Subscription Term; (b) the subscription Fee for the added subscriptions will be the subscription Fee in the applicable Order; and (c) subscriptions added will be charged pro-rata for the days remaining in the Subscription Term in which they are added.

4.3 Billing and Payment. You agree to provide and maintain complete and accurate billing and contact information in the Services. You must provide AgencyToolChest approved purchase order information, a valid and current credit card, or bank account information (“Payment Source(s)”) as a condition to signing up for and continuation of the Services. You agree to and authorize AgencyToolChest to invoice or collect payment for all outstanding Fees, on the due date of Fees, from the Payment Sources provided by you. You further agree to consistently maintain a Payment Source or credit balance available to AgencyToolChest for payment of Fees.

4.4 Billing Errors. You must contact AgencyToolChest in writing no later than 45 days after the date of the applicable invoice to report a billing error. If an error notice is not received within 45 days of the date of the invoice, then such invoice shall be final, you waive any right to an adjustment or credit, and you agree to pay the amount billed in full.

4.5 Refund Policy. All transactions between you and AgencyToolChest, whether paid monthly or annually, are final and non-refundable. AgencyToolChest does not issue refunds, credits, or any prorated adjustments for transactions or Services that have been paid for by you, except as may be otherwise provided in a written Order.

4.6 Taxes. All Fees are exclusive of applicable state, federal, national, withholding and VAT taxes, and applicable customs duties or tariffs (collectively “Taxes”). You will be responsible for the payment of all Taxes applicable to the Services provided under this Agreement, except for taxes based on AgencyToolChest's income, property and employees. If AgencyToolChest has the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount will be invoiced to you for payment, unless you provide to AgencyToolChest a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Term and Termination.

5.1 Term. These Terms and Conditions commence on the Effective Date and continue until all User subscriptions and Subscription Term(s) granted in accordance with this Agreement have expired or been terminated. User subscriptions commence on the Subscription Start Date and continue for the Subscription Term specified in your applicable Order.

5.2 Termination or Suspension for Cause. Any breach of your obligations under this Agreement will be deemed a material breach of this Agreement. AgencyToolChest, in its sole discretion, may terminate, suspend, or otherwise restrict your password, account or use of the Services if you breach or otherwise fail to comply with any of your covenants, representations, or warranties in this Agreement. Where the breach is for non-payment, you shall have ten days following receipt of written notice by AgencyToolChest to cure the breach for past due amounts owing before AgencyToolChest may terminate this Agreement. You will continue to be charged for User subscriptions during any period of suspension or while your account is otherwise limited or restricted. Upon termination of this Agreement for cause, if you have not paid all Fees for the then-current Subscription Term, you agree to pay the sum of any unbilled Fees from the then-current Subscription Term, in addition to any unpaid balances at the time of termination of this Agreement. AgencyToolChest reserves the right to impose a reconnection Fee in the event that your account is suspended.

5.3 Customer Data. AgencyToolChest will retain Customer Data for a period of 30 days after expiration or termination of this Agreement or any Subscription Term and may, in its sole discretion, obtain such Customer Data for a longer period. You may request that AgencyToolChest conduct an export of Customer Data by providing AgencyToolChest written notice, and AgencyToolChest agrees to provide such Services, as soon as reasonably practical based on AgencyToolChest's available resources, after receiving such written request at its then current rates on a time and materials basis. You agree and acknowledge that AgencyToolChest has no obligation to retain the Customer Data for longer than 30 days after termination or expiration of this Agreement or any Subscription Term; provided, however, that AgencyToolChest, and its successors and assigns, may store and continue to retain and use Anonymized Data indefinitely and without limitation.

5.4 Survival; Effect of Termination. This Section 5.4, Section 2.2 (Usage Restrictions), Section 4 (Fees and Payment), Section 6 (Proprietary Rights), Section 7 (Confidentiality, Privacy and Publicity), Section 8 (Warranties and Disclaimers), Section 9 (Indemnification), Section 10 (Limitation of Liability), and Section 11 (General) will survive any termination or expiration of this Agreement or any Subscription Term. In no event will any termination or expiration of this Agreement relieve you of any obligations or liability accrued prior to termination including, without limitation, the obligation to pay any Fees payable to AgencyToolChest.

6. Proprietary Rights.

6.1 Intellectual Property Ownership. AgencyToolChest (and its licensors, where applicable) will exclusively own all right, title and interest, including all related Intellectual Property Rights, in and to the Services, the AgencyToolChest Technology, and any modifications thereto or derivative works thereof. Further, AgencyToolChest will exclusively own any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Services or AgencyToolChest Technology (the “Feedback”). You hereby assign, and agree to assign, any and all right, title, and interest, including all related Intellectual Property Rights, in and to the Feedback and any modifications to, or derivative works of, the Services and the AgencyToolChest Technology. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the AgencyToolChest Technology or the Intellectual Property Rights owned by AgencyToolChest or its licensors, where applicable. The AGENCYAgencyToolChest.com name, the AGENCYAgencyToolChest.com logo, and the product names associated with the Services are trademarks of AgencyToolChest or third parties, and no right or license is granted to use them. Other trademarks, logos, and trade names that may appear on the Services are the property of their respective owners. AgencyToolChest reserves to itself all rights in and to the Services and AgencyToolChest Technology not expressly granted to you in accordance with this Agreement.

6.2 Customer Data and Account Information.

6.2.1 Customer Data. You grant to AgencyToolChest an irrevocable, non- exclusive, royalty-free, fully paid up, perpetual, sub-licensable, worldwide license to use, reproduce, publish, distribute, perform, further anonymize, assemble, categorize, and display any and all Anonymized Data. AgencyToolChest may access Customer Data to service or respond to technical issues with the Services. AgencyToolChest will exclusively own and retain all right, title, and interest in and to the Anonymized Data and, to the extent necessary, you hereby automatically assign to AgencyToolChest all right, title and interest, including all Intellectual Property Rights, in and to all Anonymized Data or any portion thereof. AgencyToolChest shall be free to sell, transfer, assign, license, or use in any way the Anonymized Data without the permission or consent of you or any other party and without compensation.

You will retain all ownership of Customer Data (other than Anonymized Data) that you submit to the Services in the course of this Agreement. You, not AgencyToolChest, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and right to use all Customer Data. You will ensure that you and AgencyToolChest have the right to use Customer Data as contemplated by this Agreement, and you hereby grant, and agree to grant, AgencyToolChest the right to use all Customer Data for the purposes set forth in this Agreement. AgencyToolChest will take commercially reasonable measures to protect Customer Data on the Services. However, AgencyToolChest is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Customer Data. Except as permitted in this Agreement, AgencyToolChest will not willfully (a) edit or delete Customer Data unless (i) authorized by you, (ii) AgencyToolChest is required to do so by law, or (iii) in the good faith belief that such action is necessary to: (A) conform with applicable laws or comply with legal process served on AgencyToolChest, (B) protect and defend the rights or property of AgencyToolChest, or (C) enforce this Agreement; or (b) disclose Customer Data unless (i) authorized by you, (ii) AgencyToolChest is required to do so by law, or (iii) in the good faith belief that such action is necessary to conform with applicable laws or comply with legal process served on AgencyToolChest.

6.2.2 Customer Email Data. If you are subscribed to AgencyToolChest email Services, you grant to AgencyToolChest an irrevocable, non-exclusive, royalty-free, fully paid up, perpetual, sub-licensable, worldwide license to use, reproducqe, publish, distribute, perform, and display Customer Email Data, including personally identifiable information, for the limited purpose of, from time to time, offering to you Services, developing new services, and operating the Services and related services.

7. Confidentiality, Privacy and Publicity.

7.1 Confidentiality. “Confidential Information” means any information that relates to the actual or anticipated business, research, or development of AgencyToolChest and any proprietary information, trade secrets, and know-how of AgencyToolChest that is disclosed to you by AgencyToolChest, directly or indirectly, in writing, orally, or by inspection or observation of tangible items. Confidential Information includes, but is not limited to, research, product plans, products, services, customer lists, development plans, inventions, processes, formulas, algorithms, technology, designs, drawings, marketing, finances, and other business information, along with information received from third parties for which AgencyToolChest has confidentiality obligations. As between you and AgencyToolChest, Confidential Information is the sole property of AgencyToolChest. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time AgencyToolChest disclosed the information to you, (b) became publicly known and made generally available, after disclosure to you by AgencyToolChest, through no wrongful action or inaction of you or others who were under confidentiality obligations, or (c) was in your possession, without confidentiality restrictions, at the time of disclosure by AgencyToolChest, as shown by your files and records. You agree not to disclose any Confidential Information to any third party or use the Confidential Information for any purpose other than use and receipt of the Services in accordance with this Agreement. You will take all reasonable precautions to prevent any unauthorized disclosure of all Confidential Information.

7.2. Security

7.2.1 Privacy Policy. You will maintain written privacy policies governing the use of the data you collect using the Services and you agree to abide by them.

7.2.2 Passwords. AgencyToolChest will issue to you, or shall authorize a Subscription Administrator to issue, a password for each User authorized to use your account for whom you have paid the applicable Fees. You and your Users must maintain the confidentiality of all passwords and ensure that each password is used only by the unique authorized User to whom such password is assigned. You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify AgencyToolChest of any unauthorized use of your account (including any unauthorized use of any password of any User accessing the Services by means of your account) or any other breach of security known to you. AgencyToolChest will have no liability for any loss or damage arising from your failure to comply with these requirements.

7.2.3 Security. AgencyToolChest will maintain the AgencyToolChest Technology used to provide the Services at third party colocation, hosting, and telecommunication facilities, where they are subject to commercially reasonable security precautions to prevent unauthorized access to the Services. You acknowledge that, notwithstanding such security precautions, unauthorized third parties may gain access to the Services and to any or all Customer Data. Accordingly, AgencyToolChest cannot and does not guarantee the privacy, security, or integrity of any Customer Data or of any other data transmitted by or through the Services.

7.3 Publicity. AgencyToolChest may use your name and logo as part of a list of customers and may refer to you as a user of its Services in its advertising and marketing activities. Each Party shall obtain the other Party's permission prior to using the other Party's name, logos, or other trademarks for any other marketing or promotional purposes. The Parties agree that any press release or other public comments issued by either Party relating to this Agreement (including, without limitation, any dispute under this Agreement), or your subscription to or use of the Services, will be prepared jointly between AgencyToolChest and you and will be issued only upon mutual agreement of the Parties.

7.4 U.S. Defends Trade Secrets Act. The Parties are hereby notified in accordance with the U.S. Defend Trade Secrets Act of 2016 that a Party will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a U.S. federal, state or local government official, either directly or indirectly, or to an attorney representing such Party, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Parties are further notified that if a Party employee files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the employee may disclose the employer' trade secrets to his or her attorney and use the trade secret information in the court proceeding if the employee: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.

8. Warranties and Disclaimers.

8.1. Mutual Representations and Warranties. Each Party represents and warrants that (a) it has the legal right, power and authority to enter into this Agreement and to perform all of its obligations under this Agreement, and (b) its entrance into this Agreement does not violate any agreement between such Party and any third party.

8.2 Warranty Disclaimer. AgencyToolChest AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. AgencyToolChest AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (a) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA, (b) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (c) ANY STORED CUSTOMER DATA WILL BE SECURE, COMPLETE, TIMELY, ACCURATE OR RELIABLE, (d) THE QUALITY OF THE SERVICES OR ANY OTHER INFORMATION, ITEMS, OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (e) THE SERVICES WILL BE FREE FROM ERRORS OR DEFECTS OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, OR (f) THE SERVICES, THE CONTENT, OR THE EQUIPMENT OR FACILITIES USED TO MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AgencyToolChest AND ITS LICENSORS. NO ADVICE, INFORMATION OR ACTION FROM AgencyToolChest OR ANY OTHER SOURCE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.3 Communications Delays and Outages. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, OUTAGES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, TELEPHONY, AND ELECTRONIC COMMUNICATIONS. AgencyToolChest IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

9. Indemnification.

You, including any of your parent organizations, subsidiaries, and other affiliates, will indemnify and hold harmless (and, if requested by AgencyToolChest, defend and protect) AgencyToolChest, its parent organizations, subsidiaries, other corporate affiliates, and licensors, and their respective officers, directors, employees, attorneys and agents (each, an “AgencyToolChest Indemnified Party”), from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your use of the Services; (b) any claim alleging that transmission, storage, or other use of Customer Data infringes the rights of, or has caused harm to, a third party; (c) any claim alleging violation of the Telephone Consumer Protection Act, CAN-SPAM Act, or any related consumer protection law or privacy law, or any rules or regulations implemented pursuant to such laws or by the Federal Communications Commission or any other government agencies; or (d) a claim alleging or based upon any facts that, if true, would constitute a violation by you of any of your covenants, representations, or warranties in this Agreement. If AgencyToolChest requests that you defend AgencyToolChest or any AgencyToolChest Indemnified Party, you will defend AgencyToolChest and all such Indemnified AgencyToolChest Parties at your sole cost and expense, and AgencyToolChest will (a) give you sole control of the defense and settlement of the claim, subject to AgencyToolChest's approval of any such settlement, which approval will not be unreasonably withheld or delayed, and such settlement must include an unconditional, full, and final release of all liability with respect to AgencyToolChest and all AgencyToolChest Indemnified Parties, and further such settlement shall not affect AgencyToolChest's business, the Services, or any of its other products or services; and (b) provide reasonable information and assistance in connection with the defense and settlement of the claim.

10. Limitation of Liability.

10.1 Limitation of Liability. IN NO EVENT WILL AgencyToolChest'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED UPON CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE) EXCEED THE TOTAL SUBSCRIPTION FEES PAID TO AgencyToolChest BY YOU FOR THE THREE-MONTH PERIOD IN WHICH THE CAUSE OF ACTION OCCURRED.

10.2 Disclaimer of Consequential and other Indirect Damages. IN NO EVENT WILL AgencyToolChest BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF CUSTOMER DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF AgencyToolChest HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY AgencyToolChest TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

11. General.

11.1 Notices. All notices required under this Agreement will be in writing and sent to the addresses specified in this Agreement and/or any Order and will be sent by certified mail, postage prepaid and return receipt requested, or by express courier service, having trackable service, and with signature required by the receiving Party. Notwithstanding the foregoing, you acknowledge and agree that AgencyToolChest may provide you with notices, including but not limited to those regarding changes to this Agreement, by email, regular mail, or postings on the Services. Any such notices will be deemed given the day they are displayed on the Services.

11.2 Entire Agreement. This Agreement, including all corresponding Orders and exhibits where applicable, contains the entire agreement of the Parties and supersedes any and all prior and contemporaneous agreements with respect to the subject matter hereof, whether orally or in writing. This Agreement supersedes any terms printed on your purchase order or other communications. In the event of any conflict between these Terms and Conditions and the terms of the Order, the terms of the Order will govern, but solely to the extent of the conflict.

11.3 Assignment and Delegation. This Agreement will be binding on and shall inure to the benefit of the Parties and their respective successors and permitted assigns. You may not assign, delegate, or otherwise transfer this Agreement or any of your rights, interests, or obligations hereunder, whether voluntarily or by operation of law, without AgencyToolChest's prior written consent, which consent may be withheld in AgencyToolChest's sole discretion. Any attempted assignment without AgencyToolChest's written consent shall be null and void. AgencyToolChest may assign this Agreement to any parent, subsidiary or affiliate and to any successor to its business, whether by merger, asset sale, or otherwise. AgencyToolChest also may, in its discretion, subcontract and otherwise delegate any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.

11.4 Relationship of the Parties. The Parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an employment, agency, joint venture, or partnership relationship.

11.5 Injunctive Relief. Actual or threatened breach of Section 2 (Use of Services), Section 3 (Use of Services), Section 6 (Proprietary Rights), or Section 7 (Confidentiality, Privacy, and Publicity) may cause immediate, irreparable harm that would be difficult to calculate and could not be remedied by payment of damages alone. Accordingly, AgencyToolChest will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.

11.6 Governing Law & Venue. This Agreement and any disputes arising hereunder shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of Texas, without regard to its conflict of laws principles. Any dispute under this Agreement shall be brought exclusively in the state and federal courts within the State of Texas. EACH PARTY HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH PARTY SPECIFICALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY COURT IN CONNECTION WITH ANY ACTION OR LITIGATION. Any cause of action arising out of or related to this Agreement must be brought within one year after the circumstances giving rise to the cause of action arose; otherwise, such cause of action will be permanently barred.

11.7 No Third-Party Beneficiaries. This Agreement is made for the benefit of AgencyToolChest and you, and not for the benefit of any third parties. No other person or entity will be a third-party beneficiary to this Agreement.

11.8 Export Controls. Each Party will comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (a) each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (b) you shall not permit any Users to access or use any Services in violation of any U.S. export embargo, prohibition, or restriction.

11.9 Headings. The headings in this Agreement are for reference only and will not limit or otherwise affect the meaning of any provisions of this Agreement.

11.10 No Waiver. No failure to exercise or enforce any right or provision of this Agreement, nor any waiver of any default or breach of this Agreement by either Party, will be deemed to imply or constitute a waiver of any other default or breach of this Agreement by either Party, whether of a similar nature or otherwise.

11.11 Severability. In the event that one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the provision will 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 enforceability of remaining provisions will be unimpaired.

11.12 Modification to Terms. AgencyToolChest reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective only upon AgencyToolChest posting an updated version of this Agreement on the Services. Continued use of the Services after any such changes shall constitute your consent to such changes.

11.13 Subsequent Agreements. In order to be effective, all terms and conditions of subsequent agreements related to any subject matter in this Agreement must be agreed upon in writing and signed by both Parties.

11.14 Force Majeure. Neither Party will be in default of any obligation under this Agreement (other than payment obligations) to the extent that its failure to perform is caused solely by conditions beyond that Party's reasonable control, such as acts of God, civil strife or commotion, war (whether declared or undeclared), strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism, governmental laws, regulations or restrictions or changes to governmental laws, regulations or restrictions, acts by governmental authorities, governmental demands, and any other cause or causes, whether or not similar to those specified herein, which cannot reasonably be controlled by such party.