SERVICES TERMS AND CONDITIONS

Clear Again, LLC. (“C1M”) provides a range of products and services for businesses (the “Services”). The Order Form or Statement of Work (the “Order Form”) sets forth which Services are being purchased by the client who signed the Order Form (“you” or “Client”), the costs for such Services, and other relevant details. These Services Terms and Conditions (“Services Terms”) are incorporated by reference into and made a part of any Order Form submitted to C1M and govern the relationship between you and C1M. These Services Terms also apply to any Services you may sign-up for without an Order Form, such as free trials or other limited-time offers. All Order Forms are subject to acceptance by C1M, in its sole discretion. The Order Form, the Services Terms, and the documents and/or links referenced in such documents are together referred to as the “Agreement.”

If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such legal entity to this Agreement, (ii) you have read and understand this Agreement and (iii) you agree, on behalf of the Client, to this Agreement.

PLEASE REVIEW THIS AGREEMENT CAREFULLY, INCLUDING THE DISPUTE RESOLUTION PROVISION IN SECTION 15, WHICH DESCRIBES HOW CERTAIN DISPUTES WILL BE RESOLVED BETWEEN US, AND THAT NO CLASS ACTIONS MAY BE BROUGHT UNDER THIS AGREEMENT. IF YOU WANT TO OPT-OUT OF THIS DISPUTE RESOLUTION PARADIGM, SECTION 15 BELOW DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO.

1. Services. The Services include, but are not limited to, the following products:

a. Paid Ads (which includes: Search Marketing, Targeted Display and Social Ads)
b. C1M.app
c. Websites
d. SEO
e. Social Media Marketing
f. Listings Management
g. Targeted Email Marketing
h. Content Marketing / Copywriting Blogging
i. Marketing Automation
j. Artificial Intelligence Development and Conversational AI Systems
The Tracking Services (which also sets forth the terms for Custom Tracking) are applicable to all of the Services, so please review carefully.
You will be able to see the additional terms and conditions governing each of our Services by clicking the links above (the “Product Terms”).

2. Fees.

a. Identification of Fees. You agree to pay the amounts set forth in the Order Form in accordance with Section 3 or as may be further explained in the Product Terms (the “Fees”). The Fees are generally divided into product fees, service fees, and set-up fees. Product fees are the recurring fees that you will be charged for the specific product you have purchased as shown on the Order Form. Service fees are for the delivery of any premium services that C1M may, from time to time, offer. Set-up fees are one-time fees for the set-up of campaigns or other services. C1M reserves the right to change any of the Fees at any time provided that such changes will not take effect until a new Order Form has been executed and delivered to C1M by you.
b. Promotional Credits. If C1M offers any special promotions that provide you with credits or other incentives in connection with purchasing Services (the “Promotional Credits”), and you cancel one or more of the Services prior to completion of the Initial Term (other than for cause, as set forth below), then in addition to any other cancellation penalties you may be subject to, you will be required to repay to C1M the full amount of the Promotional Credit(s).

3. Payment Terms.

a. General. Once an Order Form has been accepted by C1M, you will be responsible for payment in full of all Fees, except as may otherwise be provided in Section 4(c) hereof. The Fees shown are not inclusive of sales, use or similar taxes which may be applicable. If applicable, sales, use and similar taxes shall be your sole responsibility and may be assessed on the invoice. Please note that the sales tax shown on an Order Form is only an estimate. The actual amount of sales tax will be determined at the time that payment is made. All payments are due in U.S. dollars.
b. Manner of Payment. You shall pay for all amounts payable under this Agreement either by credit card (the “Client Card”), ACH (electronic debit from your bank account) or such other form of payment as C1M may, in its sole discretion, permit. You will be required to agree to the applicable payment authorization form(s), which also permit C1M to recover any Promotional Credits (as set forth above) and collect any Cancellation Fees (as defined below) in the authorized manner. C1M does not accept payments via paper check. In the case of payment through ACH, no amounts owing are considered paid until the electronic debit has been received by C1M’s bank.
c. Timing of Payment. Fees, as identified on the Statement of Work, are due in advance of each Cycle as more fully described in the Product Terms. If there are Set-Up Fees (as set forth in the Statement of Work), such Fees shall be paid in advance together with all amounts owed for the first Cycle. C1M shall have the right to charge the Client Card or debit from your account through ACH for Fees in accordance with these Services Terms and the Product Terms. You understand and acknowledge that all amounts owed must be paid in advance and that, in addition to being in breach of your contractual obligations, your campaign or service may be paused or terminated if timely payment is not received.  Payment of invoices for the Service provider Fee and Out-of-Pocket costs shall be made within seven (7) days of receipt by Client unless otherwise noted in the SOW.  Late payments of more than 15 days will bear interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

4. Term/Termination.

a. Term. The Agreement shall commence upon execution of an Order Form and, unless otherwise provided in the Product Terms, shall continue until canceled in accordance with the terms of this Agreement. Free trials and other limited-time offers signed up for without an Order Form have limited terms and will automatically conclude unless the Service is purchased via an Order Form at the end of the trial period.
b. Cancellation. Unless otherwise provided in the Product Terms, you may cancel any Service at any time and for any reason by calling 214-385-2881 or sending an email to support@C1M.ai (a “Cancellation Request”).
i. If you have not completed the initial number of Cycles set forth in the Order Form (the “Initial Term”), the cancellation will be effective at the completion of the Initial Term.
ii. If you have completed the Initial Term, the cancellation will be effective at the completion of one full Cycle after C1M’s receipt of your Cancellation Request (for example if you request cancellation while you are in the middle of the 6th Cycle, the cancellation will be effective after completion (and payment) through and including the 7th Cycle).
C1M may cancel at any time for any reason on written notice to you (which may be provided by email) upon the conclusion of a Cycle.
c. Cancellation Fee. Unless otherwise provided in the Product Terms, if you wish to cancel any Service immediately without completing the applicable term described above, you may do so, but you will have to pay a cancellation fee equal to 50% of any unpaid portion of such Service’s term (the “Cancellation Fee”). The following are two examples:
i. If you wish to cancel a Search Marketing campaign with an Initial Term of 12 Cycles at $2,000 per Cycle after 9 Cycles, you will be obligated to pay $3,000 Cancellation Fee (which is 50% of the unpaid portion of the Initial Term).
ii. If you wish to cancel a Targeted Display campaign with an Initial Term of 12 Cycles at $2,000 per Cycle after 13 Cycles, you will be obligated to pay a $1,000 Cancellation Fee (which is 50% of the amount owing through the one Cycle notice period described above).
C1M may, consistent with established payment practices, charge the Client Card or shall be permitted to cause a payment to be made through ACH for the Cancellation Fee or C1M may invoice you for the Cancellation Fee, which invoice must be paid within seven (7) business days after the invoice date. No cancellation of an Order Form under this section shall take effect until the Cancellation Fee has been paid, meaning that C1M may continue the campaign, and you shall continue to be obligated to pay for the campaign in accordance with the terms of this Agreement. You acknowledge that the Cancellation Fee is not a penalty, but rather is a reasonable amount of liquidated damages to compensate C1M for your early cancellation of Services.
d. Cancellation Revocation. You may, upon written notice to C1M (email is acceptable) revoke such termination within 30 days after you have made a Cancellation Request, in which case the Order Form will be reinstated and all applicable campaigns if they had been stopped, will be re-initiated upon payment in full of all amounts owed. If the Cancellation Fee has already been paid, it shall be applied to the amount owing on the Order Form.
e. Termination for Cause. Either you or C1M may terminate the Agreement (which will terminate all current Order Forms) on 30 days prior written notice (the “Notice Period”) if the other party is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period. For the avoidance of doubt,C1M makes no guarantees with respect to the performance of any campaign or any other service and therefore such performance shall not be a basis for termination pursuant to this Section.
f. Campaign Pauses. C1M may pause a Paid Ads campaign at any time for operational reasons. You may also request a pause in a campaign, however, it will be in C1M’s sole discretion to determine if a campaign pause is appropriate. If you request to pause your campaign and the campaign is paused for more than 30 days, you will have to pay an additional Campaign set-up Fee to restart the campaign. C1M may charge the Client Card or shall be permitted to cause a payment to be made through ACH for the Cancellation Fee or C1M may invoice you for such additional set-up Fee, which invoice must be paid within seven (7) business days after the invoice date.
g. No Refunds. You understand and agree that you will not be entitled to any refunds of amounts already paid to C1M, unless you properly terminate under Section 4(e) or C1M terminates under the last sentence of Section 4(b), in which case you shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment (as defined in the applicable Product Terms) or equivalent, which shall be your sole remedy.
h. Collection of Amounts Owed. Any amounts not paid by you when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You agree to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by C1M in connection with the enforcement of its rights under the Agreement.
i. Effect of Termination; Survival. You understand and acknowledge that due to the nature of the Internet, certain information regarding you that was posted on the Internet as part of the Services may continue to be available on the Internet following termination of Services and/or the Agreement. All provisions of the Agreement that by their sense or nature should survive termination of the Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall survive. Without limiting the generality of the foregoing, in the event of any termination, you shall remain liable for any amounts due to C1M as of the effective date of termination.
j. Acceptance of Work.  C1M will make reasonable efforts to complete the services described in each order for a particular month within the month of payment.  After the 14th of the following month, all services for the previous month will be deemed accepted and completed.  Prior to the 15th of the month, however, Client may notify C1Mg in writing using C1M’s electronic ticketing system of any missing work or material defects with work. C1M will then have 14 days from the date of notification to make all reasonable efforts to remedy such defects.  Both parties agree that replacing defective work items (such as articles, blog posts, or links) at no additional cost to Client will be deemed an acceptable remedy.
k. Project Abandonment. If during the course of a fixed project the client is unresponsive for a period of six months or more, the project is considered abandoned.  At the point of abandonment all unpaid payments are due in full.  If the client wishes to resume an abandoned project, there will be a restart fee required to resume work.
l. Price Increases. C1M reserves the right to adjust its service prices on an annual basis after the initial agreement period has ended. C1M will provide the Client with a minimum of thirty (30) days’ written notice prior to implementing any price increase. The Client acknowledges and agrees that there is no limitation on the extent of any price adjustments after the initial agreement period. Such adjustments will be made at C1M’s sole discretion to reflect factors such as market conditions, inflation, changes in operating costs, or other relevant considerations.
m. Service Pause Policy. Managed services clients may request a temporary pause in services under the following conditions:

• Eligibility: The Client must have been with C1M for at least one year before a service pause is eligible.
• Pause Duration: A pause may last for a maximum of two (2) billing cycles. After this period, services must resume, or the Client must pay the greater of either the remaining balance of the agreed-upon contract term or one additional billing cycle to cancel.
• Managed Services Requirement: The Client must continue paying monthly fees for managed services during the pause. Only non-managed services will be paused.
  Written Request: All requests for a pause must be submitted in writing and approved by C1M in advance.

5. C1M Platform.

a. Your Data. As part of the campaign initiation process and from time to time during the campaign, you will provide certain information to C1M, which C1M may input into its proprietary platform (the “Platform”). Accordingly, you hereby permit C1M to input your contact information, credit card or ACH information, and campaign information into the Platform. C1M will only use such information in connection with the fulfillment of the Services, as otherwise permitted by the Agreement and as may be legally necessary. In addition, you agree that C1M may, from time to time, use your data to send you emails regarding Platform updates, campaign updates, payment reminders, and marketing opportunities relating to C1M and its commercial partners.
b. License to Access C1M.app. Upon sign-up for a Service and for so long as your account is in good standing or until you cancel all Services, you will be granted a revocable, non-transferable, non-sublicensable, non-exclusive, limited license to access C1M.app, C1M’s online reporting and marketing services platform, including, if applicable, C1M’s lead management software system. Your access shall be password protected and you agree that you may not share your password with third parties or otherwise provide access to C1M.app to third parties. If the security of your username(s) or password(s) is compromised in any way, or if you or one of your agents suspects that it may be, you shall immediately contact C1M. C1M is not responsible for any loss or damage suffered by the compromise of any password. You acknowledge and agree that you do not have, nor will you claim any right, title or interest in C1M.app, the Platform, software, data, applications, methods of doing business or any elements thereof, or any content provided therein. You may only access C1M.app via a Web browser, a mobile application or in a manner otherwise approved by C1M. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective C1M.app. C1M may terminate the foregoing license, at any time and for any reason.

6. Privacy Considerations. You shall, at all times, post a privacy policy on your native web site (the “Existing Site”) and comply with such privacy policy. The privacy policy must comply with all applicable laws. You shall ensure that your privacy policy does not contain provisions that are inconsistent with the nature of the services being provided by C1M. In that regard, please see the C1M Marketing Practices for a description of the privacy implications of C1M’s products and services. C1M may, but is under no obligation to, insert or otherwise make visible from the Proxy Site (as defined in the Tracking Terms), such notifications as it may deem appropriate. You understand and acknowledge that your failure to maintain a privacy policy that complies with the foregoing requirements may (a) result in your campaign not being run or being suspended and (b) expose you and C1M to liability which you shall fully indemnify.

7. Intellectual Property Matters.

a. License to C1M. You hereby grant to C1M and the online properties on which Client Content is served by the Services (the “Publishers”) a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any Service and (ii) the Existing Site, to the extent necessary for C1M to perform the Services, including to perform automated scans of text data and publicly available content on the Existing site in order to improve the performance of your Services and/or recommend other Services. Except as set forth in any Product Terms and this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors.

Unless otherwise indicated in the Statement of Work, you agree that C1Mmay, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark, and logo) on C1M’s client list, and in its marketing materials, sales presentations and any online directories that C1M may, from time to time, publish.

b. C1M Creative Services. Except as may be otherwise provided in any of the Product Terms, if you request that C1M provide any creative services, you will remain fully responsible for any content you provide to C1M. With respect to any content created by C1M, as between you and C1M, C1M shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.

8. Your Representations, Warranties, and Covenants. You represent and warrant that you have all necessary rights and authority to enter into the relationship with C1M contemplated by the Agreement. You represent, warrant and covenant that the Existing Site, any content linked to the Existing Site and any content or materials that you provide to C1M, do not and will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws, and regulations governing export control, false or misleading advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You further represent, warrant and covenant that the product or service that is being (or will be) promoted through any campaign is (i) lawful and (ii) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.

9. Indemnification.

a. You will indemnify, defend (with counsel reasonably acceptable to C1M) and hold harmless C1M, the Publishers, their subsidiaries, affiliates and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by you of any representation, warranty, covenant or other obligation contained in these Services Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by you or anyone using your account; (iii) the sale, license, supply or provision of your goods or services; or (iv) any other act, omission or misrepresentation by you. C1M reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If C1M does assume the defense of such a matter, you will reasonably cooperate with C1M in such defense. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without C1M’s prior written consent.
b. C1M will indemnify, defend, and hold you harmless from and against any loss, damage, cost, liability or expense (including reasonable legal fees) arising out of any claim that any C1M technology used in connection with its provision of the Services infringes the copyright, patent, trade secret or other proprietary rights of any third party, provided that notice is given to C1M promptly of such claims and that you provide such assistance as may be reasonably required in the defense of such matters.

10. Agency. In the event you are purchasing advertising on behalf of another company, you represent and warrant that you have been authorized by each such company to act as its agent in all respects relating to the Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Services Terms. You and each such company shall be jointly and severally liable for fulfillment of obligations under this Agreement, including all payment obligations.

11. Confidentiality. Except as may be required by applicable law, you shall not disclose the contents of the Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without C1M’s prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of the Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, you may not disclose any Confidential Information regarding C1M. “Confidential Information” means information about C1M’s (or its suppliers’) business, products, technologies (including the Platform or C1M.app), strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by C1M. Confidential Information will not include information that you can establish is in or enters the public domain without breach of these confidentiality obligations.

12. DISCLAIMER OF WARRANTIES. C1M PROVIDES ALL SERVICES PERFORMED HEREUNDER AND C1M.APP ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED AVAILABILITY. IF THE SERVICES ARE INTERRUPTED OR DELAYED, C1M’S SOLE OBLIGATION WILL BE TO RESTORE SUCH SERVICES AS SOON AS PRACTICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, C1M DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. C1M WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY (OTHER THAN BY THE PLATFORM) OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF ANY OF THE SERVICES; (iv) UNAUTHORIZED ACCESS TO OR USE OF C1M’S SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SERVICES; OR (viii) MATTERS BEYOND C1M’S REASONABLE CONTROL. C1M DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM C1M OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE SERVICES TERMS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, C1M MAKES NO GUARANTEES WITH RESPECT TO THE PERFORMANCE OF ANY CAMPAIGN OR ANY PRODUCT OR SERVICE

13. LIMITATIONS OF LIABILITY.

a. NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) TO YOUR CONFIDENTIALITY OBLIGATIONS; AND/OR (III) EITHER PARTY’S WILLFUL MISCONDUCT.
b. LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL C1M’S CUMULATIVE, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY C1M FROM YOU DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, C1M SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO PROVIDE “MAKE-GOOD” SERVICES, PROVIDED SUCH “MAKE-GOOD” SERVICES ARE PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent C1M may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of C1M’s liability will be the minimum permitted under such law.
c. Acknowledgment. Each party acknowledges that the other party has entered into the Order Form in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
d. Limitation of Liability. The work product and any information, technology and services are provided by service provider without any representations or warranties of any kind, express or implied, other than the warranty that they do not infringe on any third party’s intellectual property. Without limiting the generality of the foregoing, service provider expressly disclaims any implied warranties of merchantability or fitness for a particular purpose, and excluding bodily injury liability, neither party shall be liable, or obligated with respect to any subject matter of this agreement or under contract, negligence, strict liability or any other legal or equitable theory (i) for any amounts in excess in the aggregate of the fees paid to service provider by Client hereunder, (ii) for any cost of procurement of substitute goods, technology, services or rights; (iii) for any incidental or consequential damages; (iv) for interruption of use or loss or corruption of data; or (v) for any matter beyond its reasonable control. In addition, Client shall defend, indemnify and hold harmless service provider, its officers, employees, trustees, agents and representatives from and against any and all loss, cost, expense or liability, including reasonable attorneys’ fees and costs arising from a third party claim against service provider in connection with Client’s or its users’ use of the work product except to the extent that the claim is the result of a breach by service provider of its warranty regarding infringement of third party intellectual property rights.

14. Third-Party Beneficiaries. You understand and acknowledge that the Publishers are intended third-party beneficiaries of Sections 7, 8, 9 and 13.

15. Dispute Resolution

a. Informal Dispute Resolution. Except for any controversy or claim relating to an Intellectual Property Right (as defined below in Section 15(c)), the parties agree that with respect to any matters, disputes, or claims between Client and C1M arising from or related to this Agreement or the parties’ relationship,C1M and Client shall negotiate in good faith to informally resolve the problem or dispute. If the problem or dispute is not resolved satisfactorily within 60 days after C1M or Client receives notice in accordance with Section 16(d) (if C1M), or to the address identified on the Order Form (if Client), either party can submit the dispute to binding arbitration in accordance with this arbitration provision.
b. Arbitration. Except for any controversy or claim (1) relating to the ownership by either party of any Intellectual Property Rights (as defined below in Section 15(c)), or (2) properly filed and pursued in small claims court on an individual basis, any claim, dispute or controversy between the parties arising from or relating to this Agreement or the relationships which result from this Agreement that remain unresolved after the parties attempt to informally resolve such claim, dispute or controversy shall be resolved by binding arbitration brought on an individual basis as a “Common Claim” before the National Arbitration Forum (NAF) pursuant to the Code of Procedure then in effect (or such other arbitration provider as is mutually agreeable to the parties) in a manner consistent with the terms in this Agreement. Parties shall submit all available documents that support their claims, counterclaims or defenses at the time of submission of the initial claim or response thereto. Formal discovery will only be permitted upon a showing of good cause and subject to the arbitrator’s approval. The arbitration shall take place in the state and county in which Client is located or in Dallas, Texas, in accordance with the initiating party’s (“Claimant’s”) preference. The Client and C1M shall each pay their own arbitration and hearing fees, costs, and expenses, including but not limited to fees, costs and expenses for attorneys, experts, discovery, and witnesses (as applicable). The arbitration shall be conducted by a single arbitrator. The arbitration may be held by telephone or by written submissions if Client and C1M so elect. The arbitrator shall issue a written award. Any award of the arbitrator may be entered as a judgment in any court having jurisdiction. Information may be obtained at www.adrforum.com and claims may be filed electronically at file@adrforum.com. After an arbitration is commenced, if the Claimant makes a written offer of settlement that is rejected by the other party (“Respondent”), and Claimant is the prevailing party in arbitration and recovers an amount equal to or greater than Claimant’s offer of settlement, Claimant shall recover his, her or its reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and pursuing a claim in arbitration up to $25,000. After an arbitration is commenced, if the Respondent makes a written offer of settlement that is rejected by the Claimant, and Claimant either does not prevail in arbitration or does not recover more in the arbitration than Respondent’s offer of settlement (exclusive of attorneys’ fees or costs awarded to Claimant by the arbitrator), the Respondent shall recover his, her or its reasonable attorneys’ fees and expenses incurred in investigating, preparing for, and defending the claim in arbitration up to $25,000. This agreement to arbitrate shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16.
c. Exceptions. This agreement to arbitrate does not apply to any of the following: (1) any claim, action or proceeding arising out of or relating to a patent, copyright, trademark, or trade secret right of Client, C1M or any affected third party (collectively, “Intellectual Property Rights”); or (2) claims filed on an individual basis in small claims court properly within that court’s jurisdiction and proceeding on an individual (non-class) basis. The parties expressly agree that arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class-action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between Client and C1M. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, if any portion of this “Exceptions” provision is deemed invalid or unenforceable, then the entire Dispute Resolution Provision (other than this sentence) shall not apply. If a party improperly brings a claim, action or proceeding in a court of law that is properly arbitrable in accordance with Section 15(b), or brings a claim, action or proceeding in arbitration that is not properly arbitrable based on the exceptions identified in this Section 15(c), the other party may seek relief in a court located in the jurisdiction in which the underlying action was commenced and, if prevailing, shall be entitled to his, her or its reasonable attorneys’ fees and costs.
d. Amendment. C1M reserves the right to amend this arbitration provision at any time and will notify Client of such amendments. Client’s continued use of the services after receiving notice of any changes to this Section 15 is the affirmation of Client’s consent to such changes.
e. Opt-Out. Client shall have the right to opt-out of this arbitration provision by sending an email to optoutnotice@C1M.ai or by U.S. Mail, postage prepaid, to C1M, LLC., P.O. Box 168312, Irving, Texas, 75016, Attention: Office of the Chief Legal Officer within 30 days of signing the first Order Form with C1M or receipt of any notification of changes to this agreement to arbitrate. Any opt-out received after 30 days shall be ineffective and this arbitration provision shall remain in full force and effect.
f. Voluntary and Knowing Waiver. BY ENTERING INTO THIS ARBITRATION AGREEMENT, CLIENT ACKNOWLEDGES AND AGREES THAT IT IS WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT MAY ONLY BRING A CLAIM IN ITS INDIVIDUAL CAPACITY, AND NOT IN ANY REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT CLIENT WOULD HAVE IF IT WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST
g. Venue and Dispute Resolution. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ALL PARTIES HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY AGREES THAT ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION IN JAMS IN DALLAS COUNTY, CONDUCTED ACCORDING TO THE APPLICABLE JAMS RULES FOR DISPUTE RESOLUTION AND ARBITRATION. IN THE EVENT THAT THE CLIENT IS LOCATED OUTSIDE OF TEXAS, THE PARTIES AGREE THAT ARBITRATION MAY BE CONDUCTED VIRTUALLY, OR IN A NEUTRAL LOCATION AGREED UPON BY THE PARTIES, SUBJECT TO THE RULES AND PROCEDURES SET BY JAMS. EACH PARTY ACKNOWLEDGES THAT BY AGREEING TO THIS PROVISION, THEY ARE FOREGOING THE RIGHT TO BRING SUIT IN ANY COURT.

16. Miscellaneous.

a. Governing Law. The Agreement will be governed and construed in accordance with the laws of the State of Texas without giving effect to conflict of laws principles.
b. Timing of Claims. You agree that regardless of any statute or law to the contrary, the dispute resolution process identified in Section 15 applicable to any claim, dispute or controversy arising out of or related to the Agreement must be commenced within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of Intellectual Property Rights may be brought.
c. Entire Agreement. The Agreement (which includes the Order Form, all applicable Product Terms and any payment authorization forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties. With respect to changes to Order Forms then in effect, such writing may include email, provided that such changes are limited to a change in the term of the Order Form or the amounts being paid under the Order Form.
d. Notices. Any written notices to C1M required under the Agreement shall be provided by registered mail with proof of delivery to C1M’s then-current corporate headquarters address (as shown on C1Mg), Attn: Office of the Chief Legal Officer and by email to notices@C1M. Notices shall be deemed delivered 72 hours after posted in the mail.
e. Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
f. Assignment. You may not assign any Order Form or the Agreement without the prior written consent of C1M. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.
g. Independent Contractors. The parties to the Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Agreement.
h. Third-Party Services. Some of the Services may incorporate third-party products and services and C1M may do so without your consent, provided that C1M remains primarily liable for the performance of its obligations to you.
i. Referrals. You acknowledge that C1M may provide incentives to third parties to introduce potential clients to C1M or to direct C1M to potential clients.
j. Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or inventory shortage, unavailability of currency, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.
k. International Sale of Goods; Exports. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement. C1M software is controlled by U.S. Export Regulations, and it may not be exported to or used by embargoed countries or individuals.
l. Client Delays. In the event of significant delays caused by the Client that materially affect the project schedule or result in additional costs for C1M, both parties agree to promptly discuss and negotiate in good faith to find a mutually acceptable resolution. Such resolution may include, but is not limited to, adjustments to the project timeline, scope, or compensation. Any agreed-upon changes will be documented in writing.
m. Change Order Process. In the event that any material change is required in the scope of Services or a phase thereof, such change shall be documented in a written “Change Order”. The Change Order shall specify the nature of the change, the effect on the project timeline, and any additional costs associated. Both parties must review and mutually agree to the terms of the Change Order by signing it. Only then, the change will be implemented and the specific Statement of Work (“SOW”) will be updated accordingly. This process ensures that both parties have a clear understanding of the impact of the change on the agreed Services.
n. Use of Partners and Non-Solicitation. The Service Provider may engage strategic partners, joint ventures, subcontractors and alliances (“Partners”) to assist with provision of Services under this Agreement. All Partner agreements shall be consistent with and uphold the commitments made to Client in this Agreement. Service Provider retains full responsibility for delivery of Services regardless of use of Partners. During the term hereof and for a 2-year period thereafter, neither party shall solicit, employ, or enter or attempt to enter into any other agreement with any employee, partner, consultant, sub-contractor, or other contracted party of the other party without prior written consent.

Updated: November 2, 2024