Terms & Conditions

SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION AGREEMENT

This Software as a Service Subscription Agreement (the “Agreement”) is by and between Walker Media Agency LLC (“Provider”) and the Customer identified in the applicable order, on behalf of itself and each user. By using or accessing any feature or any portion of the platform, Customer and each user hereby accepts all the terms and conditions of this agreement. No modification of this agreement shall be accepted unless agreed in writing by an officer of Provider.

1. Definitions

In addition to any other terms defined in this Agreement or the Order, the following terms shall be defined as follows:

(a) “Confidential Information” means non-public, confidential, and/or proprietary information of Provider or Customer, or their respective customers and affiliates, including proprietary business, technical and financial and other non-public, confidential or proprietary information (including, but not limited to, customer, market, business partner or investor information, computer programs, technical drawings, algorithms, know-how, formulas, tools, methodologies, processes, ideas, inventions (whether patentable or not), schematics, product development plans, forecasts, technical, marketing and business strategies and initiatives, analyses, reports, business models and plans, staffing and marketing information, and services), in whatever form provided (whether written, electronic or oral) and whether or not labeled or designated as “confidential” or “proprietary” when access is provided or thereafter.

(b) “Customer” means the entity identified in the Order that is bound by this Agreement and that is responsible for each User granted access to the Platform.

(c) “Documentation” means the written documents and user manuals provided to Customer indicating the features, functions and operation of the Platform, which Provider may update from time to time in Provider’s discretion to reflect the current state of features and functions of Platform or modifications or new versions of Platform.

(d) “Effective Date” means the date indicated in the Order indicating the beginning of the Subscription Term.

(e) “Fee Schedule” means the fees, charges and rates charged to Customer for access to the Platform by each User, and such other services, including Professional Services and Add-Ons purchased by Customer.

(f) “Order” means a document executed by Customer setting forth, among other details, the particular fees owed by Customer, the number of Users that may access the Platform and Subscription Term. An Order may be modified by mutual written agreement between Provider and Customer; or the parties may enter into more than one Order for different services.

(g) “Platform” means the software as a service version of Frontage and related services made available by Provider via its web-access portal.

(h) “Provider IP” means the Platform, Documentation, and any and all intellectual property provided to Customer or any User in connection with the foregoing.

(i) “Subscription Fees” means the fees set forth in the applicable Order.

(j) “Subscription Term” means the period of time during which Customer and Users may access the Platform. Unless terminated in accordance with this Agreement, or except as otherwise set forth in an Order, the Subscription Term shall automatically renew on the same terms set forth in the applicable Order.

(k) “User” or “Users” means collectively Customer and/or its personnel that have been granted access to the Platform.

(l) “Site Administrator” means a Customer employee or representative approved by Provider as the administrator in charge of, among other things, creating User login accounts and passwords, providing access to Users to add or upload content, and monitoring User compliance with this Agreement.

2. Software Subscription Services

This Agreement establishes the rights and responsibilities of User and Provider with respect to Customer’s and User’s right to access and use some or all of the Platform for the number of Users identified in the applicable Order. Upon commencement of the Subscription Term, Customer and its Users shall be granted the right to access and use the Platform in accordance with this Agreement and the corresponding Order. Customer’s and its User’s right to access and use the Platform shall be subject to Customer’s payment of the Subscription Fees set forth in the Order and in compliance with the terms and conditions of this Agreement, User shall be granted a non-exclusive, non-transferable right to access and use the Platform, solely in accordance with this Agreement and the corresponding Order..

3. Training and Professional Services

Customer may purchase from Provider training, custom configuration and additional support services in connection with Customer’s use of the Platform (“Professional Services”). In addition, Customer may purchase from Provider other add-ons in connection with Customer’s use of the Platform (each, an “Add-On”). Professional Services and Add-Ons shall be subject to this Agreement and the applicable Order detailing the scope of such Professional Services and Add-Ons. The particular terms and conditions, including rates and fees, of such Professional Services and Add-Ons shall be set forth in an Order. User is responsible for providing any support to its employees in connection with their ability to access the internet.

4. General Terms of Use

(a) Customer, on behalf of itself and each User, agrees and understands that the right to access and use Platform is granted solely in connection with User’s own internal business subject to terms and conditions of this Agreement. Access is granted on a subscription basis and is not sold. User may not sublicense, assign or transfer the authorization to use and/or access the Platform to a third party without Provider’s written consent.

(b) User agrees that its access and use of the Platform is limited to the number of Users identified in the Order and each User shall be assigned their own user login and password. Each User shall obtain a login and password from the Site Administrator and shall comply with any registration or application restrictions as determined by the Site Administrator.

(c) Site Administrator shall have the right to grant certain User’s with access to some or all of the functions and features of the Platform. Each User understands that individual User logins and passwords may serve to restrict access to certain portions of the Platform and functionalities, subject to the complete discretion of the Site Administrator. A User’s grant of access to any portion or function of the Platform shall not constitute any right of access to any other portion or function of the Platform.

(d) User agrees to maintain the confidentiality of User’s log-in and password and shall not disclose any log-in or password to anyone other than its authorized personnel having a need for such disclosure, and then only to allow use of the Platform as authorized herein. User shall take all reasonable steps to ensure that the provisions of this section are not violated by any employee or any other person under User’s control or in its service. Each User shall be responsible for notifying the Site Administrator of any unauthorized access or use of Platform and promptly furnish to the Site Administrator details of the unauthorized access. User is responsible and liable for all uses of the Platform resulting from access provided by User, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Users, and any act or omission by an User that would constitute a breach of this Agreement will be deemed a breach of this Agreement by Customer.

(e) Provider may monitor each User’s access to Platform. If Provider discovers the number of Users exceeds the scope as set forth in the applicable Order, Customer agrees to pay additional fees for each additional User in accordance with the Fee Schedule contained in the Order.

(f) User Data. Users are responsible for the accuracy and completeness of all data Users enter into the Platform and each User’s use of and reliance upon such data in connection with its use of Platform. Provider will neither have the responsibility to review, nor any liability as to (i) the accuracy or completeness of any data entered into Platform by User or (ii) User’s use of and reliance upon such data in connection with its use of Platform.

(g) Compliance with Law. Customer’s and each User’s access and use of Platform shall comply with applicable local, state, federal and international laws, regulations and conventions, including without limitation those related to data privacy, international communications and the exportation of technical or personal data.

(h) Usage Restrictions. User shall not reverse engineer, decompile, or disassemble any software or otherwise attempt to discover the source code thereof or permit any third party to do so. User shall not attempt to disable or circumvent any security measures in place. User may not knowingly reproduce or copy any software or services, in whole or in part. User shall not modify, adapt, or create derivative works of the software or services.

(i) Updates. During the Subscription Term, Provider shall have the right to update features and functions of the Platform, including any software or services, provided that, except as set forth in this Agreement, Provider may not remove material features or functionality of the Platform or any materials features or functions of any software made available through the Platform. Such updates will be made at no cost to User.

(j) Provider may modify the terms of this Agreement upon not less than thirty (30) days’ prior written (including electronic) notice by Provider to Customer to comply with applicable laws. Such modification shall become effective, and User shall be deemed to have accepted such modification without the need for amendment or re-execution of this Agreement, on the date stated in the written (including electronic) notice.

5. Pricing and Payment Terms

(a) User shall pay to Provider the fees set forth in each applicable Order and in accordance with the payment terms set forth in this Agreement. All amounts shall be in USD.

(b) Customer is responsible for any legally required sales and use taxes.

(c) Provider may increase fees, modify fee structures and/or payment terms during at any time during the Term upon not less than thirty (30) days’ prior written (including electronic) notice by Provider to Customer. Such fee increase or modified fee structure shall become effective without need for amendment or re-execution of this Agreement on the date stated in the written (including electronic) notice.

(d) In the event that User defaults on payment of any undisputed amounts owed to Provider, in addition to any other rights it may have, Provider shall have the right to terminate this Agreement or suspend or disable access to Platform. Additionally, Provider may charge a one-and-one-half percent (1 ½ %) per month or eighteen percent (18%) per annum on undisputed unpaid amounts. User shall be liable to Company for Company's reasonable and documented attorney and/or collection fees incurred to collect any unpaid amounts due to Company.

6. Warranty and Warranty Disclaimer

(a) Limited Warranty. Provider represents and warrants that Platform shall operate in material conformance with the Documentation during the Term of this Agreement (the “Limited Warranty”). Notwithstanding, Provider shall not be in breach of this Limited Warranty if Provider modifies or releases updates to Platform resulting in certain features no longer being available or operational provided that User’s overall use of Platform is not materially and detrimentally impeded or impacted. Customer’s sole and exclusive remedy for a breach of the above Limited Warranty is for Provider to release an update to Platform during the next software update cycle at no charge to User.

(b) Warranty Disclaimer. Provider, on behalf of itself, its licensors, consultants and suppliers, does not warrant that Platform access or availability will be uninterrupted, error free or free from viruses and other destructive code or harmful components. Provider, its licensors, consultants and suppliers, make no warranty, express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including without limitation merchantability and fitness for a particular purpose, with respect to Platform and/or any software, services, data processing, operations or outcomes obtained or sought through Platform or a related internet site. User is responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. The availability of Platform depends on many factors, including but not limited to, hosting provider’s connection to the internet, a User’s connection to the internet, the availability of the internet and the internet backbone, and the equipment that, by its nature, is not fault tolerant. Provider shall not be liable for and makes no warranty regarding any aspect of User’s ability to access and use Platform due to unavailability, speed, and reliability of any portion of the internet or third party hardware and software used to access the internet. BECAUSE OF THE POSSIBILITY OF HUMAN, TECHNICAL AND MECHANICAL ERROR, AS WELL AS OTHER FACTS, PROVIDER IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OF OR FROM THE INFORMATION CONTAINED IN OR ACCESSED THROUGH PLATFORM. THE MATERIALS AND INFORMATION AVAILABLE IN AND THROUGH PLATFORM ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED. NEITHER THE PROVIDER NOR ANY PERSON ASSOCIATED WITH THE PROVIDER MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR RELATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE PROVIDER NOR ANYONE ASSOCIATED WITH THE PROVIDER REPRESENTS OR WARRANTS THAT THE PLATFORM, RELATED CONTENT, OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET USER’S NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PROVIDED BY LAW, PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO USER’S USE OF THE PLATFORM OR ANY PRODUCTS, SERVICES, OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO CUSTOMER’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APP OR WEBSITE LINKED TO IT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL PROVIDER, ITS OFFICERS, EMPLOYEES, AGENTS, MEMBERS, REPRESENTATIVES, SUPPLIERS OR LICENSORS BE LIABLE FOR LOST REVENUE, LOST PROFITS, LOST DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY THAT MAY RESULT FROM THE USE OF OR ACCESS TO, OR LOSS OF USE OR LOSS OF ACCESS TO, OR THE PROPER OR IMPROPER FUNCTIONING, OF PLATFORM, OR FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS AND INFORMATION AVAILABLE ON OR THROUGH PLATFORM AND RELATED WEB SITES, EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE FOREGOING LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THE TOTAL CUMULATIVE LIABILITY OF THE PROVIDER PARTIES ARISING IN ANY MANNER UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY THE USER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE ACTION GIVING RISE TO THE LIABILITY.

8. Indemnification by Provider

(a) Provider, on behalf of itself and its employees and subcontractors all of which are included in the term “Provider” for the purposes of this section, shall defend, at its expense, indemnify and hold harmless Customer and its respective officers, directors, agents and employees (“Customer Indemnitees”) from and against any and all third party claims, losses, liabilities, damages, costs or expenses, including attorneys’ fees and court costs, arising from (i) Provider’s violation of applicable laws; (ii) Provider’s willful misconduct or fraud; and (iii) any IP Claim. As used in this section, an “IP Claim” means a suit brought against Customer by a third party to the extent the suit alleges that Customer’s use of the Platform infringes a U.S. patent, trademark, copyright or trade secret rights of a third party.

(b) Notwithstanding, Provider’s obligations set forth in this section 8 are subject to Customer: (i) providing Provider prompt notice that the claim has been brought, (the “Claim Notice”); (ii) providing Provider sole control of the defense and any appeal or settlement (at Provider’s discretion) of the claim (collectively, “Resolution”); (iii) cooperating with Provider (including providing relevant documentation and information) with respect to the claim or Resolution; and (iv) complying with all court orders. If Customer delays in providing the Claim Notice causes detriment to Provider with respect to the Resolution, Provider’s obligations set forth in this section will not apply to the claim to the extent of such detriment. Notwithstanding any other provision of this Agreement, Provider is not responsible for any fees (including attorneys’ fees), expenses, costs, judgments, or awards that are incurred prior to Provider’s receipt of the Claim Notice from Customer. Provider will have the sole right to select counsel. Customer may engage additional counsel of User choosing at Customer’s expense for purposes of conferring with Provider’s counsel.

(c) The obligations set forth in this section 8 will not apply to the extent a claim is based on, caused by, or results from: (i) modification of Platform other than by Provider, unless approved by Provider; (ii) use of Platform other than as provided by this Agreement or written instructions provided by Provider; (iii) use of any version of Platform other than the latest version Provider has made available to Users; (iv) the combination or use of Platform with any product or service not provided to User or approved by Provider; or (v) any claim arising from content or data provided by or entered into Platform by a User or on User’s behalf.

(d) If an IP Claim is brought or threatened against Provider, or Provider believes that an IP Claim may be brought or threatened, Provider may: (i) obtain a license to enable Customer to use Platform; (ii) modify Platform so that it no longer infringes, provided that such modification does not detrimentally impact Customer; or (iii) replace Platform with a solution having substantially the same functionality. If Provider in its discretion determines that none of the foregoing is available on a reasonable basis, then Provider may upon notice cease providing access to Platform and refund the unused portion of any prepaid Subscription Fees to Customer. This section 8 sets forth Provider’s entire obligations, and Customer’s exclusive remedies, with respect to any third party intellectual property infringement, including any IP Claim.

9. Indemnification by User

Customer, on behalf of itself, each User, and its employees and subcontractors all of which are included in the term “User” for the purposes of this section, shall defend, indemnify and hold Provider and its respective officers, directors, agents and employees (“Provider Indemnitees”) harmless from any and all third party liabilities, losses, damages, claims, or causes of action (including all reasonable expenses, court costs, and attorney’s fees) arising from (a) any misuse or unauthorized access of Provider, or any other third party (other than a Provider Indemnitee); (b) violation of law; (c) negligence, gross negligence, willful misconduct or fraud by Customer or a User, or a third party (other than a Provider Indemnitee) acting on behalf of Customer or a User; and (d) any use of the Platform in a manner not authorized by this Agreement.

10. Total Liability

Notwithstanding anything to the contrary, Customer agrees that Provider’s total liability hereunder for damages, regardless of the form of action, shall not exceed the total amount paid or payable to Provider by Customer under this Agreement.

11. Force Majeure

Neither Provider nor Customer shall be responsible for delays or failures in performance resulting from acts or events beyond the control of either party, including but not limited to, acts of nature, governmental actions, fire, labor difficulties or shortages, civil disturbances, transportation problems, interruptions of power, supply or communications or natural disasters. User is solely responsible for obtaining alternate internet source (cell provider air-card, cell phone modem, alternate location Internet site), to mitigate downtime in the event of an outage.

12. Term and Termination

(a) Term. Unless a particular Order states a different initial Subscription Term and renewal of the Subscription Term, the initial Subscription Term of this Agreement shall be for a period of one (1) year and shall automatically renew for successive one (1) year periods unless terminated in accordance with this Agreement. The initial Subscription Term, together with any renewal, shall constitute the Subscription Term.

(b) Non-renewal by User. Either party may elect to not renew this Agreement by providing the other with written (including electronic) notice of its intent not to renew this Agreement at least thirty (30) days prior to the next renewal date. User shall remain responsible for payment of all fees due under a particular Order prior to effective date of termination or non-renewal.

(c) Termination for Breach. Either party may terminate this Agreement immediately upon written (including electronic) notice to the other party if the other party fails to cure a material breach within thirty (30) days after receiving written (including electronic) notice thereof from such party.

(d) Termination for Bankruptcy and Related Events. Subject to U.S.C. Title 11, if either party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations, then the other party may, by giving written (including electronic) notice thereof to such party, terminate this Agreement as of the date specified in such notice of termination.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, the Provider may temporarily suspend User's access to any portion or all of the Platform if: (i) the Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) User’s use of the Provider IP disrupts or poses a security risk to the Provider IP, to the Provider, or to any other customer or vendor of the Provider; (C) User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) the Provider’s provision of the Platform to User is prohibited by applicable law; or (F) User is using the Platform in material violation of this Agreement; or (ii) any vendor of the Provider has suspended or terminated the Provider’s access to or use of any third-party services or products required to enable User to access and use the Platform (any such suspension described in subclause (i) or (ii), a “Platform Suspension”). The Provider shall use commercially reasonable efforts to provide written (including electronic) notice of any Platform Suspension to User and to provide updates regarding resumption of access to the Platform following any Platform Suspension. The Provider shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Platform Suspension is cured. The Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that User may incur as a result of a Platform Suspension.

(f) Termination for Convenience. Provider may terminate this Agreement at any time for any reason or no reason, effective thirty (30) days after written (including electronic) notice to User.

(g) Effect of Termination. Upon expiration or termination of this Agreement for any reason, all Users shall immediately cease accessing and using Platform and any other Provider IP, and Provider may disable User access to Platform. No expiration or termination of this Agreement will affect Customer's obligation to pay all Subscription Fees that may have become due before that expiration or termination or entitle Customer to any refund.

(h) Survival. Customer’s obligations to the Provider and its affiliates and third-party service providers relating to use of the Platform prior to termination shall continue after termination. This section 12 and any provisions of this Agreement regarding the content restrictions and limitations, disclaimers, indemnification, liability limitations, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive termination.

13. Intellectual Property

(a) Ownership of Data. All data and reports (collectively “Works”) shall be solely owned by Customer. Notwithstanding, for avoidance of doubt, Customer shall not acquire any rights, title, or interest in or to any software, software code or Provider Developments (as defined below) related to or arising from any services, including any customization, integration, configuration, or modification of the Platform or any software or services made available through the Platform, even if such code or Provider Developments are used by User to access User’s data within Platform.

(b) De-identified Data. During the Term, Customer hereby grants to Provider the right to use User data to create and collect de-identified data. Customer hereby grants to Provider a non-exclusive, worldwide, transferable, sublicensable, irrevocable, perpetual, royalty free license to use such de-identified data in connection with Provider’s services, conduct analysis, and create benchmarking tools and reports.

(c) Ownership related to Provider. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or Third-Party Products. Additionally, Customer agrees that in receiving permission to use or access the Platform, Customer does not and shall not acquire any ownership in or rights to any Provider “Developments” (as defined below), any intellectual property or content related to Provider Developments and/or comprised by Provider, or any component thereof or associated therewith, whether created by Provider or by any third party, or based on suggestions, specifications, feedback (as defined below) or ideas provided to Provider by Customer or any User, and whether or not in cooperation with Provider. As used in this Agreement, “Developments” means all discoveries, inventions, formulae, techniques, methods and processes, developments, innovation, technology, creations, software (including source code and object code), software developer tools, drawings, schematics, specifications, works of authorship, data, information, documentation, items, materials, modifications, indication of origin (such as trademarks), derivatives, improvements, and enhancements, in tangible and intangible form that Provider or its employees or contractors create, reduce to practice, prepare, develop, or deliver to or for Provider and the arrangement, structure, appearance, and computer code which comprises Provider. User shall not permit, participate in or facilitate the misappropriation of any such property or trade secrets by any person or entity. User shall not modify, adapt, translate or create derivative works based upon Provider or reverse engineer, decompile, disassemble or otherwise attempt to discover the Provider source code. Content made available for access by Users may be the property and creative work of Provider, an authorized user, or a third party content provider. Customer and each User shall treat all such content as if it is the intellectual property of either Provider, another authorized User, or a third party content provider, and shall take reasonable steps to prevent any unauthorized disclosure, use, infringement, or theft of such property.

(d) Provider may provide Customer and/or Users with a mechanism to provide feedback, suggestions and ideas about the Platform and its software and services (“Feedback”). Customer agrees that Provider may, in its sole discretion, use the Feedback provided to Provider in any way, including in future modifications of the Platform, software and/or services without compensation to Customer or any User. Customer on behalf of itself and each User, hereby assigns to Provider all rights, title and interest in and to any Developments to Provider. If, by operation of law or otherwise, this transfer of rights is not valid, Customer, on behalf of itself and its Users, grants to Provider a perpetual, irrevocable, worldwide, fully transferable, royalty free license to use, modify, create derivative works from, distribute and display any Feedback.

14. Confidentiality and Data Security

(a) Responsibilities with Respect to Confidential Information. Customer and each User agrees to keep confidential and not disclose to any party whatsoever the terms of this Agreement or any Order (including any pricing information). Provider shall use Customer’s Confidential Information for the sole purpose of and solely to the extent necessary for performing services under this Agreement. The recipient of Confidential Information (each, a “Recipient”) agrees that it will not disclose, provide or otherwise make available to any third party any Confidential Information of the party that discloses such Confidential Information (each, a “Disclosing Party”). In addition, each Recipient agrees that it will not: (i) use the Disclosing Party’s Confidential Information for any purpose beyond the scope of this Agreement; (i) copy any part of the Confidential Information except as permitted herein or disclose any part of the Confidential Information to any person other than Recipient’s employees or consultants who need the information to perform their duties; (iii) authorize or permit any such employee or consultant to use or disclose any part of the Confidential Information in violation of this Agreement; or (iv) reverse engineer, decompile or disassemble any of the Confidential Information nor use any of the Confidential Information for the purpose of reverse engineering, decompiling or reverse engineering.

(b) Exceptions. The Recipient’s obligations under this Agreement will not apply to any portion of the Confidential Information that: (i) at the time of disclosure to Recipient, was in the public domain or subsequently becomes a part of the public domain through no breach of this Agreement; (ii) Recipient had in its possession at the time of disclosure by the Disclosing Party, as established by written documentation in existence at that time, and that was not acquired directly or indirectly from the Disclosing Party or with knowledge of confidentiality restrictions; (iii) Recipient subsequently acquires by lawful means from a third-party who, so far as Recipient is aware, is under no obligation of confidentiality or non-use owed to Disclosing Party; (iv) if Customer is the Recipient, is obtained by the Customer’s editorial department from any source other than a representative of Customer who received the Confidential Information pursuant to this Agreement; or (v) Recipient subsequently develops without any use of or reference to the Confidential Information.

(c) Disclosure Pursuant to Legal Process. If Recipient is legally compelled to disclose any portion of the Confidential Information in connection with a lawsuit or similar proceeding or to any governmental agency, Recipient will give Disclosing Party prompt notice of that fact, including in its notice the legal basis for the required disclosure and the nature of the Confidential Information that must be disclosed. Recipient will cooperate fully with Disclosing Party in obtaining a protective order or other appropriate protection relating to the disclosure and subsequent use of the Confidential Information. Recipient will disclose only that portion of the Confidential Information that is legally required to be disclosed.

(d) Enforcement. Recipient acknowledges that Disclosing Party would have no adequate remedy at law should Recipient breach its obligations under this section, Recipient agrees that the Disclosing Party will be entitled to enforce its rights under this section by obtaining appropriate equitable relief including a temporary restraining order, preliminary injunction and permanent injunction.

(e) Return of Confidential Information. Upon request by the Disclosing Party, the Recipient will return any portion of the Confidential Information that Recipient no longer has the right to use, including all copies of that Confidential Information, and all abstracts, summaries or documents produced using that Confidential Information, or, if so directed by the Disclosing Party in writing, the Recipient will destroy all copies of that Confidential Information (including abstracts, summaries or documents produced using that Confidential Information) and will certify to the Disclosing Party in writing that all copies, abstracts, summaries and documents have been destroyed.

(f) Privacy. Use of the Platform is subject to the Walker Media Agency LLC Privacy Policy, which is incorporated by reference.

(g) Compliance. Customer represents and warrants that its use of the Platform and related use of Customer data is compliant with all applicable local, state, federal, and international laws and regulations, including any applicable laws governing personal information, privacy, advertising, unsolicited commercial communications, telemarketing, email marketing, and SMS or text message marketing.

(h) Data Security. Customer acknowledges and agrees that the Platform, and software and services made available through the Platform, are hosted in the United States. Customer further acknowledges and agrees that all data stored and processed via the Platform, including software and services, is hosted and stored in servers located in in the United States. During the Subscription Term, Provider agrees to implement and maintain commercially reasonable data security protocols governing the processing, storage, transmission, and security of the Platform and Customer data. Notwithstanding, Customer acknowledges and agrees that no computer system or network is 100% secure. Customer shall maintain backups of its Customer data and shall take reasonable precautions to ensure that all Users maintain the confidentiality of login and password information.

15. Dispute Resolution

(a) Negotiation in the Case of Disputes to all contracts. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written (including electronic) notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (i) a statement of each party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place, or via videoconference, or such other means as mutually agreed by the parties.

(b) Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above ("First Meeting"). Such closure shall not preclude continuing or later negotiations, if desired. At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of 15(a) above.

(c) Resolution of Disputes. If the parties are unable to resolve a dispute through good faith negotiations, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Milwaukee, Wisconsin before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(d) The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

16. Miscellaneous

(a) Marketing. Customer hereby grants to Provider an irrevocable, non-exclusive license to use Customer’s name, logo and other identifying materials for marketing and sales purposes, including without limitation, press releases, Provider’s website, and social media posts.

(b) No Third Party Beneficiary. This Agreement is not intended to and does not grant any rights to anyone other than User and Provider.

(c) Assignment. Provider may assign this Agreement upon written (including electronic) notice to Customer. Customer shall not have the right to assign this Agreement, or any portion of this Agreement, to a third party without the prior written permission of Provider.

(d) Modifications. Provider may modify the terms of this Agreement upon not less than thirty (30) days’ prior written (including electronic) notice by Provider to Customer. Such modification shall become effective, and Customer shall be deemed to have accepted such modification without the need for amendment or re-execution of this Agreement, on the date stated in the written (including electronic) notice.

(e) Entire Agreement. This Agreement and corresponding Orders and other agreements referenced in this Agreement, constitutes the entire agreement governing Customer’s and its User’s use of and access to Platform, and there exist no other agreements, warranties or representations other than those expressly mentioned herein. This Agreement is the final and complete expression of the rights and responsibilities of the parties.

(f) Governing Law/Exclusive Jurisdiction. This Agreement shall be construed under and governed by the laws of the State of Wisconsin, to the extent applicable and without regard for its conflict of law provisions, and by the laws of the United States of America. The parties hereby consent to the exclusive jurisdiction and venue of a court located in Milwaukee, Wisconsin with regard to any litigation in connection with this Agreement.

(g) Severability. If any part of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining parts of this Agreement shall remain in full force and effect, with such illegal, invalid or unenforceable parts severed from this Agreement.

(h) Waiver. The waiver by either party of a breach or violation of any provision of the Agreement will not operate as, or be construed to be, a waiver of any subsequent breach of the same or any other provision hereof.