The Terms & Conditions (this “Agreement”) is entered into by and between Vital Edge (“Vital Edge”) having an address at 607 Sunnyside Lane Wilson, NC 27893 and “Agency Name” and/or “You, the user of this website and its affiliated web applications” (“Partner”). Vital Edge and Partner are each referred to herein as a “Party,” and collectively as the “Parties.”

WHEREAS, Vital Edge offers the Products (as defined below); and

WHEREAS, Partner has small business partners for whom Partner would like to purchase the Products from Vital Edge, and Vital Edge wishes to sell the Products to Partner, all subject to and in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Vital Edge and Partner agree as follows.

1. Product Subscriptions and Key Terms.
2. Client. “Client” means Partner’s clients with whom Partner has entered into contracts regarding the Products sold under this Agreement. Such contractual relationships are further described in Section 7 (“Contractual Relationships with Clients”) below. Partner will provide the Client Content in the form and format as set forth in Appendix B.
3. Client Content. “Client Content” means all location data and any other information or content that is made available to Partner by or on behalf of Client in connection with its or Partner’s use of the Products.
4. Subscription Schedules. Vital Edge offers its clients various products and services (each, a “Product”) that may be purchased as subscriptions. The specific Product subscriptions purchased by Partner and made available by Vital Edge will be identified in one or more separate, written schedules that are entered into by both Parties and reference this Agreement (each, a “Subscription Schedule”). Each Subscription Schedule will set forth:
   
5. the Product(s) for which Vital Edge is providing the Partner subscriptions,
6. the start date and end date of such subscriptions;
7. the fees that Partner will pay to Vital Edge for such subscriptions, and the payment terms; and
8. other terms applicable to such subscriptions (for example, number of purchased Partner locations and usage restrictions applicable to particular subscriptions). Any Subscription Schedules signed by both Parties will become a part of this Agreement and are incorporated herein by reference the first of which is set forth in Appendix A. To the extent any provision of a Subscription Schedule conflicts with any provision set forth elsewhere in this Agreement, the provision set forth in the Subscription Schedule will control.
9. Publishers. Partner acknowledges and agrees, and shall ensure that its Clients acknowledge and agree that (i) Certain Products may involve distribution of Client Content, including but not limited to business listing information (e.g. store location, hours of operation, and contact information) and/or other interactions with third-parties (the “Publishers”) that own or operate online business directories, search websites, social media websites, mobile apps or other online properties (the “Publisher Sites”). Partner further acknowledges and agrees that (ii) all Client Content shall be subject to the Publishers’ character limits, quality standards and other applicable content policies, and that any such content may be rejected, in whole or in part, by a Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (iii) Vital Edge does not warrant the accuracy of any client nor does it guarantee that any Client Content will be displayed on any Publisher Site and (iv) the appearance and/or location of any Client Content placement may change at any time without notification.
10. Products.
11. Partner’s Use. Subject to and conditioned on Partner’s payment of the fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Vital Edge hereby grants Partner a limited, non-exclusive, revocable, non-transferable (except as permitted under Section 12.2 (“Assignment”) right to purchase Products during the term of each applicable Subscription Schedule in accordance with the Agreement (i) for resale to Clients through a Partner portal or another means that is mutually agreed by the parties (the “Portal”) during the Term of, and subject to, this Agreement; and (ii) for use by Partner on behalf of its Clients solely with respect to its Clients’ locations.
    
    Partner is solely responsible and liable for all use of the Portal through any of its account(s), including but not limited to all use by its Clients. Partner agrees that it shall take all commercially reasonable measures (which shall be no less stringent than those it uses to protect Partner’s similar information) to safeguard all information related to the access and use of the Products, including (but not limited to) login information, account passwords and API keys, if applicable. If Partner becomes aware of any unauthorized access of any of its accounts, it shall immediately notify Vital Edge in writing and shall work cooperatively with Vital Edge to resolve problems related to unauthorized access. Partner agrees that all Partner’s use of Client Content shall comply with all laws and regulations as well as Partner’s publicly posted privacy policy that is at least as stringent as Vital Edge’s privacy policy, as may be amended by Vital Edge from time to time. Partner agrees that Vital Edge shall be a third-party beneficiary of Partner’s privacy policy.
12. Restrictions on Partner’s Use.
13. Notwithstanding anything to the contrary herein and as further described in Section 6.6 (“Clients that are Associated with an Enterprise), Partner is not permitted to purchase Products for resale to, or otherwise use any Products for or on behalf of, any prospective Client that owns or operates twenty-five (25) or more business locations (an “Enterprise”). If Partner purchases Products for an Enterprise in violation of the preceding sentence, in addition to any other available remedies, Vital Edge may immediately suspend the provision of some or all Products until the issue is resolved. Partner will have sole discretion over the fees charged to its Clients for Products. Partner shall not be permitted to appoint any sub-distributor to resell any Products.
14. Except as expressly provided in this Agreement or any applicable Subscription Schedule, Partner will not and will not permit any Client to: (i) copy, modify, prepare derivative works of, decompile or reverse engineer any Product, the Portal, or any portion of any of the Products, (ii) use the Products or the Portal to store or transmit any malware, or for any unlawful or fraudulent purpose, (iii) use the Products or the Portal to create or assist a third-party in creating a competing product, (iv) sell, resell, license, sublicense, distribute, rent or lease the Portal or any Product, (v) bypass or breach any security device or protection used by the Products, or (vi) access or use the Products in any manner or for any purpose that infringes or misappropriates or otherwise violates any intellectual property right of any third-party.
15. In marketing the Products and otherwise exercising the rights granted pursuant to this Agreement, Partner will not: (i) make any representations about any of the Products that are inconsistent with, or in addition to, any term of this Agreement or any marketing materials supplied or approved in writing by Vital Edge; (ii) engage in any deceptive, misleading or unethical practices; (iii) use Vital Edge’s name, logo and other designations for any purpose except as provided in this Agreement; or (iv) violate any applicable law, rule or regulation. Partner will have sole discretion over the fees charged to its Clients for Products.
16. Partner is permitted to purchase Products for locations within the United States only.
17. Proprietary Rights. Vital Edge owns and retains all right, title and interest (including all intellectual property rights) in and to the Products, including all aspects of the technology and branding, and any software or other materials including without limitation any analytics, reports or aggregated, anonymized data developed or created by or on behalf of Vital Edge in connection with delivery of the Products hereunder. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any intellectual property rights in or relating to, the Products, whether expressly, by implication, estoppel or otherwise.
18. Client Content and Partner Client List.
19. Vital Edge’s Use of Client Content. Partner acknowledges and agrees, and shall ensure that its Clients acknowledge and agree that that if Vital Edge identifies any Client Content that is inaccurate or contains errors (e.g. the incorrect spelling of a city name or a wrong zip code), or non- compliance with a Publisher’s formatting guidelines (e.g. use of unsupported special characters), Vital Edge may (but is not required to), in addition to its other available rights and remedies, modify the Client Content to render it true. That Vital Edge assumes no liability whatsoever for the accuracy of client content.
20. Partner acknowledges that various Products involve the provision of Client Content to Publishers for use and publication and that such Publishers may require non-exclusive, perpetual, irrevocable, royalty-free, unlimited use rights (or a subset of such rights) with respect to such Client Content, including, but not limited to, rights to publish and syndicate such Client Content.
21. Partner acknowledges and agrees, and shall ensure that its Clients acknowledge and agree that Partner grants Vital Edge and its affiliates and each applicable Publisher a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Client Content.
22. No Use of Partner’s Client List. Vital Edge will not use the list of Clients to which Partner has resold the Product as a lead list for Vital Edge’s marketing of any products or services. For the avoidance of doubt, Vital Edge is free to market its products and services to any prospects (including prospects that may be Clients) based on call lists and any other criteria derived independently from the Partner’s list of Clients provided to Vital Edge under this Agreement.
23. Data Usage & Licensing.
24. Definitions
25. In this Agreement:
26. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully given to the recipient by a third-party.
27. “including” means “including but not limited to.”
28. “Licensed Content” means: (a) all content made available by Licensor to Vital Edge under this Agreement and (b) any Updates.
29. “Update(s)” means Licensor’s updates, refreshes, corrections, or modifications to Licensed Content.
30. “Users” means users of Vital Edge products and services, including users of Vital Edge APIs.
31. License
32. Grant. During the License Term, Licensor grants to Vital Edge a non-exclusive, worldwide, sub-licensable (under Section 2.2 (Sublicensing)) license to use the Licensed Content in connection with Vital Edge products or services.
33. Sublicensing. Vital Edge may sublicense the rights granted in this Agreement to its:
34. affiliates; and
35. Users (to the extent necessary to permit them to use Vital Edge products and services).
36. Retention of Rights. As between the parties:
37. Licensor retains all rights in Licensed Content; and
38. Vital Edge retains all rights in Vital Edge products and services and any content created, submitted or used in connection with the Vital Edge products and services, including (a) User-generated content (for example, User corrections to, or verifications of, Licensed Content); and (b) Vital Edge-created content (for example, the Vital Edge quality control team’s corrections to Licensed Content).
39. No Other Restrictions. Nothing in this Agreement:
40. requires Vital Edge to use any Licensed Content in Vital Edge products or services;
41. restricts Vital Edge from using content it obtains elsewhere; or
42. restricts Vital Edge from exercising any rights it has at law (including under the U.S. Copyright Act).
43. Representations and Warranties
44. By Both Parties. Each party represents and warrants that it has full power and authority to enter into this Agreement.
45. By Licensor. Licensor represents and warrants that:
46. it has and will retain all necessary rights to grant the licenses in this Agreement and deliver Licensed Content to Vital Edge;
47. it has used and will continue to use reasonable care and skill in creating or collecting the Licensed Content;
48. Vital Edge’s use of the Licensed Content in accordance with this Agreement will not infringe any moral rights in the Licensed Content and, where legally possible, all such rights have been waived; and
49. at time of delivery Licensed Content will:
50. be materially accurate;
51. comply with the requirements set out in this Agreement;
52. not contain any third-party’s personally identifiable information;
53. be of no less quality and coverage than equivalent content that Licensor makes available to third-parties; and
54. be free from any viruses or other malicious code.
55. Term and Termination
56. Agreement Term. This Agreement will start on the Effective Date and continue for the Agreement Term.
57. Termination.
58. Either party may terminate this Agreement immediately on written notice if the other party:
59. is in material breach of this Agreement and fails to cure that breach within 30 days after receiving written notice from the first party identifying the breach; or is unable to meet its obligations under this Agreement for more than 30 days due to force majeure.
60. After 180 days from the Effective Date, Vital Edge may terminate this Agreement immediately on written notice to Licensor.
61. Effects of Termination. On expiration or termination of this Agreement for any reason (contractual or otherwise):
62. if Licensed Content is delivered using a feed, then at Vital Edge’s request, Licensor will provide an empty feed to Vital Edge to replace the Licensed Content;
63. if applicable, Licensor will cease providing Vital Edge with Updates;
64. if the License Term is longer than the Agreement Term, then the license granted in Section 2.1 (Grant) will survive for the License Term; and Sections 3 (Representations and Warranties) through 11 (General Provisions) of this Agreement (and any other sections that under their terms or by implication ought to survive) will survive.
65. Operational Matters.
66. Product Orders. Orders for Products (including the purchase of additional locations) under this Agreement will be transmitted to Vital Edge through the Portal (or another means that is mutually agreed to by the Parties). Once an order has been placed, any purchased Product subscriptions are non-cancellable and non-refundable. Vital Edge will handle Client account set-up within the Products and other operational matters necessary for Vital Edge to deliver the Products; provided, however, that Partner will be solely responsible for servicing its Clients including providing any and all support to Clients and all billing to and collections from its Clients for Products. Vital Edge has no obligation to participate in any dispute between the Partner and its Client concerning a billing or other dispute. Partner will be solely responsible for communication, correspondence, and interaction with Clients relating to the Products unless the Client or Partner request interaction with Vital Edge in which case Vital Edge may, in its sole discretion, accommodate the request.
67. Demo Account Access. Partner will provide Vital Edge with demonstration account access to any Client-accessible platform leveraging the Products during the Term of this Agreement, so Vital Edge may review Client’s platform for compliance with this Agreement.
68. Updates and Additional Terms. Vital Edge reserves the right to update, improve, replace, discontinue, modify or alter the specifications for or functionality of the Products from time to time. Partner agrees that its, and its Clients’, use of and access to certain Products are subject to the “Product Terms” currently located at https://Vital Edgeplatform.com/terms-and-conditions, and are incorporated into, and form a part of, this Agreement. Partner will not make any Products available under any terms that are contrary to or inconsistent with the Product Terms.
69. Branding and Sale of the Products and Exercise of Rights. Partner will have sole discretion over the fees charged to its Clients for Products. Partner will sell the Products to its Clients under such branding as may be determined by Partner in its sole discretion. While it is understood and agreed by Vital Edge that Partner has no obligation or requirement whatsoever to include Vital Edge branding on any of its products, services, marketing or sales materials, in cases where Partner chooses to use Vital Edge branding, Partner is granted a non-exclusive, non- transferable, non-sublicensable, revocable license to use the Vital Edge trademarks, service marks, trade names, logos and designs (the “Vital Edge Marks”), subject to this Agreement and solely in accordance with Vital Edge’s brand and marketing guidelines as may be provided by Vital Edge from time to time. Partners may use the Vital Edge Marks only as necessary for Partner’s performance under the Agreement and as specifically approved by Vital Edge in writing. Partner will not: (i) challenge or assist others in challenging Vital Edge’s rights in the Vital Edge Marks; (ii) take any action inconsistent with Vital Edge’s ownership of the Vital Edge Marks; and (iii) register any domain names that are identical to or confusingly similar to the Vital Edge Marks.
70. Sales and Product Training. Prior to reselling the Products to any Client, Vital Edge will provide, and Partner may be required to successfully complete, sales and service training to Partner sales representatives, account managers, and other mutually agreed employees of Partner. Partner will make all such Partner personnel available for such training and will participate in additional sales and service training sessions throughout the Term of this Agreement, as needed for additional groups of employees or in response to new aspects of the Products.
71. Clients that are Associated with an Enterprise. For the avoidance of doubt, Partner may resell Products to a Client that is not itself an Enterprise, but that is a franchisee of or otherwise associated with an Enterprise. By way of example, Partner may resell Products to a Client that owns or operates fewer than twenty-five (25) franchise store locations of a national chain Enterprise. In such cases, Partner acknowledges and agrees that the applicable Enterprise may eventually purchase Products for that Client from Vital Edge, in which case: (i) account access for the Products that the Enterprise has purchased for that Client will be transferred from Partner to the Enterprise and (ii) Partner will no longer be charged for those Products and will receive a credit for any unused portion of the Product subscription that Partner purchased for the applicable Client.
72. Contractual Relationships with Clients. Partner (and not Vital Edge) will contract with Clients regarding the Products sold under this Agreement. Upon request, Partner will provide Vital Edge with a copy of any contracts or terms and conditions. Partner will sell Products to its Clients pursuant to terms and conditions that:
73. expressly disclaim any express or implied warranties by Vital Edge (or by Partner’s third-party providers generally), and exclude all liability of Vital Edge (or by Partner’s third-party providers generally), to the fullest extent permitted under applicable law (for the avoidance of doubt, the foregoing does not limit the warranties made by Vital Edge to Partner in this Agreement);
74. provide for the grant of a license to Vital Edge to use and distribute the Client Content (as defined below) in connection with the provision of products and services. Specifically, Client grants Vital Edge and its affiliates and each applicable Publisher a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, unlimited, sublicensable (through multiple tiers of sublicensees) license to use, reproduce, prepare derivative works of, display and distribute the Client Content for any and all purposes.
75. require Clients to provide Client Content that is accurate and truthful, and that Client owns or otherwise has all rights and permissions necessary to grant all relevant rights and permissions to Vital Edge and its publisher partners with respect to such Client Content; and
76. include provisions pursuant to which the Client waives any right to bring or participate in a class action litigation with respect to the Products and name Vital Edge (or Partner’s third-party providers generally) as an intended third-party beneficiary with respect to such class action waiver.
77. Representations, Warranties and Covenants; Disclaimer.
78. Representations, Warranties, and Covenants. Each Party represents, warrants and covenants that as of the Effective Date and at all times during the term of this Agreement: (i) this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and (ii) it has all corporate authority required to enter into this Agreement. Partner represents, warrants and covenants that as of the Effective Date and at all times during the term of this Agreement it has obtained, and grants to Vital Edge, sufficient rights to access and use Client Content to deliver the Products in accordance with this Agreement.
79. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1 (“REPRESENTATIONS, WARRANTIES AND COVENANTS”), ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE PRODUCTS OR THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, COMPLIANCE WITH ANY APPLICABLE LAW, RULE, REGULATION, JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENT, GOVERNMENTAL INSTRUMENTALITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Vital Edge SHALL HAVE NO LIABILITY FOR ANY PUBLISHER SITES, INCLUDING THEIR AVAILABILITY OR ANY CHANGE IN THE PUBLISHER SITES, FOR ANY DECISION BY A PUBLISHER TO REJECT OR MODIFY ANY CONTENT SUBMITTED BY PARTNER, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii) OR (iii) OF SECTION 1.4 (“PUBLISHERS”) OF THIS AGREEMENT. To the extent that a Party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.
80. Liability.
81. Liability Exclusion. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM SUCH OTHER PARTY’S RIGHTS) FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
82. Limitation of Damages. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE PRODUCTS OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY SUBSCRIPTION SCHEDULE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL FEES PAID BY PARTNER TO Vital Edge UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.
83. Exceptions. Notwithstanding anything to the contrary, the exclusions and limitations set forth in Section 9.2 will not apply with respect to: (i) any damages arising from a Party’s fraud or willful misconduct; (ii) Partner’s Breach of Section 4 (“Products”), Section 7 (“Contractual Relationships with Clients”); Section 10.1 (“Partner’s Indemnification”); and (iv) Partner’s failure to pay any fees due under this Agreement or any Subscription Schedule.
84. Indemnification.
85. Partner’s Indemnity Obligation. Partner will defend, indemnify, and hold harmless, Vital Edge and its affiliates, and each of its and their respective officers, directors, employees, Publishers, contractors and agents (collectively, “Vital Edge Indemnitees”) from and against any and all claims, actions, lawsuits and investigations brought by a third-party (including without limitation Clients) (“Third-Party Claims”) and will pay any settlements, awards, fines and reasonable attorney’s fees and expenses and court costs (collectively, “Losses”) associated with such Third-Party Claims, in each case to the extent arising from or relating to: (i) any Client Content and/or the conduct of Partner’s or Client’s business (including, but not limited to, any allegation that any Client Content infringes any third-party patents, trademarks, copyrights or other proprietary rights, constitutes false advertising or is defamatory); (ii) Partner’s violation of any applicable law or regulation; or
86. Partner’s breach of this Agreement.
87. Vital Edge’s Indemnity Obligation. Vital Edge will defend, indemnify, and hold harmless, Partner and its affiliates, and each of its and their respective officers, directors, employees, contractors and agents (collectively, “Partner Indemnitees”) from and against Third-Party Claims and will pay any Losses associated with such Third-Party Claims, in each case to the extent arising from or relating to: any allegation that Vital Edge’s provision of the Products (excluding, for the avoidance of doubt, any Client Content or third-party content provided through the Products) infringes or misappropriates third-party intellectual property rights; provided, however, that this indemnity will not apply to the extent the Third-Party Claim is caused by: (i) the unauthorized (by Vital Edge) alteration or modification of the Products by a Partner Indemnitee, (ii) use of the Products in violation of this Agreement, (iii) the combination, operation or use of the Products with any product, device, software or service not supplied by Vital Edge to the extent the combination creates the infringement, or
88. Vital Edge’s compliance with Partner’s designs, specifications, requests, or instructions by Partner to the extent the Third-Party Claim is based on such compliance. Notwithstanding the foregoing, Vital Edge will have no obligations under this Section 10.2 (“Vital Edge Indemnity Obligation”) with respect to any claims by or on behalf of any Client of Partner, to the extent such claim would be excluded if brought by the Client directly against Vital Edge and such Client were bound by a contract that complies with Section 7 (“Contractual Relationship with Clients”).
89. Indemnity Procedures. A Party seeking indemnification for a Third-Party Claim under this Agreement will (i) give the other Party (the “Indemnitor”) written notice of the Third-Party Claim promptly; provided, however, that the failure to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual prejudice caused by such failure; and (ii) give the Indemnitor primary control of the defense of the Third-Party Claim and negotiations for its settlement. The Indemnitor will have the right to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided, however, that the Indemnitor will not settle, or consent to any entry of judgment in, any such Third-Party Claim without obtaining either: (i) an unconditional release of the Party seeking indemnity (and all other Partner Indemnitees or Vital Edge Indemnitees, as applicable) from all liability with respect to all claims underlying such Third-Party Claim or (ii) the prior, written consent of the Party seeking indemnity. The Parties will reasonably cooperate with each other in any such Third-Party Claim.
    
    If Vital Edge believes the Products infringe or may be alleged to infringe a third intellectual property rights, then Vital Edge may, in its discretion: (i) obtain the right for Partner, at Vital Edge’s expense, to continue using the Products; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Products so that they no longer infringe. If Vital Edge does not believe the options described in this Section are commercially reasonable, then Vital Edge upon thirty (30) days’ written notice, may terminate the Subscription Schedule(s) for the affected Products and provide Partner with a refund of any prepaid fees covering the remainder of the term of the terminated Subscription Schedule(s) for the affected Products.
90. Confidentiality.
    
    By virtue of this Agreement, the Parties may have access to information that is confidential or proprietary to one another (“Confidential Information”). Confidential Information shall mean any information that is directly or indirectly disclosed or made accessible by or on behalf of a Party (the “Disclosing Party”) that is marked as confidential or which, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or proprietary, including product specifications, pricing, data, proposals, business models, marketing plans and strategic plans, customer and employee information, financial information, software, reports or forms of the Disclosing Party.
    
    The Party receiving Confidential Information of the other (the “Receiving Party”) agrees to use such Confidential Information solely to perform its respective obligations under this Agreement and will take reasonable measures to avoid unauthorized disclosure or use, including, but not limited to, taking at least those measures it takes to protect its own similar Confidential Information. Each Receiving Party agrees not to disclose any Confidential Information of the Disclosing Party to the Receiving Party’s employees and Representatives (defined below), except to those that have a need to know such information and who are already legally bound to maintain its confidentiality. The Parties acknowledge and agree that breach of this Section 11 (“Confidentiality”) may cause irreparable harm to a Disclosing Party, entitling the Disclosing Party to seek injunctive relief without requiring the posting of a bond in addition to all legal or equitable remedies available.
    
    Confidential Information shall not, however, include any information which (i) is publicly known and is made generally available through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party without obligation of confidentiality at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s written records; (iii) is obtained by the Receiving Party from a third-party without, to Receiving Party’s knowledge, a breach of such third-party’s obligations of confidentiality; (iv) is independently developed by the Receiving Party without use of or reference to a Disclosing Party’s Confidential Information, as shown by the Receiving Party’s documentary records; or is part of the Client Content.
91. General Provisions.
92. Relationship of The Parties. Each Party is an independent contractor of the other Party. Nothing herein will constitute a partnership between or joint venture by the Parties or constitute either Party the agent of the other.
93. Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior, written consent of the other Party; provided, however, that, notwithstanding the foregoing, a Party may, without the consent of the other Party, assign or otherwise transfer this Agreement (including all of such Party’s rights and obligations hereunder) to any of its affiliates, subsidiaries, or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment or other transfer in violation of this Section 12.2 (“Assignment”) will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
94. Representatives. Except as where otherwise stated, each Party is permitted to use contractors, agents and professional advisors (“Representatives”) in connection with this Agreement but is liable for their acts and omissions.
95. Notice. Each Party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this Section). Each Party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, or, if sent via email, upon sending by the sender, so long as no bounce-back or other message failure alert is received by the sender and (b) if the party giving the Notice has complied with the requirements of this Section.
    
    If to Partner: to the Notice contact at the address and/or email address provided to Vital Edge by the Partner. If to Vital Edge: 333 3rd Ave N, Suite 200B, St. Petersburg, FL 33701  Email: legal@Vital Edge.com Attention: General Counsel
96. Force Majeure. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either Party will be excused to the extent that performance is rendered impossible by acts of God, strike, fire, flood, governmental acts, orders or restrictions, failure of suppliers, internet failure, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing Party.
97. Choice of Law and Exclusive Forum. This Agreement and any disputes directly or indirectly arising from or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law. The application of the UN Convention on Contracts for International Sale of Goods is expressly excluded. The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Pinellas County, Florida for all suits, actions or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the jurisdiction of such courts in any suits, actions or proceedings arising out of or relating to this Agreement.
98. Modification. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both Parties.
99. No Waiver. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the party so charged.
100. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision will be replaced with an enforceable provision that as nearly as possible effects the Parties’ intent.
101. Entire Agreement. This Agreement (including any Subscription Schedules) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms or conditions and neither Party has relied upon any representation, express or implied, not contained in this Agreement.
102. Execution in Counterparts. This Agreement may be executed in counterparts (which may be exchanged by facsimile or .pdf copies), each of which will be deemed an original, but all of which together will constitute the same Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

Appendix A

Client Content Requirements

1. Required Content Submission. Partner will provide the following required Client Content (the “Required Content”) to create each Client location so that Vital Edge may provide the Products. Further, Partner agrees that while any Client is an active subscriber through Partner, Partner will periodically review the Required Content for accuracy and will update the Required Content as necessary and as soon as possible upon identification of any deficiency.
2. Business Name
3. Categories
4. Address
5. City
6. State
7. Zip
8. Phone *
9. Featured message
   
   * If the phone number is a tracked phone number, Partner must provide a local phone number in addition to the tracked phone number. In the event that Partner fails to populate any of the Required Content fields set forth above, Vital Edge shall have the right to populate such field(s) with relevant data, using its reasonable discretion.
10. Additional Content Submission. In addition to the Required Content, Partner will provide additional Client Content (the “Additional Content”), including all of the additional Client Content below, where available for each Client location submitted to the Product. An explanation of all fields and related Client Content for both the Required Content and the Additional Content is provided through the Product documentation and interface.
11. Data Integrity. Partner agrees that it will not directly, or on behalf of Clients, upload or submit any Client Content that is inaccurate, misleading, abusive, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful. Vital Edge maintains the right to remove or alter any submission that does not conform to appropriate data and content posting standards in the sole discretion of Vital Edge.

‍